-----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, Dmo8FJZ7AEL8B7YaLA2vOqYT9QW5jtXHdPWsYD7vo8snaEy9TEp9PbNmolb0QO0V yBifYcliUe77fTXY2PpOjA== 0000912057-02-022236.txt : 20020529 0000912057-02-022236.hdr.sgml : 20020529 20020529154422 ACCESSION NUMBER: 0000912057-02-022236 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020516 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020529 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05228 FILM NUMBER: 02664770 BUSINESS ADDRESS: STREET 1: 3220 TILLMAN DRIVE STREET 2: SUITE 200 CITY: BENSALEM STATE: PA ZIP: 19020 BUSINESS PHONE: 2156331900 MAIL ADDRESS: STREET 1: 3220 TILLMAN DRIVE STREET 2: SUITE 200 CITY: BENSALEM STATE: PA ZIP: 19020 FORMER COMPANY: FORMER CONFORMED NAME: OCTO LTD DATE OF NAME CHANGE: 19870921 FORMER COMPANY: FORMER CONFORMED NAME: INFORMEDIA CORP DATE OF NAME CHANGE: 19890221 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC INFORMATION INC DATE OF NAME CHANGE: 19901113 8-K 1 a2081236z8-k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 16, 2002 ------------------------------- STRATEGIC DISTRIBUTION, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) 0-5228 - -------------------------------------------------------------------------------- (Commission file number) Delaware 22-1849240 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 3220 Tillman Drive, Suite 200, Bensalem, PA 19020 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 215-633-1900 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) TABLE OF CONTENTS Page No. -------- ITEM 5 Other Events 3 ITEM 7 Financial Statements and Exhibits 4 Signatures 5 2 ITEM 5. OTHER EVENTS Strategic Distribution, Inc. ("the Company") received approximately $26.2 million dollars from Kraft Foods North America, Inc. ("Kraft") on May 16, 2002, representing the proceeds from completion of the Company's sale of inventory to Kraft as part of the previously announced termination of the Company's industrial supply services agreement with Kraft. A copy of the Company's press release announcing completion of the sale of the Kraft inventory is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired Not applicable (b) Pro forma financial information Not applicable (c) Exhibits: 99.1 Press Release issued by the Company on May 20, 2002 announcing completion of the sale of inventory to Kraft Foods North America, Inc. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Strategic Distribution, Inc. Date: May 29, 2002 By: /s/ RONALD C. WHITAKER -------------------------------- Ronald C. Whitaker, President and Chief Executive Officer Date: May 29, 2002 By: /s/ MICHAEL F. BONNER -------------------------------- Michael F. Bonner, Vice President and Chief Financial Officer Date: May 29, 2002 By: /s/_DAVID L. COURTRIGHT -------------------------------- David L. Courtright, Controller and Chief Accounting Officer 5 EXHIBIT INDEX 99.1 Press Release issued by the Company on May 20, 2002 announcing completion of the sale of inventory to Kraft Foods North America, Inc. 6 EX-99.1 3 a2081236zex-99_1.txt PRESS RELEASE EXHIBIT 99.1 CONTACT: MICHAEL F. BONNER CHIEF FINANCIAL OFFICER (800) 322-2644 EXT. 1907 [GRAPHIC OMITTED] DIANE CALDWELL INVESTOR RELATIONS (800) 322-2644 EXT. 1954 FOR IMMEDIATE RELEASE STRATEGIC DISTRIBUTION, INC. COMPLETES SALE OF INVENTORY TO KRAFT Bensalem, PA - May 20, 2002 - Strategic Distribution, Inc. (Nasdaq: STRD), a leading provider of MRO supply chain management services, today announced that it has completed the sale of inventory to Kraft Foods North America, Inc. (Kraft) in connection with the termination of the Kraft industrial supply services agreement. As previously announced, Strategic Distribution, Inc. (SDI) and Kraft have agreed to terminate their industrial supply services agreement since the existing agreement proved uneconomical for SDI. On May 13, 2002, SDI sold its Kraft inventory to Kraft at normal selling prices. The value of the sale was $26.2 million and the related gross margin was $1.7 million. Payment was received from Kraft on May 16, 2002. SDI's cash and equivalents have increased as a result of this payment and today are $38 million. In the first quarter of 2002, SDI's revenues from Kraft were $23.2 million. SDI expects to transition the industrial supply services to Kraft during the second and third quarters of 2002. As a result, Kraft revenues in the second, third and fourth quarters of 2002 are expected to be approximately $20 million, $5 million and zero, respectively. SDI plans to reduce its operating costs as a result of the revenue decline. SDI and Kraft are currently finalizing employee transition plans, the outcome of which will affect the severance charge that SDI will incur in connection with the reduction in force. SDI expects, based upon current estimates, to recognize a charge for severance costs in the 2002 second quarter of not more than $1 million. Additionally, as a result of the termination of the Kraft services agreement, SDI is reviewing the impact on its In-Plant Store(R) support structure. This review includes reassessing the recoverability of certain capital investments. SDI, pending the outcome of the reassessment, may record a non-cash charge in the 2002 second quarter. Lastly, as a result of the $26 million receipt of cash related to the Kraft inventory sale, SDI has postponed its new credit agreement negotiations and will not establish a new credit agreement in the second quarter of 2002 as previously planned. R.C. Whitaker, President and CEO of Strategic Distribution stated, "The sale of inventory and receipt of cash is the first significant milestone in the Kraft transition. I am pleased that both parties are working together to accomplish an orderly transition. As stated previously, the termination of the Kraft services agreement is a continuation of our overall effort to improve the profitability of our contracts. The working capital requirements and margins of the Kraft contract proved uneconomical for us. The conversion of the Kraft inventory to cash further improves our liquidity and provides us with many options for increasing shareholder value. Those options are currently under review by both SDI's Directors and management." Strategic Distribution, Inc. is a leading provider of industrial supply services to commercial and industrial customers. The Company provides proprietary services that reduce costs and inefficiencies in the procurement and management of maintenance, repair and operating ("MRO") materials. For large industrial facilities, the Company's In-Plant Store program offers a comprehensive MRO outsourcing solution through which the Company manages all aspects of industrial supply and logistics. More information on SDI is available on their web site at WWW.IN-PLANTSTORE.COM. The foregoing paragraphs contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company's actual results could differ materially from those set forth in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2001 annual report as filed on Form 10-K with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----