-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NKLnJM4DphzcQO+KNk8bIvoJCXr/7EbX1hLyEQg+U2cVhdESBemIOF7tUjLWrSCR 4iQ8R6bh9r/DS0UeFSisOg== 0000919574-00-000258.txt : 20000216 0000919574-00-000258.hdr.sgml : 20000216 ACCESSION NUMBER: 0000919574-00-000258 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC DISTRIBUTION INC CENTRAL INDEX KEY: 0000073822 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 221849240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-32963 FILM NUMBER: 544377 BUSINESS ADDRESS: STREET 1: 1635-D BUSTLETON PIKE STREET 2: C/O PRENTICE HALL CORP SYSTEM INC CITY: FEASTERVILLE STATE: PA ZIP: 19047 BUSINESS PHONE: 2153963088 MAIL ADDRESS: STREET 1: 1635-D BUSTLETON PIKE STREET 2: 12600 WEST COLFAX AVE SUITE 200 CITY: FEASTERVILLE STATE: PA ZIP: 19047 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC INFORMATION INC DATE OF NAME CHANGE: 19901113 FORMER COMPANY: FORMER CONFORMED NAME: INFORMEDIA CORP DATE OF NAME CHANGE: 19890221 FORMER COMPANY: FORMER CONFORMED NAME: OCTO LTD DATE OF NAME CHANGE: 19870921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEIRSTEIN BARRY R CENTRAL INDEX KEY: 0000935680 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 THIRD AVE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 MAIL ADDRESS: STREET 1: 767 THIRD AVE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 3 Name of Issuer: Strategic Distribution, Inc. Title of Class of Securities: Common Stock, par value $.10 per share CUSIP Number: 862701208 (Date of Event Which Requires Filing of this Statement) December 31, 1999 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) *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). CUSIP Number: 862701208 1. Name of Reporting Person I.R.S. Identification No. of Above Person Barry R. Feirstein 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 970,000 6. Shared Voting Power: 2,130,000 7. Sole Dispositive Power: 970,000 8. Shared Dispositive Power: 2,130,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,100,000 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 2 11. Percent of Class Represented by Amount in Row (9) 10.0% 12. Type of Reporting Person IN 3 CUSIP Number: 862701208 1. Name of Reporting Person I.R.S. Identification No. of Above Person Feirstein Capital Management, L.L.C. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 2,130,000 7. Sole Dispositive Power: 8. Shared Dispositive Power: 2,130,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,130,000 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 4 11. Percent of Class Represented by Amount in Row (9) 6.9% 12. Type of Reporting Person CO 5 CUSIP Number: 862701208 1. Name of Reporting Person I.R.S. Identification No. of Above Person Feirstein Partners, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 2,130,000 7. Sole Dispositive Power: 8. Shared Dispositive Power: 2,130,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,130,000 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 6 11. Percent of Class Represented by Amount in Row (9) 6.9% 12. Type of Reporting Person PN 7 Item 1(a) Name of Issuer: Strategic Distribution, Inc. (b) Address of Issuer's Principal Executive Offices: 3220 Tillman Drive Suite 200 Bensalem, Pennsylvania 19020 Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons Filing: Barry R. Feirstein Feirstein Capital Management, L.L.C. Feirstein Partners, L.P. 767 Third Avenue 28th Floor New York, NY 10017 Barry R. Feirstein - United States citizen Feirstein Capital Management, L.L.C. - Delaware limited liability company Feirstein Partners, L.P. - Delaware limited partnership (d) Title of Class of Securities: Common Stock par value $.10 per share (e) CUSIP Number: 862701208 Item 3. If this statement is filed pursuant to Rule 13d-1(b)(1) or 13d-2(b) or (c) check whether the person filing is: (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 Investment Company Act, (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, 8 (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund, (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G), (h) / / Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) / / Church plan excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act, (j) / / Group, in accordance with Rule 13d- 1(b)(1)(ii)(H). If this statement is filed pursuant to Rule 13d-1(c), check this box. /X/ Item 4. Ownership. (a) Amount Beneficially Owned: 3,100,000 shares deemed to be owned by Barry R. Feirstein; 2,130,000 shares deemed to be owned by Feirstein Capital Management, L.L.C. and Feirstein Partners, L.P. (b) Percent of Class: 10.0% by Barry R. Feirstein; 6.9% by Feirstein Capital Management, L.L.C. and Feirstein Partners, L.P. (c) Barry R. Feirstein: 970,000 shares with sole power to vote or to direct the vote; 2,130,000 shares with shared power to vote or to direct the vote; 970,000 shares with sole power to dispose or to direct the disposition of; 2,130,000 shares with shared power to dispose of or to direct the disposition of 9 Feirstein Capital Management, L.L.C. and Feirstein Partners, L.P.: 0 shares with sole power to vote or to direct the vote; 2,130,000 shares with shared power to vote or to direct the vote; 0 shares with sole power to dispose or to direct the disposition of; 2,130,000 shares with shared power to dispose of or to direct the disposition of Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of the Group. N/A Item 10. Certification for Rule 13d-1(c): By signing below the undersigned certify that, to the best of their 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. 10 After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. FEIRSTEIN PARTNERS, L.P. By: Feirstein Capital Management, L.L.C., General Partner By: /s/ Barry R. Feirstein ______________________ Barry R. Feirstein, Managing Member FEIRSTEIN CAPITAL MANAGEMENT, L.L.C. By: /s/ Barry R. Feirstein ______________________ Barry R. Feirstein, Managing Member BARRY R. FEIRSTEIN /s/ Barry R. Feirstein ______________________ February 14, 2000 11 00618001.BW6 Exhibit A AGREEMENT The undersigned agree that this Amendment No. 3 to Schedule 13G dated February 14, 2000 relating to the Common Stock of Strategic Distribution, Inc. shall be filed on behalf of the undersigned. FEIRSTEIN PARTNERS, L.P. By: Feirstein Capital Management, L.L.C., General Partner By: /s/ Barry R. Feirstein ______________________ Barry R. Feirstein, Managing Member FEIRSTEIN CAPITAL MANAGEMENT, L.L.C. By: /s/ Barry R. Feirstein ______________________ Barry R. Feirstein, Managing Member BARRY R. FEIRSTEIN /s/ Barry R. Feirstein ______________________ Barry R. Feirstein 00618001.BW6 -----END PRIVACY-ENHANCED MESSAGE-----