-----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, TBmMoZA3LfZmcCFAqGId5rG2kI9ToEPXdxxUzQs30NsekcvF6HpxXNfWo301uIRS 89gSmCD2RVV6qH7YzrnWyQ== 0001035917-98-000001.txt : 19980304 0001035917-98-000001.hdr.sgml : 19980304 ACCESSION NUMBER: 0001035917-98-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980303 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: 98556736 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.13 )* 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) February 20, 1998 (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: 558,200 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 558,200 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 558,200 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 2.56% 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: -0- Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.00% 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: 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: 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: 968,350 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 968,350 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 968,350 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 4.45% 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: 968,350 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 968,350 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 968,350 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 4.45% 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: 968,350 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 968,350 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 968,350 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 4.45% 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: 558,200 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 558,200 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 558,200 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 2.56% 14) Type of Reporting Person: IN This Amendment No. 13 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 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 558,200 shares of the Common Stock, constituting approximately 2.56% 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 0 shares of Common Stock, constituting approximately 0.00% of the shares outstanding, (iv) Centennial LLC owns beneficially 410,150 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 968,350 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 558,200 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 968,350 shares of Common Stock, constituting approximately 4.45% 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 February 5, 1998 in the Company's Form 10-Q filed with the SEC for the fiscal quarter ended December 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: March 3, 1998 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. February 26, 1998 (25,000) 0.3125 February 27, 1998 (75,000) 0.2604 March 2, 1998 (50,000) 0.2812 March 3, 1998 (150,000) 0.2604 Quadrennial Partners, L.P. February 17, 1998 (25,000) 0.4062 February 19, 1998 (25,000) 0.4062 February 20, 1998 (25,000) 0.4062 February 23, 1998 (12,500) 0.3750 February 24, 1998 (25,000) 0.3437 February 25, 1998 (48,350) 0.2500 -----END PRIVACY-ENHANCED MESSAGE-----