331 Exhibit F, Annexed to Affidavit of Bruce A. Hecker remained such until he resigned in 1950 to form his own business. He is now the President of Gaetjens, Berger & Wirth, Inc., manufacturers of printing inks and offset inks, a company more than 100 years old. B. Machinery Products. At Rutherford, your company makes photo composing machines, certain cameras and presses and similar products. Mr. Recht was the General Manager of this Division for many years. 332 C. Paints and Finishes Group. We offer you Mr. Lionel Goldfrank, Jr., Treasurer of Clover Leaf Paint & Varnish Corporation, a manufacturer for more than 100 years. Mr. Goldfrank has been with that company over 30 years in various capacities, including sales, finance and management. D. Warwick Wax Products. We offer you Mr. Alfred Aufhauser, President of Industrial Raw Materials Corp., wax manufacturers. Mr. Auf- 333 hauser's experience in waxes goes back two decades and his company is a distributor of petroleum waxes in certain overseas territories for some of the great oil companies. E. Chemicals. We offer you two outstanding chemists in Messrs. Saphier and Adler. Please look at their business positions as set forth in the table in the following sectiori. F. Additionally. We offer you three successful businessmen (Messrs. Alverson, Bodne and Gold 334 Exhibit F, Annexed to Affidavit of Bruce A. Hecker smith) and one lawyer (Mr. Winer). Mr. Goldsmith retired last August (1957) as President of Julius Kayser, Inc., a corporation listed on the New York Stock Exchange. Compare this list with Management’s nominees, who are the present Board (Heading 3 above). G. We offer you a slate of nine. Since there are eleven places on the Board, management will elect two, in any event. Our proxies can be voted only for our nine nominees. 335 9. PERTINENT Facts About You, Us and OUR POSITION. A. You may execute our proxy even though you may have executed one already for management and you may revoke any proxy given us by notifying us by mail or giving a later-dated proxy. If you sign, date and mail your proxy to us in the enclosed envelope which requires no stamp, we shall vote it for you as directed by you. We shall vote unmarked ballots against the stock option proposal. 336 B. We have no present plans for further solicitation of proxies. However, it may prove necessary to mail additional material and we expect to speak personally with certain key or large stockholders. The expense will be paid in the first instance by Norman Winer, who expects reimbursement in amounts not agreed upon from some of the other signers and perhaps from other stockholders. If we are successful, we shall determine, depending on the size of our disbursements, whether to ask the Corporation to reim 337 Exhibit F, Annexed to Affidavit of Bruce A. Hecker burse us. If we do, we shall do so only after 338 C. No member of this Committee, no nominee of this Committee and no associate of any of the above has borrowed money to buy his securities or against the securities. None of the above is party to any agreement whatsoever with respect to his securities and none has any material interest, direct or indirect, in any material transactions since the beginning of the issuer's last fiscal year or in any material proposed transactions to which the issuer or any of its subsidiaries was or is to be a party and none has any arrangement or understanding whatsoever with respect to any future employment by the issuer or its affiliates or with respect to any future transactions to which the issuer or any of its affiliates will or may be a party. None of the above is the holder of record of any shares which are not his own. The following are our nominees for the Board of Directors: 339 * In addition, Mrs. Alverson owns 500 shares (see below). 340 Exhibit F, Annexed to Affidavit of Bruce A. Hecker Acquired 100-2/5/ 200-2/7/ 3/10/57 Name and No of Shares of Common Owned Pres. Chemo Puro Manufacturing 300 Inc. (Chemicals Manufacturers) Alfred Aufhauser Pres. Industrial Raw Materials 300 341 575 Madison Ave. Corp. (Waxes and Chemicals) New York 22, N. Y. Oil Company, Formerly Director Chemicals Corp. Pres., Algonquin Hotel, Inc. Former None ton, S. C. 895 Park Avenue Formerly President Julius Kayser, N. Y. and Diamond Mills, Inc. 100-1/13/ 100-1/15/ The following signers of this letter are not nominees for the Board of Directors: Name Relationship No. of Shares 500 Lyle T. Alverson Date Acquired 100-10/3/59 200-12/15/ 100-5/7/56 100-4/10/50 1/14/57 200 Carrie Geissenberger 343 Exhibit F, Annexed to Affidavit of Bruce A. Hecker D. All of the undersigned bought some of our stock after hearing that the Alexander management was coming in and believing that it would be good for the Company. We have changed our opinion because of the facts recited above. E. Norman E. Alexander, we are informed, owns 225,000 shares of the Common Stock of Sun which were received by him in exchange for his wholly-owned Ansbacher-Siegle and he owns 32,950 shares in addition. If the Ansbacher 344 transaction is set aside by the Courts, we know of no one who owns as much as 10% of Sun's voting stock; if it is not set aside, we know no one other than Alexander who owns as much as 10%. 10. WHAT WE PROPOSE TO DO ABOUT THE SITUATION 345 The annual meeting is scheduled to be held on April 2, 1958. Time is of the essence. We propose to offer a slate of Directors, capable, reputable, with no personal profit in mind apart from the profits which may come from owning shares of Sun Chemical. With Sun's name and worth, we think the company can prosper with that kind of Board. Please do not delay in sending your proxy to us in the enclosed self-addressed envelope, which requires no stamp. If you have previously sent management your proxy, your sending this one, dated the day you send it, will constitute a revocation of the prior one. Very truly yours, LYLE T. ALVERSON |