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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. 8 )*
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)
December 16, 1996
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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).
Page 1 of 4 Pages
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SCHEDULE 13D
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CUSIP No. 862701208 Page 2 of 4 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Berkley
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__]
(b) [__]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [__]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 8,536,790 (including 417,182 shares which are
BY EACH REPORTING subject to a call option and 939,249 shares
PERSON WITH which may be acquired upon exercise of stock
purchase options)
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
8,536,790 (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)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,536,790
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [___]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 7
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. 8 to Schedule 13D ("Amendment No. 8"),
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 Amendment No. 7 to the Schedule
13D, dated June 7, 1996 ("Amendment No. 7"), such Amendment No. 7 which,
pursuant to Item 101(a)(2)(ii) of Regulation S-T, amended and restated 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, to the Original 13D.
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 8,536,790 shares
of Common Stock. Mr. Berkley owns directly 7,597,541 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 of Common Stock (as
more fully described in Item 6) which are subject to currently exercisable stock
options, representing 28.1% of the 30,410,905 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 8,536,790
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) By letter dated December 16, 1996, Mr. Berkeley
instructed the Company's transfer agent to transfer as gifts an aggregate of
146,108 shares of his 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 Exhibits
None
Page 3 of 4 Pages
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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: January 10, 1997
WILLIAM R. BERKLEY
/s/ William R. Berkley
William R. Berkley
Page 4 of 4 Pages
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