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)
March 27, 2000
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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 1 of 3
1) Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Formula Unit Trust - ("FUT")
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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 364,900
Number of
Shares
Beneficially 8) Shared Voting Power 364,900
Owned by
Each
Reporting 9) Sole Dispositive Power 364,900
Person With
10) Shared Dispositive Power 364,900
11) Aggregate Amount Beneficially Owned by Each Reporting Person
364,900
12) Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares ( )
13) Percent of Class Represented by Amount in Row (11)
9.97%
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
This statement is filed by Formula Unit Trust ("FUT") a Canadian mutual fund.
FUT is managed and controlled by Formula Growth Limited, a Canadian corporation
("FGL"). FGL's directors and executive directors are John W. Dobson, Randall W.
Kelly, Rene Catafago, Kimberley Holden, John Liddy and Stuart Cobbett. All of
the entities described herein are citizens of Canada or entities organized under
the laws of Canada.
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 FUT
nor, to the best of its knowledge, any director, executive officer or
controlling person of FUT 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 FUT or any director,
executive officer or controlling person of FUT 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 sales of 44,400 shares of CD Warehouse's
common stock (the "Sales").
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following:
FUT effected the Sales 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 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 FUT may be found in rows 11 and 13 of the cover page.
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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 300,000 shares, or 8.1%, 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 which purchased such 30,000 shares on May 15, 1998 for $10
per share, or $300,000, in a transaction substantially similar to this.
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 Unit Trust
/s/ Rene Catafago
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Date: April 20, 2000 Rene Catafago, Executive Vice President
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