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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 5, 1994
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Sun Distributors L. P.
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(Exact name of registrant as specified in its charter)
Delaware 1-9375 23-2439550
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
organization) Number)
2600 One Logan Square
Philadelphia, Pennsylvania 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 665-3650
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Page 1 of 5
Exhibit Index on page 4
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Item 5. Other Events.
On October 5, 1994, the Registrant issued a press release announcing
(1) that agreement had been reached for the sale of its Dorman Products and
Electrical Group divisions for an aggregate consideration of approximately $73
million and (2) that the Registrant had determined not to pursue other strategic
alternatives at this time. A copy of the press release is attached as an exhibit
to this Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is filed as part of this Report:
99.1 Press Release dated October 5, 1994.
Page 2 of 5
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUN DISTRIBUTORS L.P.
By /s/ Louis J. Cissone
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Louis J. Cissone
Senior Vice President and
Chief Financial Officer
DATE: October 11, 1994
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EXHIBIT INDEX
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Exhibit
Number Page
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99.1 Press Release dated October 5, 1994 5
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Exhibit No. 99.1
FOR IMMEDIATE RELEASE For information contact:
Louis J. Cissone
(215) 665-3650
For NYSE Symbols SDP & SDPB
SUN DISTRIBUTORS, L.P. ANNOUNCES THE SALE OF CERTAIN DIVISIONS
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PHILADELPHIA, PA (October 5, 1994) -- SUN DISTRIBUTORS, L.P., announced
today that it has reached agreements to sell its three Electrical Group
divisions and one of its Maintenance Group divisions, Dorman Products, for a
total consideration of approximately $73 million. The businesses to be sold
include American Electric Co. of St. Joseph, MO; Keathley-Patterson Electric Co.
of Little Rock, AR; Philips & Co. of Columbia, MO; and Dorman Products of
Warsaw, KY. The transactions are subject to compliance with provisions of the
Hart-Scott-Rodino Act.
The earnings for the four divisions being sold totalled $7.5 million for
the twelve months ended June 30, 1994, or approximately $.34 per B share. The
net proceeds from the sale will be used to reduce debt, and for general Company
purposes including add-on acquisitions in its core businesses.
The taxable gain from the sale of the four divisions will be
approximately $29 million, and will be allocated entirely to Class B Interest
holders of record on the first day of the month within which each transaction is
closed. It is presently anticipated that the sale of the Electrical Group
resulting in a taxable gain of approximately $6 million will close in December
1994, and the sale of Dorman Products resulting in a taxable gain of
approximately $23 million will close in January, 1995. The Partnership will make
a cash tax distribution to such Class B record holders equal to approximately
35% of the taxable capital gain. The cash distribution will be made in March of
the year following the year in which the sale occurs.
The Company considered a number of strategic alternatives as part of the
process which led to the decision to sell these divisions. Other alternatives
considered but which were not ultimately pursued, included a sale of the entire
Company; the sale of all of its divisions followed by liquidation; or a
recapitalization and conversion to a corporate structure from the current
partnership form.
The sale of the Electrical Group divisions and Dorman Products brings to
a conclusion the process of considering strategic alternatives. The Company
believes that the sale of these non-strategic businesses will benefit Sun
Distributors by strengthening its balance sheet, permitting it to resume its
acquisition program, and provide increased management focus on its core
businesses.
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