[2] They initially consisted of members Arthur "Lorenzo" Carnegie (alto, tenor saxes, flute, guitar), Jake Riley (trombone), Carle Wayne Vickers (trumpet, flute, soprano sax), and Abraham "Onion" Miller (tenor sax, vocals) who had been working as members of the 15 piece "Fantastic Soul Men Orchestra" backing the popular duo Sam & Dave,[1] along with Jimmy "J.D."

They then relocated to New York City, where Toby Wynn (baritone sax) joined them.

While performing on a gig in Providence, Rhode Island, Jeffrey Osborne (drums, lead vocals) was recruited by them.

By this time Jeffrey Osborne became the group's primary lead vocalist, with Melvin Webb taking over on drums in 1977.

Soon after the band's 1980 album Shine On, Jeffrey and Billy Osborne departed to start solo careers.