UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CD Warehouse, Inc.
(Name of Issuer)
Common Stock, par value$0.01
(Title of Class of Securities)
12512W105
(CUSIP Number)
Doyle E. Motley, 722 North Broadway, Oklahoma City, OK 73102, 405-949-2422
(Name, address and telephone number of person
authorized to receive notices and communications)
May 15, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with the statement ( )
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SCHEDULE 13D CUSIP No. 12512W105 Page 1 of 3
1) Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Formula Growth Fund - ("FGF")
2) Check the Appropriate Box If Either Is a Member of a Group (A)(X) (B)( )
3) SEC Use Only
4) Source of Funds OO
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Canada
7) Sole Voting Power 400,000
Number of
Shares
Beneficially 8) Shared Voting Power 400,000
Owned by
Each
Reporting 9) Sole Dispositive Power 400,000
Person With
10) Shared Dispositive Power 400,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
400,000
12) Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares ( )
13) Percent of Class Represented by Amount in Row (11) 11.3%
14) Type of Reporting Person
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $0.01 ("Common
Stock"), of CD Warehouse, Inc., a Delaware corporation with principal executive
offices at 1204 Sovereign Row, Oklahoma City, Oklahoma 73108 ("CD Warehouse"),
Item 2. Identity and Background
(a) This statement is filed by Formula Growth Fund ("FGF") a Canadian mutual
fund. FGF is managed and controlled by Formula Growth Limited, a Canadian
corporation ("FGL"). FGL's directors are John W. Dobson, Randall W. Kelly,
Bette Lou Reade, Ian Soutar, Stuart Cobbett, Roger De Serres, Drummond
Birks, Scott Taylor, Morris Godel, and Jacques Tetrault. FGL's executive
officers are Randall W. Kelly, Bette Lou Reade, Rene Catafago, Kimberly
Holden, John Liddy, Ian Soutar and Stuart Cobbett.
(b) The business address for the all entities described herein is 1010
Sherbrooke Street West, Suite 1408, Montreal, Quebec H3A 2R7.
(c) The principal business of all entities described herein is investment
management.
(d) None of the entities described herein have been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) during
the last five years.
(e) During the last five years none of the entities described herein were
parties to a civil proceeding that resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) All of the entities described herein are citizens of Canada or entities
organized under the laws of Canada.
Item 3. Source and Amount of Funds or Other Consideration
FGF paid US$4,000,000 for 400,000 shares of CD Warehouse. FGF is a Canadian
mutual growth fund with approximately 800 different investors. Monies
contributed by such investors constitute the consideration used in making the
purchase of the 400,000 shares.
Item 4. Purpose of Transaction
FGF engaged in the acquisition of shares in CD Warehouse as a passive
portfolio investment. No other motives, plans or proposals underlie this
transaction.
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Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by FGF may be found in rows 11 and 13
of the cover page.
The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by each other person named in Item 2 may
be found in rows 11 and 13. Additionally, such other persons may be deemed to
beneficially own 600,000 shares, or 16.9%, of common stock in CD Warehouse as a
result of their control positions in Formula Unit Trust, a Canadian commingled
pension fund which purchased such 600,000 shares on May 15, 1998 for $10 per
share, or $6,000,000, in a transaction substant ially similar to this. In
addition to the shares listed in the immediately preceding paragraph, Randall W.
Kelly is the beneficial owner of 30,000 shares, or 0.8%, of common stock in CD
Warehouse as a result of his 100% ownership of Random Walk Trading, Inc., a
Canadian corporation which purchased such 30,000 shares on May 15, 1998 for $10
per share, or $300,000, in a transaction substantially similar to this.
(b) Each person identified in the paragraph (a) has shared power to vote or
direct the vote of all shares described in paragraph (a), except the 30,000
shares over which Randall W. Kelly maintains sole control.
(c) No transactions in the class of securities reported on other than those
described in paragraph (a) were effected during the last sixty days by the
persons named in response to paragraph (a).
(d) No other person is known to have the right to receive or power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No contracts arrangements, understandings or relationships exist with
respect to the securities of the issuer.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Formula Growth Fund
Date: May 29, 1998 /s/ Randall W. Kelly
Randall W. Kelly, President
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