<PAGE>1
PRELIMINARY INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
|X| Preliminary Information Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
| | Definitive Information Statement
STRATEGIC DISTRIBUTION, INC.
(Name of Registrant as Specified In Its Charter)
STRATEGIC DISTRIBUTION, INC.
(Name of Person(s) Filing Information Statement)
Payment of Filing Fee (Check the appropriate box):
|X| $125 per Exchange Act Rule 0-11(c)(1)(ii) or 14c-5(g).
| | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
| | Fee previously paid with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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Preliminary Information Statement
As filed on February 29, 1996
STRATEGIC DISTRIBUTION, INC.
12136 West Bayaud
Suite 320
Lakewood, Colorado 80228
Phone: (303) 234-1419
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INFORMATION STATEMENT
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This Information Statement is furnished by the Board of
Directors (the "Board") of Strategic Distribution, Inc. (the "Company") to
stockholders of the Company pursuant to Rule 14c-2 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") in connection with an amendment
(the "Amendment") to the Restated Certificate of Incorporation (the "Certificate
of Incorporation") of the Company to provide for an increase in the number of
authorized shares of the Company's common stock, par value $.10 per share (the
"Common Stock"), from 25,000,000 shares to 50,000,000 shares. The Amendment has
been unanimously approved by the Board. As required by the Delaware General
Corporation Law (the "DGCL"), the Amendment has been approved by the holders of
a majority of the outstanding shares of Common Stock by written consent in lieu
of a meeting pursuant to Section 228(a) of the DGCL. The Amendment will become
effective upon the filing of a Certificate of Amendment of Restated Certificate
of Incorporation with the Secretary of State of Delaware, which, pursuant to
Rule 14c-2 under the Exchange Act, will not take place until a date at least 20
days following the date on which this Information Statement is mailed to the
stockholders of the Company.
This Information Statement also serves as notice to
stockholders of an action taken by less than unanimous written consent as
required by Section 228(d) of the DGCL.
This Information Statement is being mailed on or about March
__, 1996 to persons who were stockholders of record on February 28, 1996.
STOCKHOLDERS OF THE COMPANY ARE NOT BEING ASKED FOR A PROXY AND ARE NOT
REQUESTED TO SEND THE COMPANY A PROXY.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of February 20, 1996, there were issued and outstanding
21,742,954 shares of Common Stock, the only class of voting securities of the
Company. Each share of Common Stock entitles its holder to one vote.
The following table sets forth certain information, as of
February 20, 1996, concerning beneficial ownership of the Common Stock
(calculated based on 21,742,954 shares outstanding) by (i) each person known
by the Company to own beneficially more than five percent of the outstanding
shares of the Common Stock, (ii) each director of the Company, (iii) each
named executive officer as defined in Item 402(a)(3) of Regulation S-K under
the Securities Act of 1933, as amended, and (iv) all directors and executive
officers of the Company as a group. Unless otherwise indicated, all amounts
reflected in the table represent shares the beneficial owners of which have
sole voting and investment power.
Amount and
Nature of
Title of Name and Address of Beneficial Percent
Class Beneficial Owner(a) Ownership of Class
Common Stock William R. Berkley
Director 9,282,898(b) 40.93%(b)
Common Stock Andrew M. Bursky
Director, Chairman of
the Board 1,090,863(c) 4.92%(c)
Common Stock Arnold W. Donald
Director 1,030 *
Common Stock Catherine B. James
Chief Financial Officer,
Executive Vice
President and
Director 720,820(d) 3.29%(d)
Common Stock George E. Krauter
Director 206,000 *
Common Stock Joshua A. Polan
Director 165,781 *
Common Stock Theodore R. Rieple
President, Director 413,030(e) 1.87%(e)
Common Stock Soros Group(f) 2,472,000 11.37%
Common Stock Wellington Management
Company(g) 1,288,360(h) 5.93%
Common Stock All executive officers
and directors as a
group (9 persons) 11,464,476(i) 49.48%(i)
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* Owns less than 1% of the outstanding shares of Common Stock.
(a) The business address of William R. Berkley and all executive officers
and directors of the Company is 165 Mason Street, Greenwich,
Connecticut 06830. The business addresses of the members of the Soros
Group are set forth in footnote (f) below and the business address of
Wellington Management Company is set forth in footnote (g).
(b) Includes (i) 417,182 shares of Common Stock as to which
Mr. Berkley has granted a call option to Mr. Bursky, (ii) 19,649
shares of Common Stock which are subject to currently exercisable
stock options held by The Berkley Family Limited Partnership, and
(iii) 919,600 shares of Common Stock which are subject to currently
exercisable stock options held by Interlaken Investment Partners, L.P.
Mr. Berkley is a general partner of The Berkley Family Limited
Partnership and is the sole owner of a company that indirectly
controls Interlaken Investment Partners, L.P.; as such, he may be
deemed to be the beneficial owner of shares of Common Stock and/or
options to purchase Common Stock held by those entities. The number of
outstanding shares used for calculating percent of class is
22,682,203.
(c) Includes (i) 417,182 shares of Common Stock which Mr. Bursky
may acquire from Mr. Berkley upon exercise of a call option and (ii)
28,295 shares of Common Stock which are
subject to currently exercisable stock options held by Mr. Bursky.
The number of outstanding shares used for calculating percent of class
is 22,188,431.
(d) Includes 147,800 shares of Common Stock which are subject to currently
exercisable stock options held by Ms. James. The number of
outstanding shares used for calculating percent of class is
21,890,754.
(e) Includes (i) 257,500 shares of Common Stock which are subject to
currently exercisable stock options held by Mr. Rieple and (ii)
51,500 shares of Common Stock which are subject to stock options held
by Mr. Rieple that will become exercisable within 60 days. The number
of outstanding shares used for calculating percent of class is
22,051,954.
(f) The Soros Group is comprised of George Soros (doing business as
Soros Fund Management), Brahman Partners II, L.P., B-Y Partners, L.P.,
Brahman Capital Corp., Brahman Partners, Peter A. Hochfelder,
Robert J. Sobel and Mitchell A. Kuflik. The business address of Mr.
Soros is 888 Seventh Avenue New York, New York 10106. The business
address of all other members of the Soros Group is 630 Fifth Avenue,
New York, New York 10111.
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Information regarding the Soros Group has been obtained by the Company
from a Schedule 13D filed by the Soros Group with the Securities and
Exchange Commission on or about January 12, 1994.
(g) The business address of Wellington Management Company is 75 State
Street, Boston Massachusetts 02109. Information regarding Wellington
Management Company has been obtained by the Company from a Schedule
13G filed by Wellington Management Company with the Securities and
Exchange Commission on or about January 31, 1996.
(h) Wellington Management Company has shared investment power over
1,288,360 shares of Common Stock and shared voting power over 629,160
shares of Common Stock. Wellington Management Company does not have
sole voting power over any shares of Common Stock.
(i) Includes 1,425,580 shares of Common Stock which are subject to
options held by executive officers and directors of the Company that
are currently exercisable or will become exercisable within 60 days.
The number of outstanding shares used for calculating percent of
class is 23,168,534.
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AMENDMENT TO CERTIFICATE OF INCORPORATION --
INCREASE IN AUTHORIZED COMMON STOCK
Reasons for the Increase in Authorized Common Stock
The Certificate of Incorporation currently authorizes the
Company to issue 25,000,000 shares of Common Stock. The amendment to the
Certificate of Incorporation to increase by 25,000,000 shares the number of
shares of Common Stock the Company is authorized to issue (the "Amendment") will
authorize the Company to issue 50,000,000 shares of Common Stock. As of February
20, 1996, (i) 21,742,954 shares of Common Stock were outstanding, (ii) 38,625
shares of Common Stock had been reserved for issuance pursuant to presently
exercisable warrants and (iii) 2,999,096 shares of Common Stock had been
reserved for issuance pursuant to the Company's 1990 Incentive Stock Option Plan
and certain stock option agreements. As a result, as of February 20, 1996, only
257,950 shares of authorized but unissued Common Stock remained available for
future financings, acquisitions and other general corporate purposes. The Board
believes that the increase in the number of authorized shares of Common Stock
will afford the Company greater flexibility in acting upon proposed
transactions, including financing transactions and acquisitions, that may be
considered by the Board from time to time. The authorized but unissued Common
Stock, including the increased number of shares of Common Stock resulting from
the Amendment, may be used from time to time as determined by the Board without
further stockholder action, unless issued in transactions, such as certain
mergers, which require stockholder approval. No preemptive rights exist with
respect to any outstanding shares of Common Stock. The issuance of additional
shares of Common Stock may cause dilution in the equity and earnings of the
present stockholders.
Approval Required
The Board has unanimously approved the Amendment. Stockholders
holding in the aggregate a majority of the outstanding Common Stock, the only
class of capital stock of the Company outstanding and entitled to vote, have
adopted a resolution by written consent in lieu of a meeting pursuant to Section
228(a) of the DGCL approving the Amendment. The Board has not solicited any
proxies or consents from any other stockholders in connection with this action.
By Order of the Board of Directors
Catherine B. James
Secretary
Greenwich, Connecticut
March __, 1996
