UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
CD Warehouse, Inc.
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
12512W105
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(CUSIP Number)
Doyle E. Motley, 722 North Broadway, Oklahoma City, OK 73102, 405-949-2422
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(Name, address and telephone number of person
authorized to receive notices and communications)
December 18, 1998
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(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 2 OF 4
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1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pembroke Management Ltd. - ("Pembroke")
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) (X)
(B) ( )
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3) SEC USE ONLY
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4) SOURCE OF FUNDS OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e). ( )
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7) SOLE VOTING POWER
NUMBER OF 125,300
SHARES
BENEFICIALLY ------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH 125,300
REPORTING
PERSON WITH ------------------------------------------------------
9) SOLE DISPOSITIVE POWER
125,300
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10) SHARED DISPOSITIVE POWER
125,300
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,300
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5%
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14) TYPE OF REPORTING PERSON
OO
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<PAGE>
PAGE 3 OF 4
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
This statement is filed by Pembroke Management Ltd., a Canadian corporation
("Pembroke"). Pembroke serves as an investment manager and advisor for seven
investment entities which purchased shares of Common Stock. 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. All of the entities described herein: (i) are
citizens of Canada or entities organized under the laws of Canada; (ii) are
principally occupied in investment management; and (iii) utilize 1010
Sherbrooke Street West, Suite 818, Montreal, Quebec H3A 2R7, as their business
address.
Neither Pembroke nor, to the best of its knowledge, any director, executive
officer or controlling person of Pembroke has, during the last five years,
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding
Pembroke or any director, executive officer or controlling person of Pembroke
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, or finding
any violation with respect to federal or state securities laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding the following:
This amended schedule relates only to sale of 59,000 shares of CD Warehouse's
Common Stock on December 18, 1998 (the "Sale"), and the relinquishment of
investment and advisory control over an additional 25,000 shares of CD
Warehouse's Common Stock (the "Relinquishment").
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following:
Pembroke effected the Sale as a partial liquidation of passive portfolio
investments. The Relinquishment occurred in the ordinary course of Pembroke's
business and was effected at the request of one of Pembroke's clients. No
other motives, plans or proposals underlie these transactions.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by adding the following:
After giving effect to the Sales, which were the only transactions involving
the common stock in CD Warehouse during the last sixty day other than those
previously reported on the original Schedule 13D, 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.
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PAGE 4 OF 4
Pembroke ceased to be the beneficial owner of more than five percent of CD
Warehouse's common stock on December 18, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable to this amendment.
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 Ltd
Date: January 22, 1999 /s/ Jeffrey Tory
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Jeffrey Tory, Vice-President & Director
