SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. 6)(1)
Nhancement Technologies, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
65334P104
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(CUSIP Number)
Gerald L. Fishman
Wolin & Rosen, Ltd.
55 West Monroe Street, Suite 3600
Chicago, IL 60603
312.424.0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 2000
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(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(b)
for other parties to whom copies are to be sent.
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(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).
(SC13D-07/99)
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
CUSIP No. 65334P104 13D Page 2 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosenthal Collins Group, L.L.C. FEIN No. 36-4253919
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
See Note A
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO -- See Note A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
Item 2(d) [_]
Item 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 586,490 See Note A
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
586,490 See Note A
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 586,490 See Note A
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
586,490 See Note A
<PAGE>
CUSIP No. 65334P104 13D Page 3 of 6 Pages
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
586,490 -- See Note A
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
See Note A
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.76
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER
a. Nhancement Technologies, Inc.
6663 Owens Drive
Pleasanton, CA 94588
b. Common Stock, $.01 par value
ITEM 2. IDENTITY AND BACKGROUND
a. Rosenthal Collins Group, L.L.C. a. Leslie Rosenthal, Managing Member
J. Robert Collins, Managing Member
b. 216 West Jackson Boulevard b. 216 West Jackson Boulevard
Suite 400 Suite 400
Chicago, IL 60606 Chicago, IL 60606
c. Futures Commission Merchant c. Managing members of
registered with the Commodity Rosenthal Collins Group, L.L.C.
Futures Trading Commission and
clearing member of various
designated contract markets
d. N/A d. N/A
e. N/A e. N/A
f. Illinois limited liability company f. USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS FOR OTHER CONSIDERATION
The source of the funds are the personal funds of L. Thomas Baldwin III and
the L. Thomas Baldwin III Living Trust. Mr. Baldwin is a Class C (non-voting,
non-managing) Member of Rosenthal Collins Group, L.L.C. The aggregate amount of
funds used in making purchases for these shares through and including 1 December
2000 for this Reporting Person (see Note A) was $9,820,400.
<PAGE>
CUSIP No. 65334P104 13D Page 4 of 6 Pages
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of securities of the Issuer is as an
investment by L. Thomas Baldwin III, a Class C Member (non-voting, non-managing)
of Rosenthal Collins Group, L.L.C.
a. Mr. Baldwin has advised that he plans to purchase additional
shares of the Issuer up to as much as 35% of the total issued and
outstanding.
b-j. Mr. Baldwin has advised that he has no present intentions to
engage in or cause any of the matters listed in these subsections
of this Item 4. He has advised that his present intention is to
be and remain an investor in the Issuer. Additionally, on
December 5, 2000, Mr. Baldwin was elected a director of the
Issuer. The timing and amount of additional purchases, if any,
are currently unknown.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
a. Shares owned:
(1) Rosenthal Collins Group, L.L.C. (See Note A)
(i) L. Thomas Baldwin III -- 435,060 shares (3.53%)
(ii) L. Thomas Baldwin III Living Trust -- 151,430
shares(1.22%)
Total Rosenthal Collins Group, L.L.C. -- 586,490
shares (4.76%)
(2) L. Thomas Baldwin III -- 3,156,334 shares (25.5%)
(See Note A)
Total Group (See Note A) -- 3,742,824 shares (30.35%)
b. Voting power:
(1) Rosenthal Collins Group, L.L.C. (See Note A)
Sole voting power -- 586,490
Shared voting power --- 586,490
Sole dispositive power -- 586,490
Shared dispositive power -- 586,490
(2) L. Thomas Baldwin III, individually (See Note A)
Sole voting power -- 3,156,334
Shared voting power --- 586,490
Sole dispositive power -- 3,156,334
Shared dispositive power -- 586,490
<PAGE>
CUSIP No. 65334P104 13D Page 5 of 6 Pages
c. See Note A
d. N/A
e. N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Note A with respect to the relationships among the persons named
in Item 2 and with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 19, 2000.
ROSENTHAL COLLINS GROUP, L.L.C.
By: /s/ Leslie Rosenthal
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Leslie Rosenthal, Managing Member
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
NOTE A
This Schedule 13D represents ownership by the Reporting Person and other members
of the "group" as described below of an aggregate of 3,742,824 shares of common
stock of the Issuer (30.35%), including immediately exercisable warrants to
purchase 300,000 shares at $6.00 per share and immediately convertible preferred
stock which if converted will convert into 259,259 shares of common stock. L.
Thomas Baldwin III is a non-voting, non-managing member of Rosenthal Collins
Group, L.L.C., an Illinois limited liability company ("RCG"). RCG is registered
with the Commodity Futures Trading Commission as a futures commission merchant
and is a clearing member of all major principal futures exchanges in the United
States and elsewhere. As such, RCG is required to meet and maintain significant
levels of adjusted net capital to comply with CFTC and exchange clearing
requirements. As of September 30, 2000, RCG's adjusted net capital (unaudited)
was $44,829,393. Reference is hereby made to the public portions of RCG's Forms
1-FR as filed with the Commodity Futures Trading Commission, which forms are
publicly available under FOIA for a complete statement of the financial
condition of RCG.
<PAGE>
CUSIP No. 65334P104 13D Page 6 of 6 Pages
While RCG has full legal control over such shares, Mr. Baldwin could always
direct RCG to sell the shares, which accommodation RCG would be willing to
accommodate subject, of course, to all the various capital requirements with
which RCG must comply. Moreover, as an accommodation, RCG would be willing to
defer to Mr. Baldwin with respect to the voting of such shares. Hence, RCG in
Item 5.b has listed the shares deposited with it as owned by it, and it has
listed voting and dispositive power as shared with Mr. Baldwin.
On 6 November 2000, RCG transferred 200,000 shares of Issuer to Mr. Baldwin's
account at Penson Financial Services. On 22 November 2000, RCG transferred
700,000 shares of the Issuer to Mr. Baldwin's account at J.P. Morgan Securities,
Inc.
On 24 November 2000, Rosenthal Collins Equities, L.L.C. ("RCE"), a broker/dealer
wholly owned by RCG, transferred 574,083 shares to RCG for the account and
benefit of Mr. Baldwin. On 1 December 2000, RCG transferred 500,000 shares of
the Issuer to Mr. Baldwin's account at J.P. Morgan Securities, Inc. As a result,
RCG holds an aggregate of 586,490 shares of Issuer in the accounts of Mr.
Baldwin (4.76%). RCE no longer is a member of the group referenced in Item 2 and
there is no present intention that it rejoin the group.
While the shares of the Issuer held by RCG are owned of record and are under the
total legal control of RCG, solely for purposes of the shares of the Issuer and
not otherwise, it should be deemed an affiliate of L. Thomas Baldwin III and Mr.
Baldwin should be deemed de facto beneficial owner of all such shares,
notwithstanding that all such shares are subject to the risks and requirements,
regulatory and market, of RCG.
