UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Strategic Distribution, Inc.
(Name of Issuer)
Common Stock, par value $0.10
(Title of Class of Securities)
862701208
(CUSIP Number)
Michael F. Devine III, 3220 Tillman Drive, Suite 200, Bensalem, PA 1902
(Name, address and telephone number of person
authorized to receive notices and communications)
July 14, 1999
(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 subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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
CUSIP No. 862701208 Page 1 of 3
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1) Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Formula Growth Limited - ("FGL")
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2) Check the Appropriate Box If Either Is a Member of a Group
(A)(X)
(B)( )
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3) SEC Use Only
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4) Source of Funds OO
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5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization Canada
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7) Sole Voting Power 0
Number of
Shares
-----------------------------------------------------
Beneficially 8) Shared Voting Power 2,200,000
Owned by
Each
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Reporting 9) Sole Dispositive Power 0
Person With
10) Shared Dispositive Power 2,200,000
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
FGL 2,200,000
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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) 7.1%
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14) Type of Reporting Person
CO
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Item 1. Security and Issuer
This statement relates to the common stock, par value $0.10 ("Common Stock"), of
Strategic Distribution, Inc., a Delaware corporation with principal executive
offices at 3220 Tillman Drive, Suite 200, Bensalem, Pennsylvania
19020("Strategic"). As of March 29, 1999, Strategic principal executive officers
included Andrew M. Bursky, John M. Sergey, Michael F. Devine, Jeffery O.
Beauchamp and David L. Courtright.
Item 2. Identity and Background
(a) This statement is filed by Formula Growth Limited, a Canadian corporation
("FGL"), which manages and controls Formula Growth Fund, a Canadian mutual fund
("FGF"), and Formula Unit Trust, a Canadian mutual fund ("FUT"). FGF and FUT
bought shares of Strategic's Common Stock underlying this schedule. FGL's
directors are John W. Dobson, Randall W. Kelly, Bette Lou Reade, Ian Soutar,
Stuart Cobbett, Roger De Serres, Drummond Birks, Scott Taylor, Morris Godel, and
Jacques Tetrault. FGL's executive officers are Randall W. Kelly, Bette Lou
Reade, Rene Catafago, Kimberly Holden, John Liddy, Ian Soutar and Stuart
Cobbett.
(b) The business address for the all entities described herein is 1010
Sherbrooke Street West, Suite 1408, Montreal, Quebec H3A 2R7.
(c) The principal business of all entities described herein is investment
management.
(d) None of the entities described herein have been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) during the
last five years.
(e) During the last five years none of the entities described herein were
parties to a civil proceeding that resulted in 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 violation with respect to
such laws.
(f) All of the entities described herein are citizens of Canada or entities
organized under the laws of Canada.
Item 3. Source and Amount of Funds or Other Consideration
FGF paid US$4,101,002 for 1,023,000 shares of Strategic while FUT paid
US$4,979,651.78 for 1,177,000 shares. These shares were purchased in many
different transactions over a period of more than three years. FGF and FUT are
Canadian mutual growth funds each with approximately 800 different investors.
Monies contributed by such investors constitute the consideration used in making
these purchases.
Item 4. Purpose of Transaction
FGF and FUT have acquired shares in Strategic as passive portfolio investments.
No other motives, plans or proposals underlie this transaction.
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In their role as investment advisors and investment managers, FGF and FUT
possess both voting and investment power over the securities of the Issuer
described in this schedule that are owned by the Portfolios. All securities
reported in this schedule are owned by the Portfolios, and Dimensional disclaims
beneficial ownership of such securities.
All Securities reported in this schedule are owned by advisory clients of FGF
and FUT, no one of which to the knowledge of FGF and FUT owns more than 5% of
the class. FGF and FUT disclaim beneficial ownership of all such securities.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by FGF and FUT may be found in rows 11 and
13 of the cover page.
The aggregate number and percentage of class of securities identified pursuant
to Item 1 beneficially owned by each other person named in Item 2 may be found
in rows 11 and 13.
(b) Each person identified in the paragraph (a) has shared power to vote or
direct the vote of all shares described in paragraph (a).
(c) No transactions in the class of securities reported on other than those
described in paragraph (a) were effected during the last sixty days by the
persons named in response to paragraph (a).
(d) No other person is known to have the right to receive or power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No contracts arrangements, understandings or relationships exist with respect to
the securities of the issuer.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
SIGNATURE
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.
Date: August 13, 1999
Formula Growth Limited
/s/ Rene Catafago
Rene Catafago, Executive Vice President
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