<PAGE>
FORM 8K/A
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
STRATEGIC DISTRIBUTION, INC.
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report covering an event
dated June 2, 1997 on Form 8-K as set forth in pages attached hereto:
(List all such items, financial statements, exhibits or other portions
amended)
The registrant is hereby making its initial filing of the financial
statements required to be filed pursuant to Items 7(b) of the above referenced
Form 8-K Report, as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Pro forma financial information (unaudited) of Strategic Distribution,
Inc. and Subsidiaries
(i) Pro Forma Balance Sheet as of March 31, 1997
(ii) Notes to Pro Forma Balance Sheet
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
STRATEGIC DISTRIBUTION, INC.
Date: July 21, 1997 By: /s/ ANDREW M. BURSKY
-----------------------------------
Andrew M. Bursky
Chairman of the Board
By: /s/ CHARLES J. MARTIN
-----------------------------------
Charles J. Martin
Vice President, Controller and
Chief Accounting Officer
<PAGE>
STRATEGIC DISTRIBUTION, INC. AND SUBSIDIARIES
Pro Forma Financial Information
March 31, 1997
(unaudited)
On June 2, 1997, Strategic Distribution, Inc. (the "Company"), Strategic
Supply, Inc., a wholly-owned subsidiary of the Company, ("SSI") and Couslon
Technologies, Inc., a wholly-owned subsidiary of SSI ("Coulson"), sold,
conveyed, transferred and assigned to DXP Acquisition, Inc., a Nevada
corporation ("DXP Acquisition") and wholly-owned subsidiary of DXP Enterprises,
Inc., a Texas corporation ("DXP"), substantially all of the assets and business
of SSI and Coulson (excluding, however, the accounts receivable which were
retained by SSI and Coulson). DXP Acquisition also assumed certain obligations
and liabilities of SSI and Coulson in connection with the disposition. The
disposition was made pursuant to the terms of that certain Asset Purchase
Agreement among the Company, SSI, Coulson, DXP Acquisition and DXP dated May 27,
1997 with the purchase price determined as of May 31, 1997. Total consideration
for the acquisition (subject to adjustment) consisted of $4,433,000 in cash,
promissory notes from DXP Acquisition to SSI in the aggregate principal amount
of $3,026,000 and an earn-out (contingent payment) which could result in
additional compensation to SSI of up to $3,500,000.
The pro forma balance sheet gives effect to the sale as if the date of
sale was March 31, 1997. The results of operations for the three months
ended March 31, 1997 of SSI have been included in the provision for loss on
sale of discontinued operations established at December 31, 1996. For the
year ended December 31, 1996, the results of SSI were included in loss from
discontinued operations. Since this transaction did not affect the results
of continuing operations, a pro forma statement of operations is not required.
The pro forma financial information is not necessarily indicative of the
results that actually would have occurred had the transaction been effected
on the date indicated.
<PAGE>
STRATEGIC DISTRIBUTION, INC AND SUBSIDIARIES
Pro Forma Balance Sheet
March 31, 1997
(unaudited)
(dollars in thousands)
<TABLE>
As included in
the Company's
Report on
Form 10-Q
for Quarter Pro Forma Adjustments
ended -------------------------- Pro
March 31, 1997 Debits Credits Forma
-------------- ------ ------- -------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $19,726 $ 4,433(a) $24,159
Accounts receivable, net 23,416 5,689(b) 29,105
Inventories 18,451 18,451
Deferred assets 1,382 1,382
Prepaid expenses and other current assets 634 634
-------- -------
Total currents assets 63,609 73,731
Notes receivable -- 3,026(a) 3,026
Property and equipment, net 3,015 3,015
Net assets (liabilities) of discontinued operations 16,278 $13,148(b) (216)
3,346(c)
Excess of costs over fair value of assets acquired, net 2,495 2,495
Other intangible assets 6,531 6,531
Other assets 51 51
------- -------
Total assets $91,979 $88,633
------- -------
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $21,966 $21,966
Current portion of long-term debt 517 517
------- -------
Total current liabilities 22,483 22,483
Long-term debt 74 74
Subordinated debt 1,400 1,400
Deferred tax liability 342 342
------- -------
Total liabilities 24,299 24,299
------- -------
Stockholders' equity 67,680 3,346(c) 64,334
------- ------- ------- -------
Total liabilities and stockholders' equity $91,979 $16,494 $16,494 $88,633
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
See notes to Pro Forma Balance Sheet
<PAGE>
STRATEGIC DISTRIBUTION, INC. AND SUBSIDIARIES
Notes to Pro Forma Balance Sheet
(Unaudited)
1. BASIS OF PRESENTATION
The unaudited proforma balance sheet gives effect to the sale of assets
as if the transaction was consummated on March 31, 1997.
2. PRO FORMA ADJUSTMENTS
(a) To record the consideration from the sale, excluding the earn-out
note.
(b) To reflect net assets of discontinued operations sold and the
reclassification of SSI and Coulson accounts receivable retained by the
Company.
(c) To record additional reserve due to contingent nature of a portion of
the sales price.
