-----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, Ksj0AaK2NpGFTxXPJC/gkFZyUoD5EggETQTDtZv08LzjMKs/xrPm14VwXVJINfBM 56dQ49wf+MGRYh50kkwd1Q== 0000921895-03-000081.txt : 20030221 0000921895-03-000081.hdr.sgml : 20030221 20030220195550 ACCESSION NUMBER: 0000921895-03-000081 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II L P CENTRAL INDEX KEY: 0000915653 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 150 EAST 52ND STREET STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-813-1500 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET, 21ST FLOOR CITY: NY STATE: NY ZIP: 10022 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-32963 FILM NUMBER: 03574986 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 SC 13D 1 sc13d01874076_02202003.htm sec document


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                               (Amendment No. )1

                          STRATEGIC DISTRIBUTION, INC.
                          ----------------------------
                                (Name of Issuer)

                          COMMON STOCK, $.10 PAR VALUE
                          ----------------------------
                         (Title of Class of Securities)

                                    862701307
                                    ---------
                                 (CUSIP Number)

                              STEVEN WOLOSKY, ESQ.
               OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200
                                 --------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                February 11, 2003
                                -----------------
             (Date of Event Which Requires Filing of This Statement)

            If the filing  person has  previously  filed a statement on Schedule
13G to report the  acquisition  that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g),  check the
following box / /.

            Note.  Schedules  filed  in  paper  format  shall  include  a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 10 Pages)


- --------
1           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 disclosures provided in a prior cover page.

            The  information  required on 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 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 No. 862701307                   13D                     Page 2 of 10 Pages
- --------------------                                      ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                  STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     DELAWARE
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    226,039
  OWNED BY
    EACH
 REPORTING
PERSON WITH    -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                226,039
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     226,039
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     7.3%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!






- --------------------                                      ----------------------
CUSIP No. 862701307                   13D                     Page 3 of 10 Pages
- --------------------                                      ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                  WARREN G. LICHTENSTEIN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    226,039
  OWNED BY
    EACH
 REPORTING
PERSON WITH    -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                226,039
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     226,039
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     7.3%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!







- --------------------                                      ----------------------
CUSIP No. 862701307                   13D                     Page 4 of 10 Pages
- --------------------                                      ----------------------


            The following  constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").

Item 1.     Security and Issuer.
            -------------------

            This statement relates to shares of the common stock, par value $.10
per share (the "Shares"),  of Strategic Distribution,  Inc. (the "Issuer").  The
principal  executive  offices of the Issuer are located at 3220  Tillman  Drive,
Suite 200, Bensalem, Pennsylvania 19020.

Item 2.     Identity and Background.
            -----------------------

            (a) This  statement is filed by Steel  Partners II, L.P., a Delaware
limited  partnership  ("Steel Partners II") and Warren G. Lichtenstein.  Each of
the  foregoing is referred to as a "Reporting  Person" and  collectively  as the
"Reporting Persons."

            Steel  Partners,   L.L.C.,  a  Delaware  limited  liability  company
("Partners  LLC"),  is the  general  partner  of  Steel  Partners  II.  The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board,  Chief Executive Officer and Secretary.  By virtue
of his position with Steel Partners II, Mr.  Lichtenstein  has the power to vote
and dispose of the Issuer's Shares owned by Steel Partners II. Accordingly,  the
Reporting Persons are hereby filing a joint Schedule 13D.

            (b) The principal  business  address of each Reporting Person is 150
East 52nd Street, 21st Floor, New York, New York 10022.

            (c) The principal  business of Steel Partners II is investing in the
securities of small cap companies.  The principal occupation of Mr. Lichtenstein
is investing in the securities of small cap companies.

            (d) No  Reporting  Person  has,  during  the last five  years,  been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors).

            (e) No Reporting Person has, during the last five years,  been 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. Lichtenstein is a citizen of the United States of America.

Item 3.     Source and Amount of Funds or Other Consideration.
            -------------------------------------------------

            The aggregate  purchase  price of the 226,039  Shares owned by Steel
Partners II is  $2,797,199.  The Shares owned by Steel Partners II were acquired
with partnership funds.





- --------------------                                      ----------------------
CUSIP No. 862701307                   13D                     Page 5 of 10 Pages
- --------------------                                      ----------------------



Item 4.     Purpose of Transaction.
            ----------------------

            The  Reporting  Persons  purchased the Shares based on the Reporting
Persons'  belief that the Shares at current  market prices are  undervalued  and
represent an attractive  investment  opportunity.  Depending upon overall market
conditions,  other investment  opportunities available to the Reporting Persons,
and the  availability  of Shares at  prices  that  would  make the  purchase  of
additional  Shares  desirable,  the  Reporting  Persons may endeavor to increase
their position in the Issuer through, among other things, the purchase of Shares
on the open market or in private transactions or otherwise, on such terms and at
such times as the Reporting Persons may deem advisable.

            No  Reporting  Person has any present  plan or proposal  which would
relate to or result in any of the matters set forth in  subparagraphs  (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions  discussed above.  Steel Partners II intends to
review  its  investment  in the  Issuer  on a  continuing  basis  and  engage in
discussions with management and the Board of Directors of the Issuer  concerning
the business,  operations  and future plans of the Issuer.  Depending on various
factors  including,  without  limitation,  the Issuer's  financial  position and
investment  strategy,  the  price  levels  of  the  Shares,  conditions  in  the
securities markets and general economic and industry conditions,  Steel Partners
II may in the future take such  actions with  respect to its  investment  in the
Issuer as it deems  appropriate  including,  without  limitation,  seeking Board
representation, making proposals to the Issuer concerning the capitalization and
operations of the Issuer, purchasing additional Shares or selling some or all of
its  Shares or  changing  its  intention  with  respect  to any and all  matters
referred to in Item 4.

Item 5.     Interest in Securities of the Issuer.
            ------------------------------------

            (a) The aggregate percentage of Shares reported owned by each person
named  herein is based upon  3,088,758  Shares  outstanding,  which is the total
number of Shares  outstanding  as reported in the Issuer's  Quarterly  Report on
Form 10-Q for the quarter ended September 30, 2002 and filed with the Securities
and Exchange Commission on November 14, 2002.

            As of the close of business on February 19, 2003,  Steel Partners II
beneficially owned 226,039 Shares, constituting approximately 7.3% of the Shares
outstanding.  Mr. Lichtenstein  beneficially owned 226,039 Shares,  constituting
approximately 7.3% of the Shares  outstanding.  Mr. Lichtenstein has sole voting
and dispositive power with respect to the 226,039 Shares owned by Steel Partners
II by virtue of his authority to vote and dispose of such Shares.

            (b)  By  virtue  of  his  positions  with  Steel  Partners  II,  Mr.
Lichtenstein  has the sole power to vote and  dispose of the Shares  reported in
this Schedule 13D.

            (c) Schedule A annexed hereto lists all  transactions  in the Shares
during the past sixty days by the Reporting  Persons.  All of such  transactions
were effected in the open market.





- --------------------                                      ----------------------
CUSIP No. 862701307                   13D                     Page 6 of 10 Pages
- --------------------                                      ----------------------


            (d) No person other than the Reporting  Persons is known to have the
right to  receive,  or the power to direct the  receipt of  dividends  from,  or
proceeds from the sale of, the Shares.

            (e) Not applicable.

Item 6.     Contracts, Arrangements, Understandings or Relationships With Respect
            to Securities of the Issuer.
            ---------------------------------------------------------------------

            Other   than  as   described   herein,   there  are  no   contracts,
arrangements,  understandings or relationships  among the Reporting Persons,  or
between  the  Reporting  Persons  and any  other  person,  with  respect  to the
securities of the Issuer.

Item 7.     Material to be Filed as Exhibits.
            --------------------------------

            1.      Joint Filing Agreement.






- --------------------                                      ----------------------
CUSIP No. 862701307                   13D                     Page 7 of 10 Pages
- --------------------                                      ----------------------



                                   SIGNATURES

            After  reasonable  inquiry  and to the  best  of his  knowledge  and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.


Dated:  February 20, 2003                 STEEL PARTNERS II, L.P.

                                          By:  Steel Partners, L.L.C.
                                               General Partner


                                          By: /s/ Warren G. Lichtenstein
                                              ----------------------------------
                                              Warren G. Lichtenstein,
                                              Chief Executive Officer


                                          /s/ Warren G. Lichtenstein
                                          --------------------------------------
                                          WARREN G. LICHTENSTEIN










- --------------------                                      ----------------------
CUSIP No. 862701307                   13D                     Page 8 of 10 Pages
- --------------------                                      ----------------------


                                   SCHEDULE A

               Transactions in the Shares During the Past 60 Days
               --------------------------------------------------

Shares of Common Stock             Price Per                   Date of
       Purchased                   Share($)                    Purchase
       ---------                   --------                    --------

                             STEEL PARTNERS II, L.P.
                             -----------------------

        9,000                      12.0000                     12/26/02
       14,500                      12.0500                     12/27/02
        1,500                      12.0500                     12/30/02
        6,500                      12.3500                      1/14/03
        3,600                      12.3000                      1/21/03
       25,000                      12.5800                      1/22/03
        1,300                      12.5500                      1/23/03
        3,400                      12.5500                      1/27/03
        2,000                      13.0400                      2/06/03
          400                      13.0000                      2/07/03
        6,300                      13.0849                      2/11/03
       66,000                      13.0898                      2/13/03

                             WARREN G. LICHTENSTEIN
                             ----------------------
                                      None






- --------------------                                      ----------------------
CUSIP No. 862701307                   13D                     Page 9 of 10 Pages
- --------------------                                      ----------------------


                                  EXHIBIT INDEX

         Exhibit                                                      Page
         -------                                                      ----

1.       Joint Filing Agreement                                        10







- --------------------                                      ----------------------
CUSIP No. 862701307                   13D                    Page 10 of 10 Pages
- --------------------                                      ----------------------



                             JOINT FILING AGREEMENT

            In  accordance  with  Rule  13d-1(k)(1)(iii)  under  the  Securities
Exchange  Act of 1934,  as amended,  the persons  named below agree to the joint
filing on behalf of each of them of a Statement on Schedule  13D dated  February
20, 2003  (including  amendments  thereto)  with  respect to the Common Stock of
Strategic  Distribution,  Inc. This Joint Filing  Agreement shall be filed as an
Exhibit to such Statement.

Dated:   February 20, 2003                STEEL PARTNERS II, L.P.

                                          By: Steel Partners, L.L.C.
                                              General Partner


                                          By: /s/ Warren G. Lichtenstein
                                              ----------------------------------
                                              Warren G. Lichtenstein
                                              Chief Executive Officer


                                          /s/ Warren G. Lichtenstein
                                          --------------------------------------
                                          WARREN G. LICHTENSTEIN

-----END PRIVACY-ENHANCED MESSAGE-----