-----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, Nnmlo6QkCk4IRL1/3ALxonHStmw352C5ON0VzKoqukHPcS12yV7URAK6WxknSxaj 5jM+UKhm23FvktQJO6oU/Q== 0001035917-97-000020.txt : 19971205 0001035917-97-000020.hdr.sgml : 19971205 ACCESSION NUMBER: 0001035917-97-000020 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971204 SROS: NASD GROUP MEMBERS: CENTENNIAL ASSOCIATES L.P. GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L P GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L.L.C GROUP MEMBERS: G. BRYAN DUTT GROUP MEMBERS: JOSEPH H. REICH GROUP MEMBERS: PETER K. SELDIN GROUP MEMBERS: QUADRENNIAL PARTNERS L.P. GROUP MEMBERS: TERCENTENNIAL ENERGY PARTNERS L.P. GROUP MEMBERS: TRACY NAGLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NU KOTE HOLDING INC /DE/ CENTRAL INDEX KEY: 0000812423 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 161296153 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43219 FILM NUMBER: 97732610 BUSINESS ADDRESS: STREET 1: 17950 PRESTON RD STE 690 CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 2142502785 MAIL ADDRESS: STREET 1: 17950 PRESTON ROAD SUITE 690 CITY: DALLAS STATE: TX ZIP: 75252 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL ENERGY PARTNERS L P CENTRAL INDEX KEY: 0001035917 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133793743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 900 THIRD AVE SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127535150 MAIL ADDRESS: STREET 1: 900 THIRD AVE STREET 2: SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No.11 )* Nu-kote Holding, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 669935108 (CUSIP Number) Centennial Associates, L.P. 900 Third Avenue, New York, NY 10022 (212) 753-5150 Attention: Peter K. Seldin (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 24, 1997 (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 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 the statement [ ]. (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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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 ("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)) Cusip No.: 669935108 1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above Person: Centennial Associates, L.P. (13-2860099) 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only: 4) Source of Funds: WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6) Citizenship or Place of Organization: Delaware Number of (7) Sole Voting Power: -0- Shares Beneficially (8) Shared Voting Power: 1,378,200 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 1,378,200 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,378,200 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 6.33% 14) Type of Reporting Person: PN Cusip No.: 669935108 1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above Person: Tercentennial Energy Partners, L.P. (13-3877256) 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only: 4) Source of Funds: WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6) Citizenship or Place of Organization: Delaware Number of (7) Sole Voting Power: -0- Shares Beneficially (8) Shared Voting Power: 410,150 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 410,150 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 410,150 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 1.88% 14) Type of Reporting Person: PN Cusip No.: 669935108 1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above Person: Quadrennial Partners, L.P. (13-3883223) 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only: 4) Source of Funds: WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6) Citizenship or Place of Organization: Delaware Number of (7) Sole Voting Power: -0- Shares Beneficially (8) Shared Voting Power: 160,850 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 160,850 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 160,850 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.74% 14) Type of Reporting Person: PN Cusip No.: 669935108 1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above Person: Centennial Energy Partners, L.L.C. (13-3961810) 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only: 4) Source of Funds: WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6) Citizenship or Place of Organization: Delaware Number of (7) Sole Voting Power: -0- Shares Beneficially (8) Shared Voting Power: 571,000 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 571,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 571,000 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 2.62% 14) Type of Reporting Person: LLC Cusip No.: 669935108 1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above Person: Joseph H. Reich 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only: 4) Source of Funds: PF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6) Citizenship or Place of Organization: United States Number of (7) Sole Voting Power: -0- Shares Beneficially (8) Shared Voting Power: 1,949,200 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 1,949,200 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,949,200 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 8.95% 14) Type of Reporting Person: IN Cusip No.: 669935108 1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above Person: Peter K. Seldin 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only: 4) Source of Funds: PF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6) Citizenship or Place of Organization: United States Number of (7) Sole Voting Power: -0- Shares Beneficially (8) Shared Voting Power: 1,949,200 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 1,949,200 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,949,200 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 8.95% 14) Type of Reporting Person: IN Cusip No.: 669935108 1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above Person: G. Bryan Dutt 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only: 4) Source of Funds: PF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6) Citizenship or Place of Organization: United States Number of (7) Sole Voting Power: -0- Shares Beneficially (8) Shared Voting Power: 1,949,200 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 1,949,200 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,949,200 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 8.95% 14) Type of Reporting Person: IN Cusip No.: 669935108 1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above Person: Tracy S. Nagler 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only: 4) Source of Funds: PF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6) Citizenship or Place of Organization: United States Number of (7) Sole Voting Power: -0- Shares Beneficially (8) Shared Voting Power: 1,378,200 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 1,378,200 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,378,200 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 6.33% 14) Type of Reporting Person: IN This Amendment No. 11 to Schedule 13D, originally filed September 13, 1993 (the "Schedule 13D") by Centennial Associates, L.P., relates to the common stock (the "Common Stock") of Nu-kote Holding, Inc. (the "Company"), whose principal executive offices are at 17950 Preston Road, Suite 690, Dallas, Texas, 75252. Unless otherwise indicated all capitalized terms used herein shall have the same meanings as set forth in the Schedule 13D. All information previously disclosed in the Schedule 13D, except as set forth herein, is reconfirmed. Item 2. Identity and Background. Item 2 of Schedule 13D is hereby amended and restated in its entirety as follows: (a)This statement is filed by (i) Centennial Associates, L.P. ("Centennial"), a Delaware limited partnership, with respect to Common Stock held by it; (ii) Tercentennial Energy Partners, L.P. ("Tercentennial"), a Delaware limited partnership, with respect to Common Stock held by it; (iii) Quadrennial Partners, L.P. ("Quadrennial"), a Delaware limited partnership, with respect to Common Stock held by it; (iv) Centennial Energy Partners, L.L.C. ("Centennial LLC") with respect to shares of Common Stock held by each of the entities named in (ii) and (iii) above, (v) each of Joseph H. Reich, Peter K. Seldin, and G. Bryan Dutt with respect to shares of Common Stock held by each of the entities named in (i) and (iv) above, and (vi) Tracy S. Nagler with respect to shares of Common Stock held by the entity named in (i) above. Centennial, Tercentennial and Quadrennial are collectively referred to herein as the "Partnerships". Centennial, Tercentennial, Quadrennial, Centennial LLC, Mr. Reich, Mr. Seldin, Mr. Dutt and Ms. Nagler are collectively referred to herein as the "Reporting Persons". The general partners of Centennial are Mr. Reich, Mr. Seldin, Mr. Dutt and Ms. Nagler. The general partner of each of Energy, Tercentennial and Quadrennial is Centennial LLC. Joseph H. Reich is the Managing Member of Centennial LLC. Peter K. Seldin and G. Bryan Dutt are non managing members of Centennial LLC who have been delegated the authority to invest in the securities of Energy, Tercentennial and Quadrennial. Any disclosures herein with respect to other than the Reporting Persons are made on information and belief. (b) The principal business address of each of the Reporting Persons is 900 Third Avenue, New York, New York 10022. (c) The principal business of the Partnerships is that of engaging in the purchase and sale of securities for investment for its own account. The principal business of Centennial LLC is General Partner of the Partnerships. The present principal occupation of Mr. Reich is Managing General Partner of Centennial and Managing Member of Centennial LLC. Mr. Seldin's present principal occupation is General Partner of Centennial and member of Centennial LLC . Mr. Dutt's present principal occupation is General Partner of Centennial and member of Centennial LLC. Ms. Nagler's present principal occupation is General Partner of Centennial. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last 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) The Partnerships are Delaware limited partnerships. Centennial LLC is a Delaware Limited Liability Company. Mr. Reich, Mr. Seldin, Mr. Dutt and Ms. Nagler are United States citizens. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of Schedule 13D is hereby supplemented by the addition of the following: The purchase price (including commissions, if any) of $330,750 for the 126,000 shares of the Common Stock purchased by Centennial was furnished from contributions made to Centennial by the partners of Centennial. Item 5. Interest in Securities of the Issuer. Items 5(a) of Schedule 13D is hereby amended and restated in its entirety as follows: a) As of the date hereof, (i) Centennial owns beneficially 1,378,200 shares of the Common Stock, constituting approximately 6.33% of the shares outstanding (ii) Tercentennial owns beneficially 410,150 shares of Common Stock, constituting approximately 1.88% of the shares outstanding, (iii) Quadrennial owns beneficially 160,850 shares of Common Stock, constituting approximately 0.74% of the shares outstanding, (iv) Centennial LLC owns beneficially 571,000 shares of Common Stock, representing the shares held by each of the entities named in (ii) and (iii) above, (v) each of Joseph H. Reich, Peter K. Seldin and G. Bryan Dutt own beneficially 1,949,200 shares of Common Stock, representing the shares held by each of the entities named in (i) and (iv) above, and (vi) Tracy S. Nagler owns beneficially 1,378,200 shares of Common Stock, representing the shares held by entity named in (i) above. In the aggregate, the Reporting Persons beneficially own a total of 1,949,200 shares of Common Stock, constituting approximately 8.95% of the shares outstanding. The percentages used herein are based upon the 21,775,302 shares of Common Stock stated by the Company to be outstanding as of November 5, 1997 in the Company's Form 10-Q filed with the SEC for the fiscal quarter ended eptember 26, 1997. Item 5(c) of Schedule 13D is hereby supplemented by the addition of the following: (c) All transactions in the Common Stock effected during the past 60 days by the Reporting Persons are set forth in Schedule A hereto. All such transactions were open market transactions. No other transactions in the Common Stock were effected by any of the Reporting Persons during the sixty day period ending on the date hereof. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: December 4, 1997 CENTENNIAL ASSOCIATES, L.P. By: /s/ Peter K. Seldin Peter K. Seldin, General Partner TERCENTENNIAL ENERGY PARTNERS, L.P. By: /s/ Peter K. Seldin Peter K. Seldin, Member Centennial Energy Partners, L.L.C. General Partner QUADRENNIAL PARTNERS, L.P. By: /s/ Peter K. Seldin Peter K. Seldin, Member Centennial Energy Partners, L.L.C. General Partner CENTENNIAL ENERGY PARTNERS, L.L.C. By: /s/ Peter K. Seldin Peter K. Seldin Member /s/ Joseph H. Reich Joseph H. Reich /s/ Peter K. Seldin Peter K. Seldin /s/ G. Bryan Dutt G. Bryan Dutt /s/ Tracy S. Nagler Tracy S. Nagler Schedule A OPEN MARKET TRANSACTIONS Date of No. of Shares Transaction Purchased\(Sold) Price Per Share Centennial Associates, L.P. October 13, 1997 (20,000) 1.5000 October 14, 1997 (105,000) 1.5074 October 15, 1997 (25,000) 1.5312 October 20, 1997 (20,000) 1.6250 November 14, 1997 (25,000) 0.8437 November 17, 1997 (10,000) 0.8437 November 18, 1997 (50,000) 0.7187 November 19, 1997 (25,000) 0.6875 November 20, 1997 (25,000) 0.6562 November 21, 1997 (25,000) 0.6250 November 24, 1997 (50,000) 0.6094 November 25, 1997 (50,000) 0.5781 November 26, 1997 (50,000) 0.5156 December 1, 1997 (25,000) 0.5312 December 2, 1997 (12,500) 0.5312 December 3, 1997 (50,000) 0.5000 -----END PRIVACY-ENHANCED MESSAGE-----