<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
STRATEGIC DISTRIBUTION, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10
- --------------------------------------------------------------------------------
(Title of Class of Securities)
862701208
- --------------------------------------------------------------------------------
(CUSIP Number)
Neil Novikoff, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street, New York, NY 10022
(212) 821-8000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 23, 1996
- --------------------------------------------------------------------------------
(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 the 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 . (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>2
SCHEDULE 13D
- -----------------------
CUSIP No. 862701208
-------------
- -----------------------
- ---- ----------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Berkley
- ---- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ---- ----------------------------------------------------------------------
3 SEC USE ONLY
- ---- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ---- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ---- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------- --------- --------------------------------------------------
7 SOLE VOTING POWER
8,682,898 (including 417,182 shares which are subject
to a call option and 939,249 shares which may be
acquired upon exercise of stock purchase options)
--------- --------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING --------- --------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
8,682,898 (including 417,182 shares which are subject
to a call option and 939,249 shares which may be
acquired upon exercise of stock purchase options)
--------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ---- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,682,898
- ---- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ---- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6%
- ---- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ---- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>3
This statement constitutes Amendment No. 7 ("Amendment No. 7")
to the Schedule 13D as originally filed with the Securities and Exchange
Commission (the "Commission") on July 20, 1990 (the "Original 13D"), and as
previously amended and supplemented on each of January 9, 1991, August 5, 1992,
January 8, 1993, December 8, 1993, January 21, 1994 and December 22, 1995 by
Amendments No. 1, 2, 3, 4, 5 and 6, respectively (collectively, the "13D
Amendments"). Pursuant to Item 101(a)(2)(ii) of Regulation S-T, the Original
13D, as amended and supplemented by the 13D Amendments, is hereby further
amended and restated as set forth below. Exhibits 1 through 11, which have been
previously filed in paper format, are not restated electronically herein.
Item 1. Security and Issuer
This Statement on Schedule 13D relates to the Common Stock,
par value $.10 per share (previously Class B Common Stock) (the "Common Stock"),
of Strategic Distribution, Inc. (formerly Strategic Information, Inc.) (the
"Company"), the principal executive offices of which are located at 12136 West
Bayaud, Suite 320, Lakewood, Colorado 80228.
Item 2. Identity and Background
(a) The Original 13D and Amendments No. 1, 2 and 3 thereto
were filed jointly by Informedia Partners, Limited Partnership, a limited
partnership formed under the laws of the State of Delaware ("Informedia
Partners"), the general partner of which was Mr. William R. Berkley ("Mr.
Berkley"), and by Mr. Berkley as an individual, pursuant to a joint filing
agreement previously filed thereto as Exhibit 1. As disclosed in Amendment No.
3, Informedia Partners was dissolved on December 31, 1992. Therefore, as of
such date, Informedia Partners was no longer included as a reporting person for
purposes of the Original 13D. Amendments No. 4, 5 and 6 thereto were filed
solely on behalf of Mr. Berkley. This Amendment No. 7 is also filed solely on
behalf of Mr. Berkley.
(b) The business address of Mr. Berkley is 165 Mason
Street, Greenwich, Connecticut 06830.
(c) Mr. Berkley's present principal occupation is
President and Chairman of the Board of W.R. Berkley Corporation, an insurance
holding company.
(d) During the last five (5) years, neither Informedia
Partners nor Mr. Berkley has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five (5) years, neither Informedia
Partners nor Mr. Berkley has been a party to a civil proceeding
<PAGE>4
of a judicial or administrative body of competent jurisdiction which, as a
result of such proceeding, would subject such party to 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
violations with respect to such laws.
(f) Mr. Berkley is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Informedia Partners
As reported in the Original 13D, Informedia Partners acquired
660,770 shares of Common Stock as a result of the conversion of 132,154 shares
of the Company's Series A Convertible Preferred Stock. After the conversion,
Informedia Partners was the beneficial owner of 3,587,437 shares of Common
Stock.
As reported in Amendment No. 3, on December 31, 1992,
Informedia Partners was dissolved and all of the Common Stock owned by
Informedia Partners was distributed (the "Distribution") to its partners. After
the Distribution, Informedia Partners no longer owned any shares of Common
Stock.
Mr. Berkley
As reported in the Original 13D, Mr. Berkley acquired
3,658,000 shares of Common Stock pursuant to a Subscription Agreement (see Item
6) whereby the Company offered (the "Exchange Offer") to issue and sell to Mr.
Berkley 62,000 shares of Common Stock in exchange for each $37,500 principal
amount of 10% Subordinated Promissory Notes due December 31, 1996 (the "Notes"),
and each warrant, expiring February 15, 1999, to purchase 25,000 shares of
Common Stock (the "Warrants"), issued by the Company and held by Mr. Berkley.
Pursuant to the Exchange Offer, Mr. Berkley exchanged $2,212,500 aggregate
principal amount of Notes and Warrants to purchase 1,475,000 shares of Common
Stock for an aggregate of 3,658,000 shares of Common Stock. After the Exchange
Offer, Mr. Berkley was the beneficial owner of 7,835,437 shares of Common Stock.
As reported in Amendment No. 1, Mr. Berkley acquired 1,360,592
shares of Common Stock pursuant to the Company's private placement of Common
Stock that was completed on December 27, 1990 (the "Private Placement") for an
aggregate purchase price of $1,360,592. After the Private Placement, Mr. Berkley
was the beneficial owner of 9,196,029 shares of Common Stock.
As reported in Amendment No. 2, Mr. Berkley acquired 124,331
shares of Common Stock in a privately negotiated transaction with Mr. Jeffrey
V. Simon that was completed on July
<PAGE>5
24, 1992 (the "Simon Purchase"), for an aggregate purchase price of $124,331.
After the Simon Purchase, Mr. Berkley was the beneficial owner of 9,320,360
shares of Common Stock.
As reported in Amendment No. 3, on December 31, 1992,
Informedia Partners was dissolved and all of the Common Stock owned by
Informedia Partners was distributed to its partners (the "Distribution"). At the
time of the Distribution, Mr. Berkley, as general partner and holder of a 66%
partnership interest in Informedia Partners, was deemed to own beneficially all
of the 3,587,437 shares of Common Stock held by Informedia Partners. Pursuant to
the Distribution, Mr. Berkley acquired directly 2,367,708 shares of Common Stock
in exchange for his partnership interest in Informedia Partners. After the
Distribution, Mr. Berkley was the beneficial owner of 8,100,631 shares of Common
Stock.
In Amendment No. 6, on May 12, 1995, Mr. Berkley reported an
increase in beneficial ownership of Common Stock as a result of the purchase (as
more fully disclosed in Item 6) (the "Related Purchases") of (i) options to
purchase 19,077 shares of Common Stock by The Berkley Family Limited
Partnership, of which Mr. Berkley is a general partner, and (ii) options to
purchase 892,816 shares of Common Stock by Interlaken Investment Partners, L.P.,
of which Mr. Berkley is the sole owner of a company that indirectly controls
such partnership. Mr. Berkley may be deemed to be the beneficial owner of shares
of Common Stock and/or options to purchase Common Stock held by these entities.
After these purchases, Mr. Berkley was the beneficial owner of 9,012,524 shares
of Common Stock.
On December 29, 1995, a three percent (3%) stock dividend was
paid to stockholders of record on December 18, 1995 (the "Stock Dividend"),
pursuant to which Mr. Berkley received 243,018 shares of Common Stock. In
addition, as a result of the Stock Dividend, Interlaken Investment Partners,
L.P. received options to purchase an additional 26,784 shares of Common Stock
and The Berkley Family Limited Partnership received options to purchase an
additional 572 shares of Common Stock. After the Stock Dividend, Mr. Berkley was
the beneficial owner of 9,282,898 shares of Common Stock.
On May 23, 1996, Mr. Berkley sold 600,000 shares of Common
Stock in a public offering registered under the Securities Act of 1933, as
amended, at an aggregate public offering price of $4,650,000. After the sale,
Mr. Berkley was the beneficial owner of 8,682,898 shares of Common Stock.
Item 4. Purpose of Transaction
Informedia Partners
<PAGE>6
As reported in the Original 13D, Informedia Partners
determined to convert its Series A Convertible Preferred Stock into Common Stock
because it believed it would be in the best interests of both Informedia
Partners and the Company to convert such preferred stock at that time. At the
time of such conversion, Informedia Partners did not intend to acquire
additional securities of the Company or to dispose of such securities.
Mr. Berkley
As reported in the Original 13D and Amendments No. 1, 2 and 3
thereto, Mr. Berkley determined to participate in the Exchange Offer, the
Private Placement, the Simon Purchase, the Distribution and the Related
Purchases (each, a "Transaction") based on his analysis of the financial merits
of each Transaction. At the time of the reporting of each Transaction, Mr.
Berkley did not intend to acquire additional securities of the Company or to
dispose of such securities.
Item 5. Interest in Securities of the Issuer
(a) Mr. Berkley is the beneficial owner of 8,682,898 shares
of Common Stock. Mr. Berkley owns directly 7,743,649 shares of Common Stock,
including 417,182 shares which are subject to a call option (as more fully
described in Item 6), and owns indirectly 939,249 shares (as more fully
described in Item 6) which are subject to currently exercisable stock options,
representing 28.6% of the 30,359,734 issued and outstanding shares (including
939,249 shares which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i)) of
Common Stock.
(b) Mr. Berkley has the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of 8,692,898
shares of Common Stock (including 417,182 shares which are subject to a call
option and 939,249 shares which may be acquired upon exercise of stock purchase
options).
(c) On May 23, 1996, Mr. Berkley sold 600,000 shares of
Common Stock in a public offering registered under the Securities Act of 1933,
as amended, at an aggregate public offering price of $4,650,000.
Other than as set forth in this Item 5(c), Mr.
Berkley has effected no transactions in the Common Stock during the last 60
days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Informedia Partners
<PAGE>7
As reported in the Original 13D, Informedia Partners acquired
660,770 shares of Common Stock pursuant to a notice of conversion of Series A
Convertible Preferred Stock dated June 19, 1990, previously filed as Exhibit 2
and incorporated herein by reference.
Mr. Berkley
As reported in the Original 13D, Mr. Berkley acquired
3,658,000 shares of Common Stock in the Exchange Offer pursuant to a
Subscription Agreement for Shares of Class B Common Stock dated as of June 29,
1990 between the Company and Mr. Berkley, previously filed as Exhibit 3 and
incorporated herein by reference.
As reported in Amendment No. 1, Mr. Berkley acquired 1,360,592
shares of Common Stock pursuant to a Subscription Agreement for Shares of Common
Stock dated as of December 21, 1990 between the Company and Mr.
Berkley, previously filed as Exhibit 4 and incorporated herein by reference.
As reported in Amendment No. 2, Mr. Berkley acquired 124,331
shares of Common Stock pursuant to a Stock Purchase Agreement dated as of July
24, 1992 between Mr. William R. Berkley and Mr. Jeffrey V. Simon, previously
filed as Exhibit 5 and incorporated herein by reference.
As reported in Amendment No. 4, Mr. Berkley issued to Mr.
Andrew M. Bursky ("Mr. Bursky") an option to purchase 405,031 shares of Common
Stock then owned by Mr. Berkley for a purchase price of $343,261 (the "Call
Option") pursuant to a letter dated November 5, 1993, previously filed as
Exhibit 4. The Call Option was to expire on December 31, 1995. As reported in
Amendment No. 6, pursuant to a letter dated December 22, 1995, previously filed
as Exhibit 9 and incorporated herein by reference, the Call Option was extended
until January 31, 1997, and the number of shares of Common Stock subject to the
Call Option was to be adjusted for any stock dividends or stock splits. The
purchase price for the extension of the Call Option was an additional $5,000, to
be paid prior to the exercise or expiration of the Call Option. As a result of
the Stock Dividend, the number of shares of Common Stock subject to the Call
Option was adjusted from 405,031 shares to 417,182 shares.
As reported in Amendment No. 5, pursuant to a letter
agreement, dated January 4, 1994, among Quota Fund NV - "Brahman," Brahman
Partners II, L.P., Genesis Capital Fund-Brahman, B-Y Partners, L.P.
(collectively, the "Investors"), and Mr. Berkley (the "Investors Agreement"),
and a letter agreement, dated January 4, 1994, between George E. Krauter and
Mr. Berkley
<PAGE>8
(the "Krauter Agreement"), Mr. Berkley granted the Investors and Mr. Krauter the
right, subject to the terms and conditions contained in the Investors Agreement
and the Krauter Agreement, to sell a pro rata portion of the Common Stock owned
by them in the event Mr. Berkley sells any Common Stock owned by him. The
provisions of the Investors Agreement and the Krauter Agreement do not apply to
(i) transfers by Mr. Berkley to his wife, his children or to trusts established
for the benefit of either Mr. Berkley, his wife or his children or (ii)
transfers by Mr. Berkley aggregating not more than ten percent (10%) of the
shares of Common Stock outstanding on the date of the Investors Agreement and
the Krauter Agreement in one or more transactions not involving any public
offering or sale. A copy of each of the Investors Agreement and the Krauter
Agreement were previously filed as Exhibits 7 and 8, respectively, to Amendment
No. 5 and are incorporated herein by reference.
As reported in Amendment No. 6, on May 12, 1995, Interlaken
Investment Partners, L.P. ("IIP"), The Berkley Family Limited Partnership
("BFLP") and the other shareholders (together with IIP and BFLP, the "Sellers")
of American Technical Services Group, Inc., a Delaware corporation ("ATSG"),
sold all of the outstanding common stock of ATSG held by the Sellers (the "ATSG
Stock") to the Company pursuant to a Stock Purchase Agreement between the
Sellers and the Company. In payment of the purchase price for the ATSG Stock,
the Sellers received options to purchase shares of Common Stock. Pursuant to
Stock Option Agreements, dated May 12, 1995, between the Company and each of IIP
and BFLP, copies of which were previously filed as Exhibits 10 and 11 to
Amendment No. 6 and are incorporated herein by reference, IIP, as the holder of
1,170 shares of ATSG Stock, received the right to purchase up to 892,816 shares
of Common Stock at a price of $6.00 per share (the "IIP Option"), and BFLP, as
the holder of 25 shares of ATSG Stock, received the right to purchase up to
19,077 shares of Common Stock at a price of $6.00 per share (the "BFLP Option").
The Stock Purchase Agreement provides that the number of shares subject to the
IIP Option and the BFLP Option shall be adjusted as appropriate and equitable
upon any distributions to stockholders of the Company other than cash dividends.
The IIP Option and the BFLP Option are currently exercisable and terminate on
May 12, 2000. Interlaken Management Partners, L.P. is the sole general partner
of IIP, and Lake Management, Inc. is the sole general partner of Interlaken
Management Partners, L.P. Neither Interlaken Management Partners, L.P. nor Lake
Management, Inc. is engaged in any other business other than acting as a general
partner as stated. Mr. Berkley is the sole stockholder of Lake Management, Inc.
In addition, Mr. Berkley is a general partner of BFLP. By reason of the
provisions of Rules 13d-3 and 16a-1 promulgated under the Securities Exchange
Act of 1934, Mr. Berkley may be deemed to own
<PAGE>9
beneficially the IIP Option and the BFLP Option. As a result of the Stock
Dividend, the number of shares of Common Stock subject to the IIP Option was
adjusted from 892,816 shares to 919,600 shares, and the number of shares of
Common Stock subject to the BFPL Option was adjusted from 19,077 shares to
19,649 shares. The aggregate number of shares of Common Stock issuable upon
exercise of the IIP Option and the BFPL Option (939,249 shares) are included in
Item 5 of this Amendment No. 7 for purposes of calculating the number of shares
of Common Stock beneficially owned by Mr. Berkley.
Item 7 Material to be Filed as Exhibits
Exhibit 1 - Joint Filing Agreement, dated July 20, 1990, between Informedia
Partners, Limited Partnership and William R. Berkley
Exhibit 2 - Notice of Conversion of Series A Convertible Preferred Stock from
Informedia Partners, Limited Partnership to the Company dated June
19, 1990
Exhibit 3 - Subscription Agreement for Shares of Class B Common Stock dated as
of June 29, 1990 between the Company and William R. Berkley
Exhibit 4 - Subscription Agreement for Shares of Common Stock dated as of
December 21, 1990 between the Company and William R. Berkley
Exhibit 5 - Stock Purchase Agreement dated as of July 24, 1992, between Mr.
William R. Berkley and Mr. Jeffrey V. Simon
Exhibit 7 - Letter agreement, dated January 4, 1994, among Quota Fund NV -
"Brahman," Brahman Partners II, L.P. Genesis Capital Fund
Fund-Brahman, B-Y Partners, L.P., and William R. Berkley
Exhibit 8 - Letter agreement, dated January 4, 1994, between George E. Krauter
and William R. Berkley
Exhibit 9 - Letter, dated December 22, 1995 from William R. Berkley to Andrew
M. Bursky
<PAGE>10
Exhibit 10 - Stock Option Agreement, dated May 12, 1995, between the Company
and Interlaken Investment Partners, L.P.
Exhibit 11 - Stock Option Agreement, dated May 12, 1995, between the Company
and The Berkley Family Limited Partnership
<PAGE>11
SIGNATURES
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.
Dated: June 7, 1996
WILLIAM R. BERKLEY
/s/ William R. Berkley
