BANKERS TRUST CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Principal
Telephone: (212) 250-4599
February 12, 1999
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Strouds, Inc.
Pursuant to Rule 13d-1 of the General Rules and Regulations under
the Securities Exchange Act of 1934, the following is one copy
of the Schedule 13G with respect to the common stock of the above
referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing submission
through the EDGAR-Link System software, by E-Mail confirmation.
Sincerely,
Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
____
Strouds, Inc.
_______________________________________
NAME OF ISSUER:
Common Stock $.0001 par value
_______________________________________
TITLE OF CLASS OF SECURITIES
863451100
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing 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.)
*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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
Page 1 of 7 Pages
CUSIP No. 863451100 Page 2 of 7 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust Corporation and its indirect
wholly-owned subsidiaries, BT Capital Partners, Inc.
and Banker Trust Holdings (UK) Limited(BT Holdings
(UK),Ltd.) IRS Identification No. 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust Corporation is a New York
corporation. BT Capital Partners, Inc. is a Delaware
corporation. BT Holdings (UK), Ltd., is a corporation
organized in the United Kingdom.
NUMBER OF 5. SOLE VOTING POWER
SHARES BT Holdings (UK), Ltd. 100,000 Shares
BT Capital Partners, Inc. 2,347,800 Shares
2,447,800
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY BT Holdings (UK), Ltd. 0 Shares
BT Capital Partners, Inc. 0 Shares
0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING BT Holdings (UK), Ltd. 100,000 Shares
BT Capital Partners, Inc. 2,347,800 Shares
2,447,800
PERSON 8. SHARED DISPOSITIVE POWER
WITH BT Holdings (UK), Ltd. 0 Shares
BT Capital Partners, Inc. 0 Shares
0
CUSIP No. 863451100 Page 3 of 7 Pages
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
BT Holdings (UK), Ltd. 100,000 Shares
BT Capital Partners, Inc.* 2,347,800 Shares
2,447,800
*Includes presently exercisable warrants to
purchase 212,850 shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
BT Holdings (UK), Ltd. 1.2%
BT Capital Partners, Inc. 27.3%
28.5%
12.TYPE OF REPORTING PERSON *
Bankers Trust Corporation - HC;
BT Capital Partners, Inc. - CO
BT Holdings (UK), Ltd. - CO
CUSIP No. 863451100 Page 4 of 7 Pages
Item 1(a) NAME OF ISSUER:
Strouds, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
780 South Nogales Street
City of Industry, California 91748
Item 2(a) NAME OF PERSON FILING:
Bankers Trust Corporation, and its
indirect wholly-owned subsidiaries, BT Capital
Partners, Inc. and BT Holdings (UK), Ltd.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Bankers Trust Corporation and BT Capital Partners, Inc.
130 Liberty Street
New York, New York 10006
BT Holdings (UK), Ltd.
1 Appold Street
Broadgate London United Kingdom
Item 2(c) CITIZENSHIP:
Bankers Trust Corporation is incorporated
in the State of New York with its principal
business office located in New York; BT Capital
Partners, Inc. is incorporated in the State of
Delaware with its principal business office
located in New York.
BT Holdings (UK), Ltd. is a corporation organized
in the United Kingdom and located in London,
England.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock $.0001 par value of Strouds,Inc.
Item 2(e) CUSIP NUMBER:
863451100
CUSIP No. 863451100 Page 5 of 7 Pages
Item 3 THE PERSON FILING IS A:
Not applicable. This Schedule is filed pursuant
to Rule 13d-1(c).
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
BT Holdings (UK), Ltd. 100,000 Shares
BT Capital Partners, Inc.* 2,347,800 Shares
2,447,800
*Includes presently exercisable warrants to
purchase 212,850 shares
(b) Percent of Class:
BT Holdings (UK), Ltd. 1.2%
BT Capital Partners, Inc.* 27.3%
28.5%
*BT Capital Partners Inc. owns 24.8% of the
outstanding common stock and rights to
acquire an additional 2.5%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote -
BT Holdings (UK), Ltd. 100,000 Shares
BT Capital Partners, Inc. 2,347,800 Shares
2,447,800
(ii) shared power to vote or to direct the vote -
BT Holdings (UK), Ltd. 0 Shares
BT Capital Partners, Inc. 0 Shares
0
CUSIP No. 863451100 Page 6 of 7 Pages
(iii) sole power to dispose or to direct the disposition of -
BT Holdings (UK), Ltd. 100,000 Shares
BT Capital Partners, Inc. 2,347,800 Shares
2,447,800
(iv) shared power to dispose or to direct the
disposition of -
BT Holdings (UK), Ltd. 0 Shares
BT Capital Partners, Inc. 0 Shares
0
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:
Not applicable.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Exhibits A and B.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
CUSIP No. 863451100 Page 7 of 7 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of
business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or
as a participantin any transaction having such purpose or effect.
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: as of December 31, 1998
Signature: Bankers Trust Corporation
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: BT Holdings (UK), Ltd.
By: /s/Ian Pellow
Name: Ian Pellow
Title: Secretary-Treasurer
Signature: BT Capital Partners Inc.
By: /s/Heide Silverstein
Name: Heide Silverstein
Title: Secretary-Treasurer
EXHIBIT A
The chain of ownership from Bankers Trust Corporation to BT Capital
Partners, Inc. is shown below:
Bankers Trust Corporation
|
100%
|
BT Holdings (New York), Inc.
|
100%
|
BT Capital Partners, Inc.
EXHIBIT B
The chain of ownership from Bankers Trust Corporation to Bankers Trust
Holdings (UK), Limited is shown below:
Bankers Trust Corporation
|
100%
|
Bankers Trust Company
|
100%
|
Bankers International Corporation
|
100%
|
BT Holdings (Europe) Limited
|
100%
|
Bankers Trust Holdings (UK) Limited
