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, 1204 Sovereign Row, Oklahoma City, OK 73102; 405-949-2422
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 11, 1999
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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
Formula Growth Fund - ("FGF")
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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 300,000
SHARES
BENEFICIALLY ------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH 300,000
REPORTING
PERSON WITH ------------------------------------------------------
9) SOLE DISPOSITIVE POWER
300,000
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10) SHARED DISPOSITIVE POWER
300,000
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
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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) 8.5%
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14) TYPE OF REPORTING PERSON
OO
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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 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.
The business address for the all entities described herein is 1010 Sherbrooke
Street West, Suite 1408, Montreal, Quebec H3A 2R7. The principal business of
all entities described herein is investment management. None of the entities
described herein have been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) during the last five years.
Neither FGF nor, to the best of its knowledge, any director, executive officer
or controlling person of FGF 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
FGF or any director, executive officer or controlling person of FGF 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 the sale of 100,000 shares of CD
Warehouse's common stock on December 18, 1998 (the "Sale").
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following:
FGF effected the Sale as a partial liquidation of a passive portfolio
investment. No other motives, plans or proposals underlie this transaction.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by adding the following:
After giving effect to the Sale, 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 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
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PAGE 4 OF 4
in rows 11 and 13. Additionally, such other persons may be deemed to
beneficially own 409,300 shares, or 11.5%, of common stock in CD Warehouse as
a result of their control positions in Formula Growth Fund, a Canadian mutual
fund.
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.
Each person identified in this Item has shared power to vote or direct the
vote of all shares described herein, except the 30,000 shares over which
Randall W. Kelly maintains sole control.
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 to this amendment.
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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.
Formula Growth Fund
Date: January 8, 1999 ---------------------------------------
Rene Catafago, Vice President, Finance
