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)
DoyleE. 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 4
1) Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Pembroke Management Ltd. - ("Pembroke")
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 209,300
Number of
Shares
Beneficially 8) Shared Voting Power 209,300
Owned by
Each
Reporting 9) Sole Dispositive Power 209,300
Person With
10) Shared Dispositive Power 209,300
11) Aggregate Amount Beneficially Owned by Each Reporting Person
209,300
12) Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares ( )
13) Percent of Class Represented by Amount in Row (11) 5.9%
14) Type of Reporting Person
OO
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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 Pembroke Management Ltd., a Canadian corporation
("Pembroke"). Pembroke serves as an investment manager and advisor for several
entities. Pembroke's managerial and advisory control of eight investment
entities which purchased shares of Common Stock serves as the basis for its
obligation to file this statement. The eight entities are: GBC Canadian Growth
Fund, a Canadian mutual trust fund; GBC North American Growth Fund, a Canadian
mutual fund corporation; Air Canada USA, a Canadian pension fund; R. Howard
Webster Foundation, a Canadian charitable foundation; RR Rogers
Telecommunications (Quebec), Inc.; a Canadian investment holding corporation;
Dascon Investments Limited, a Canadian investment holding corporation; Taylor
Assets Limited, a Canadian investment holding corporation; and Kadora
Investments Limited, a Canadian investment holding corporation.
The following persons serve as both directors and executive officers of
Pembroke: Ian A. Soutar, A. Scott Taylor, Michael P. McLaughlin, Jeffrey S.D.
Tory, A. Ian Aitken, and Michael C. Shannon.
(b) The business address for the all entities described herein is 1010
Sherbrooke Street West, Suite 818, 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
As stated in Item 2(a) above, Pembroke exercises managerial and advisory
control of eight investment entities which purchased shares of Common Stock. A
total of $2,093,000 was paid by these eight entities on May 15, 1998, for
209,300 shares of Common Stock. Specifically, the following entities purchased
the corresponding quantities of shares of Common Stock for $10.00 per share.
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Shareholder Quantity of Shares Purchased
GBC Canadian Growth Fund 110,000
GBC North American Growth Fund 40,000
Air Canada USA 25,000
R. Howard Webster Foundation 10,000
RR Rogers Telecommunications 9,000
Dascon Investments Limited 6,300
Taylor Assets Limited 5,000
Kadora Investments Limited 4,000
Monies contributed by the investors of these entities constitute the
consideration used in making the purchase of the 209,300 shares. For more
information on these entities, see Item 2(a) above.
Item 4. Purpose of Transaction
Pembroke's clients engaged in the acquisition of shares in CD Warehouse as
a passive portfolio investment. No other motives, plans or proposals underlie
this transaction.
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 Pembroke may be found in rows 11 and 13
of the cover page.
(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 25,000
shares owned by Air Canada USA, over which Pembroke exercises only investment
power and not voting power.
(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.
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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.
Pembroke Management Limited
Date: June 4, 1998 /s/ Jeffery Tory
Jeffrey Tory, Vice-President & Director
