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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 10)
Under the Securities Exchange Act of 1934
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
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 2000
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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 13(d)-1(e), 13(d)-1(f) or 13(d)-1(g), check
the following box: |_|
Page 1 of 5 Pages
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SCHEDULE 13D
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CUSIP No. 862701208
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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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7 SOLE VOTING POWER
7,243,747 (including 16,000 shares which may be
acquired upon exercise of stock purchase
options)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY --------- ------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 7,243,747 (including 16,000 shares which may be
PERSON WITH acquired upon exercise of stock purchase
options)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,243,747
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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)
23.4%
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14 TYPE OF REPORTING PERSON*
IN
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Page 2 of 5 Pages
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This Amendment No. 10 to Schedule 13D ("Amendment No. 10"), 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 and February 20, 1997 by Amendments No. 8
and 9, respectively.
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 7,243,747 shares of Common
Stock. Mr. Berkley owns directly 6,855,337 shares of Common Stock, 16,000 shares
of which are subject to currently exercisable stock options, and owns indirectly
388,410 shares of Common Stock (as more fully described in Item 6) all of which
indirectly owned shares are owned directly by The Berkley Family Limited
Partnership (as a general partner of The Berkley Family Limited Partnership, Mr.
Berkley may be deemed to be the beneficial owner of the 388,410 shares owned
directly by The Berkley Family Limited Partnership), all of such ownership
representing 23.4% of the 30,912,210 issued and outstanding shares (including
16,000 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 the 6,855,337 shares
of Common Stock which he owns directly (including 16,000 shares which may be
acquired upon exercise of stock options). In addition, as a general partner of
The Berkley Family Limited Partnership, Mr. Berkley may be deemed to have the
sole power to vote or to direct the vote and the sole power to dispose or to
direct the disposition of the 388,410 shares of Common Stock owned directly by
The Berkley Family Limited Partnership, which, when added to the shares owned
directly by Mr. Berkley, total 7,243,747 shares of Common Stock over which Mr.
Berkley has the sole power to vote or to direct the vote and the sole power to
dispose or to direct the disposition.
(c) On December 9, 2000, Mr. Berkley sold 343,410 shares of Common
Stock to The Berkley Family Limited Partnership at a purchase price of $.50 per
share. Mr. Berkley is a general partner of The Berkley Family Limited
Partnership.
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.
Page 3 of 5 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer
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Mr. Berkley sold 343,410 shares of Common Stock pursuant to a letter
agreement dated December 9, 2000 between Mr. William R. Berkley and The Berkley
Family Limited Partnership.
Item 7. Material to be Filed as Exhibits
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Exhibit 12 - Letter agreement dated December 9, 2000 between
Mr. William R. Berkley and The Berkley Family
Limited Partnership
Page 4 of 5 Pages
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SIGNATURES
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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: December 31, 2000
WILLIAM R. BERKLEY
/s/ William R. Berkley
William R. Berkley
Page 5 of 5 Pages
