SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INDUSTRIAL DISTRIBUTION GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
45061100
--------------
(CUSIP Number)
Andrew B. Shearer
20 N. Penn Street
York, PA 17401
(717) 854-9531
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 29, 1997
-------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement of Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box. / /
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SCHEDULE 13D
CUSIP NO. 45061100
1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Andrew B. Shearer
_________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(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
United States of America
_________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER
SHARES 514,889 Shares (7.1%)
BENEFICIALLY ---------------------
OWNED BY
EACH ____________________________________________________
REPORTING
PERSON WITH 8. SHARED VOTING POWER
0
____________________________________________________
9. SOLE DISPOSITIVE POWER
514,889 Shares (7.1%)
____________________________________________________
10. SHARED DISPOSITIVE POWER
0
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____________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,889 shares
____________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES / /
____________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
____________________________________________________________
14. TYPE OF REPORTING PERSON
IN
____________________________________________________________
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ITEM 1. SECURITY AND ISSUER.
This statement (this "Statement") relates to the Common
Stock par value $.01 per share (the "Securities") of
Industrial Distribution Group, Inc. (the "Issuer"), with
principal executive offices located at 2500 Royal Place,
Tucker, GA 30084.
ITEM 2. IDENTIFY AND BACKGROUND.
(a) Name: Andrew B. Shearer.
(b) Business address: 20 N. Penn Street
York, PA 17401
(c) Present occupation or employment and business
address:
President
Shearer Industrial Supply Co.
20 N. Penn Street
York, PA 17401
(d) Criminal proceedings: none.
(e) Securities related civil proceedings: none.
(f) Citizenship: United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Securities were acquired pursuant to a merger (the
"Merger") of a subsidiary of the Issuer with and into
Shearer Industrial Supply Co. ("Shearer"). In the
Merger, the reporting person received 514,889 shares (the
"Acquired Shares") of the Issuer in exchange for all of
the outstanding capital stock of Shearer.
ITEM 4. PURPOSE OF THE TRANSACTION.
The acquisition of the Acquired Shares was pursuant to
the Merger whereby Shearer merged with a subsidiary of
the Issuer and became a wholly-owned subsidiary of the
Issuer. The Merger was part of a larger transaction (the
"Combination") in which the Issuer acquired nine
corporations through mergers or stock exchanges,
including the acquisition of Shearer.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The 514,889 Acquired Shares represent 7.1% of the
currently outstanding Securities of the Issuer and are
all of the shares owned by the Reporting Person.
(b) The Reporting Person has sole power to vote and
dispose of the Acquired Shares.
(c) No transactions have been effectuated during the
past 60 days by the Reporting Person involving the
Securities. The Merger was effective September 29, 1997.
(d) None.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person agreed not to offer, pledge, sell,
contract to sell, or otherwise dispose of,directly or
indirectly, any Securities, for a period of 180 days
after September 23, 1997, without the prior written
consent of Merrill Lynch & Co. In addition, as a
condition to the Combination, the Reporting Person agreed
not to sell, directly or indirectly, or otherwise dispose
of the Acquired Shares for a period of two years after
the Combination. The Reporting Person has deposited
128,722 of the Acquired Shares in an escrow account (the
"Escrow Account") for the purpose of securing a certain
guarantee of any receivables of the books and records of
Shearer as of March 31, 1997 and certain indemnification
obligations of the Reporting Person to the Issuer under
the acquisition agreement with Shearer, subject to setoff
of any indemnification obligations that the Issuer may
have thereunder. A portion of the escrowed shares will
be distributed from the Escrow Account one year after the
closing of the Combination, and the balance after two
years unless required to be distributed earlier to the
Issuer in respect of its establishment of indemnification
claims prior to such times.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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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.
Date: December 1, 1997
/s/ Andrew B. Shearer
Andrew B. Shearer
