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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
STRATFORD ACQUISITION CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
862791100
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(CUSIP Number)
ANDREW HULSH, ESQ.
GREENBERG, TRAURIG, HOFFMAN
LIPOFF, ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 17, 1996
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(Date of Event which Required 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 this statement [X]. (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.)
Page 1 of 6 Pages
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Page 2 of 6 Pages
CUSIP NO. 862791100
1. Name of Reporting Person, S.S. or I.R.S. Identification No. of Above
Person:
DOUGLAS S. FRIEDENBERG
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 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 UNITED STATES
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Number of 7. Sole Voting Power 580,000 SHARES
Shares Bene- ----------------------------------
ficially
Owned by Each 8. Shared Voting Power 580,000 SHARES
Reporting ----------------------------------
Person With
9. Sole Dispositive 580,000 SHARES
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10. Shared Dispositive
Power 580,000 SHARES
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
580,000 SHARES
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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 IN
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Page 3 of 6 Pages
This Schedule 13D (the "Statement") is filed on behalf of Douglas S.
Friedenberg. Mr. Friedenberg is sometimes referred to herein as a "Reporting
Person". The Reporting Person purchased the shares of Common Stock identified
in this Statement in his capacity as investment manager for certain managed
accounts.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock (the "Common
Stock") of Stratford Acquisition Corp. (the "Issuer"). The
Issuer's principal executive offices are located at 5420 North Service
Road, Fifth Floor, Burlington, Ontario, Canada L7L 6C7.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed on behalf of the Reporting Person.
(b) 1775 Broadway, Suite 1410, New York, New York 10019.
(c) Mr. Friedenberg is an investment manager. Reference is made
to paragraph (b) of this Item 2 for the address of Mr.
Friedenberg's principal place of employment.
(d) The Reporting Persons has not, during the past five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) The Reporting Persons has not, during the past five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to 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) Mr. Friedenberg is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement relates to the Reporting Person's
beneficial ownership of an aggregate of 580,000 shares of Common Stock.
The Reporting Person purchased the shares of Common Stock identified in
this Statement in his capacity as investment manager for certain
managed accounts. The aggregate purchase price for the shares of
Common Stock identified in this Statement was approximately $174,000,
excluding commissions. The source of funds for acquiring the foregoing
shares of Common Stock was the assets of certain investment accounts
managed by the Reporting Person.
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Page 4 of 6 Pages
ITEM 4. PURPOSE OF TRANSACTION.
This Statement reports the beneficial ownership by the
Reporting Person of over 5 percent of the Issuer's outstanding Common
Stock. The purpose of each Reporting Person's acquisition of Common
Stock was to acquire an equity interest in the Issuer as an investment.
The Reporting Person believes that the shares of Common Stock may be
undervalued. The Reporting Person intends to review his investment in
the Common Stock on a regular basis and, depending upon changes in his
analysis of the Issuer, general economic and market conditions,
investment opportunities and other factors, including applicable legal
constraints, the Reporting Person may at any time determine to increase
or decrease the amounts of his investment in the Common Stock. The
Reporting Person reserves the right to acquire additional Common Stock,
to dispose of some or all of the Common Stock beneficially owned by him
either in the open market, in privately negotiated transactions or
otherwise, or to take such other action or actions with respect to the
Common Stock as he deems advisable. The determination of the Reporting
Person to seek to acquire additional shares of Common Stock will depend
on various factors including, but not limited to, the availability of
additional Common Stock for purchase at what the Reporting Person
considers to be reasonable prices, the terms and conditions available
for such purchases and other investment opportunities.
Except as described above, the Reporting Person has
no specific plans or proposals that would result in any actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Notwithstanding the foregoing, the Reporting Persons may communicate
and ultimately meet with members of the Issuer's management and with
other shareholders of the Issuer respecting the performance of the
Issuer's management and possible ways in which shareholder value can be
maximized.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on November 25, 1996, the
Reporting Person owned an aggregate of 580,000 shares of
Common Stock:
(b) Holders of the Common Stock are entitled to vote on all
matters presented to a vote of shareholders. The Reporting
Person has the sole power to vote or direct the vote of and to
dispose or direct the disposition of the 580,000 shares of
Common Stock, identified in this Statement.
(c) From September 19, 1996 through November 15, 1996, the
Reporting Person purchased 580,000 shares of Common Stock in
open market purchases at an average price of $0.30 per share.
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Page 5 of 6 Pages
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: November 26, 1996 /s/ Douglas S. Friedenberg
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Douglas S. Friedenberg
