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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
STRATEGIC DISTRIBUTION, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10
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(Title of Class of Securities)
862701208
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(CUSIP Number)
Neil Novikoff, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street, New York, NY 10022
(212) 821-8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 31, 1997
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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 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).
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SCHEDULE 13D
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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
8,125,996 (including 943,249 shares which may be
acquired upon exercise of stock purchase options)
____________________________________________________________
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 0
REPORTING ____________________________________________________________
PERSONS WITH 9 SOLE DISPOSITIVE POWER
8,125,996 (including 943,249 shares which may be
acquired upon exercise of stock purchase options)
____________________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,125,996
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
________________________________________________________________________________
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.
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This Amendment No. 9 to Schedule 13D ("Amendment No. 9"), filed on
behalf of Mr. William R. Berkley ("Mr. Berkley"), relates to the Common Stock,
par value $.10 per share (the "Common Stock"), of Strategic Distribution, Inc.
(the "Company"), and amends and supplements the Schedule 13D as originally filed
with the Securities and Exchange Commission (the "Commission") on July 20, 1990,
as 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, as further amended and
restated pursuant to Item 101(a)(2)(ii) of Regulation S-T on June 7, 1996 by
Amendment No. 7, and as further amended on January 10, 1997, by Amendment No. 8.
Item 3. Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended by inserting the following language after the
last paragraph of such Item:
On July 1, 1996, Mr. Berkley was awarded 2,388 shares of Common Stock
pursuant to the Company's 1996 Non-Employee Director Stock Plan (the "1996
Director Plan"). The award was determined based upon the fair market value of
the Common Stock of $8.38 per share at May 31, 1996. No purchase price was paid
in consideration of this award.
On December 31, 1996, Mr. Berkley was awarded a non-incentive stock
option under the 1996 Director Plan, representing 4,000 shares of Common Stock.
The option was immediately exercisable at an exercise price of $8.00 per share,
based upon the fair market value of the Common Stock at December 31, 1996, and
expires on December 31, 2001. No purchase price was paid in consideration of
this award.
Item 5. Interest in Securities of the Issuer
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Items 5(a), (b) and (c) are hereby amended and restated in their
entirety as follows:
(a) Mr. Berkley is the beneficial owner of 8,125,996 shares of Common
Stock. Mr. Berkley owns directly 7,186,747 shares of Common Stock, 4,000 shares
of which are subject to currently exercisable stock options, and owns indirectly
939,249 shares of Common Stock (as more fully described in Item 6) which are
subject to currently exercisable stock options, all of such ownership
representing 26.9% of the 30,205,403 issued and outstanding shares (including
943,249 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 8,125,996 shares of
Common Stock (including 943,249 shares which may be acquired upon exercise of
stock purchase options).
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(c) On July 1, 1996, Mr. Berkley was awarded 2,388 shares of Common
Stock pursuant to the 1996 Director Plan. The award was determined based upon
the fair market value of the Common Stock at May 31, 1996 of $8.38 per share. No
purchase price was paid in consideration of this award. After this award, Mr.
Berkley was the beneficial owner of 8,539,178 shares of Common Stock.
On December 31, 1996, Mr. Berkley was awarded a non-incentive stock
option under the 1996 Director Plan, representing 4,000 shares of Common Stock.
The option became immediately exercisable at an exercise price of $8.00 per
share, based upon the fair market value of the Common Stock at December 31,
1996, and expires on December 31, 2001. No purchase price was paid in
consideration of this award. After this award, Mr. Berkley was the beneficial
owner of 8,543,178 shares of Common Stock.
On January 31, 1997, Mr. Berkley sold to Andrew Bursky 417,182 shares
of Common Stock pursuant to a call option in favor of Mr. Bursky (the "Call
Option," more fully described in Item 6). The exercise price for the Call Option
of $343,261 was paid to Mr. Berkley in the form of a term note. After the
exercise of the Call Option, Mr. Berkley was the beneficial owner of 8,125,996
shares of Common Stock.
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 7 Material to be Filed as Exhibit
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None
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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: February 20, 1997
WILLIAM R. BERKLEY
/s/ William R. Berkley
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William R. Berkley
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