SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)
ANICOM, INC.
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(Name of Issuer)
COMMON STOCK ($.001 par value per share)
(Title of Class of Securities)
------------------------------
035250-10-9
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(CUSIP Number)
September 21, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1 (b)
[X] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
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CUSIP NO. 035250-10-9 13G Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tricontinental Distribution Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,403,509
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,403,509
PERSON WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,403,509
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
12 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 035250-10-9 13G Page 3 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tricontinental Industries Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,403,509*
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,403,509*
PERSON WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,403,509*
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
12 TYPE OF REPORTING PERSON
CO
* These shares of Common Stock are issuable upon conversion of all shares of
Anicom, Inc. Series B Convertible Preferred Stock owned by Tricontinental
Industries Limited.
<PAGE>
CUSIP NO. 035250-10-9 13G Page 4 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ronald Stern
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,807,017*
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH 8 SHARED DISPOSITIVE POWER
2,807,017*
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,807,017*
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
12 TYPE OF REPORTING PERSON
IN
* Ronald Stern beneficially owns, directly or indirectly, all of the shares of
Anicom Common Stock owned by Tricontinental Distribution Limited and
Tricontinental Industries Limited, including the Common Stock issuable upon
conversion of Anicom Inc.'s Series B Convertible Preferred Stock owned by
Tricontinental Industries Limited.
<PAGE>
CUSIP NO. 035250-10-9 13G Page 5 of 9 Pages
Item 1(a) Name of Issuer:
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ANICOM, INC.
Item 1(b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
6133 River Road, Suite 1000, Rosemont, Illinois 60018-5171
Item 2(a) Name of Persons Filing:
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TRICONTINTAL DISTRIBUTION LIMITED
TRICONTINENTAL INDUSTRIES LIMITED
RONALD STERN
Item 2(b) Address of Principal Business Office or, if None, Residence:
------------------------------------------------------------
Suite 650 - The Landing
375 Water Street
Vancouver, British Columbia
Canada V6B 5C6
Item 2(c) Citizenship:
------------
See Item 4 of Cover Pages
Item 2(d) Title of Class of Securities:
-----------------------------
Common Stock
Item 2(e) CUSIP Number:
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035250-10-9
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or
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13d-2(b), check whether the person filing is a:
-----------------------------------------------
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Ivestment Company
Act
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CUSIP NO. 035250-10-9 13G Page 6 of 9 Pages
(e) [ ] Investment Advisor registered under section 203 of the Investment
Advisers Act
(f) [ ] Employee Benefit Plan, Pension fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment fund; see sec. 240.13d-1(b)(ii)(F) (Note: See Item 7)
(g) [ ] Parent Holdng Company, in accordance with sec.240.13d-1(b)(ii)(G).
(Note: See Item 7)
(h) [ ] Group, in accordance with Sec.240.13d-1(b)(ii)(H)
[Not Applicable]
Item 4 Ownership
---------
(a) Amount Beneficially Owned: See Item 9 of Cover Pages
(b) Percent of Class: See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote - See Item
5 of Cover Pages -
(ii) shared power to vote or to direct the vote - See
Item 6 of Cover Pages -
(iii) sole power to dispose of or to direct the
disposition of - See Item 7 of Cover Pages -
(iv) shared power to dispose of or to direct the
disposition of - See Item 8 of Cover Pages -
Item 5 Ownership of Five Percent or Less of a Class:
--------------------------------------------
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
--------------------------------------------------------
Person:
-------
Ronald Stern (Information with respect to Mr. Stern has been
included with this filing.)
<PAGE>
CUSIP NO. 035250-10-9 13G Page 7 of 9 Pages
Item 7 Identification and Classification of the Subsidiaries Which
--------------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding
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Company:
--------
Not Applicable
Item 8 Identification and Classification of Members of the Group:
---------------------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group:
-------------------------------
Not Applicable
Item 10 Certification:
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE>
CUSIP NO. 035250-10-9 13G Page 8 of 9 Pages
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: December 16, 1998 TRICONTINENTAL DISTRIBUTION LIMITED
By: /s/ Ronald N. Stern
----------------------------
Name: Ronald Stern
Title: Chairman of the Board
Dated: December 16, 1998 TRICONTINENTAL INDUSTRIES LIMITED
By: /s/ Ronald N. Stern
----------------------------
Name: Ronald Stern
Title: Chairman of the Board
Dated: December 16, 1998 By: s/ Ronald N. Stern
----------------------------
Ronald Stern
<PAGE>
CUSIP NO. 035250-10-9 13G Page 9 of 9 Pages
EXHIBIT I
JOINT FILING AGREEMENT AMONG TRICONTINENTAL DISTRIBUTION LIMITED,
TRICONTINENTAL INDUSTRIES LIMITED AND RONALD STERN
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and
Exchange Act of 1934 (the "Act"), only one joint statement and any amendments
thereto need to be filed whenever one or more persons are required to file such
a statement or any amendments thereto pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in writing that
such statement or amendments thereto are filed on behalf of each of them:
NOW, THEREFORE, the parties hereto agree as follows:
TRICONTINENTAL DISTRIBUTION LIMITED, TRICONTINENTAL INDUSTRIES LIMITED
AND RONALD STERN hereby agree, in accordance with Rule 13d-1(k) under the Act,
to file a statement on Schedule 13G relating to their ownership of Common Stock
of the Issuer and do hereby further agree that said statement shall be filed on
behalf of each of them.
Dated: December 16, 1998 TRICONTINENTAL DISTRIBUTION LIMITED
By: /s/ Ronald N. Stern
----------------------------
Name: Ronald Stern
Title: Chairman of the Board
Dated: December 16, 1998 TRICONTINENTAL INDUSTRIES LIMITED
By: /s/ Ronald N. Stern
----------------------------
Name: Ronald Stern
Title: Chairman of the Board
Dated: December 16, 1998 By: s/ Ronald N. Stern
----------------------------
Ronald Stern
