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. 2 )(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.
(Continued on following pages)
(Page 1 of 8 Pages)
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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)
<PAGE>
CUSIP No. 65334P104 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
L. Thomas Baldwin III SS No.
L. Thomas Baldwin III Living Trust u/t/a dated 11/9/95 FEIN No.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
See Note A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF -- See Note A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
Item 2(d) [_]
Item 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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7 SOLE VOTING POWER
NUMBER OF 224,515 See Note A
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,184,647 See Note A
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 224,515 See Note A
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,184,647 See Note A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,085 -- L. Thomas Baldwin III (See Note A)
151,430 -- L. Thomas Baldwin III Living Trust (See Note A)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
See Note A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.03%
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14 TYPE OF REPORTING PERSON*
IN -- L. Thomas Baldwin III
OO -- L. Thomas Baldwin III Living Trust
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65334P104 13D Page 3 of 8 Pages
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. L. Thomas Baldwin III a. L. Thomas Baldwin III Living
Trust, L. Thomas Baldwin III, Trustee
b. 141 West Jackson Boulevard b. 141 West Jackson Boulevard
Suite 2850 Suite 2850
Chicago, IL 60604 Chicago, IL 60604
c. Investor, Trader c. Trust, Trustee
d. N/A d. N/A
e. N/A e. N/A
f. USA f. Illinois, 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. The aggregate amount of funds used
in making purchases through and including 15 August 2000 for these Reporting
Persons (see Note A) were $650,400 for Mr. Baldwin and $1,684,659 for the L.
Thomas Baldwin III Living Trust.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of securities of the Issuer is as an
investment by L. Thomas Baldwin III.
<PAGE>
CUSIP No. 65334P104 13D Page 4 of 8 Pages
a. Mr. Baldwin has plans to purchase additional shares of
the Issuer up to as much as 15% of the total issued and
outstanding.
b-j. Mr. Baldwin has no present intentions to engage in or
cause any of the matters listed in these subsections of
this Item 4. His present intention is to be and remain
an investor in 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) L. Thomas Baldwin III -- 73,085 shares (.66%) (See Note
A)
(2) Rosenthal Collins Group, L.L.C. (See Note A)
(i) L. Thomas Baldwin III -- 171,837 shares (1.6%)
(ii) L. Thomas Baldwin III Living Trust -- 151,430
shares (1.4%)
Total Rosenthal Collins Group, L.L.C. -- 323,267 shares
(2.9%)
(3) Rosenthal Collins Equities, L.L.C. Proprietary Trading
Account 788,295 shares (7.38%) (See Note A)
Total Group (See Note A) -- 1,184,647 shares (10.70%)
b. Voting power:
(1) L. Thomas Baldwin III, individually (See Note A) Sole
voting power -- 9,400 Shared voting power --
1,184,647 Sole dispositive power -- 9,400 Shared
dispositive power -- 1,184,647
(2) Rosenthal Collins Equities, L.L.C. (See Note A)
Sole voting power -- 788,295
Shared voting power --- 788,295
Sole dispositive power -- 788,295
Shared dispositive power -- 788,295
<PAGE>
CUSIP No. 65334P104 13D Page 5 of 8 Pages
(3) Rosenthal Collins Group, L.L.C. (See Note A)
Sole voting power -- 323,267
Shared voting power --- 323,267
Sole dispositive power -- 323,267
Shared dispositive power -- 323,267
c. L. Thomas Baldwin III, individually, purchased 9,400 shares
more than 60 days prior to the date hereof at an average price
of approximately $16 per share on Nasdaq. On or about May 19,
2000, Mr. Baldwin purchased $500,000 principal amount of the
Issuer's 8% Convertible Debentures due May 30, 2000
("Debenture"). The Debenture is convertible at any time at the
option of the holder at a sliding scale conversion price. On
August 8, 2000, Mr. Baldwin sent notice to the Issuer of his
election to convert the Debenture into 63,685 shares, at a
conversion price of $7.85 per share. (See Note A)
Rosenthal Collins Group, L.L.C. received 323,267 shares,
171,837 shares from L. Thomas Baldwin III and 151,430 shares
from the L. Thomas Baldwin III Living Trust as deposits to Mr.
Baldwin's Class C capital account at Rosenthal Collins Group,
L.L.C., a Commodity Futures Trading Commission registered
futures commission merchant. The shares of the Issuer are
traded on Nasdaq and were taken into such capital accounts at
$11.125 per share (before capital haircuts under CFTC
Regulation 1.17). (See Note A)
Commencing on August 2, 2000, Rosenthal Collins Equities,
L.L.C., a registered broker/dealer member firm of the Chicago
Board Options Exchange, in its proprietary trading account
purchased additional shares on Nasdaq as follows: 21,000
shares on 2 August 2000 at an average price of $10.00 per
share; 23,500 shares on 3 August 2000 at an average price of
$9.96 per share; 9,600 shares on 4 August 2000 at an average
price of $10.08 per share; 1,400 shares on 7 August 2000 at an
average price of $9.63 per share; 40,700 shares on 8 August
2000 at an average price of $9.08 per share; 66,600 shares on
9 August 2000 at an average price of $9.72 per share; 13,200
shares on 10 August 2000 at an average price of $9.83 per
share; 20,300 shares on 11 August 2000 at an average price of
$9.63 per share; 4,100 shares on 14 August 2000 at an average
price of $9.38 per share; and 27,500 shares on 15 August 2000
at an average price of $9.39 per share. On 16 August 2000, the
proprietary trading account purchased 127,000 shares at an
average price of $9.05 per share; on 17 August 2000, 63,060
shares at an average price of $10.57 per share; and on 18
August 2000, 137,900 shares at an average price of $11.88 per
share. (See Note A)
d. N/A
e. N/A
<PAGE>
CUSIP No. 65334P104 13D Page 6 of 8 Pages
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
1. There are no materials relating to the borrowing of funds to
finance the acquisition, as disclosed in Item 3.
2. There are no written agreements relating to the acquisition of
Issuer control, liquidation, sale of assets, merger or change
in business or corporate structure or any other matter, as
disclosed in Item 4.
3. There are no written agreements relating to the transfer of
voting of the securities, finders' fees, joint ventures,
options, puts, calls, guarantees of loans, guarantees against
loss of profit, or the giving or withholding of any proxy, as
disclosed in Item 6.
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: August 28, 2000.
/s/ L. Thomas Baldwin III
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L. THOMAS BALDWIN III,
Individually and as Trustee of
the L. Thomas Baldwin III Living
Trust u/t/a dated 11/9/95
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
CUSIP No. 65334P104 13D Page 7 of 8 Pages
NOTE A
This Schedule 13D represents ownership by the Reporting Person and
other members of the "group" as described below of an aggregate of 1,185,647
shares of common stock of the Issuer (10.70%). 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 June 30,
2000, RCG's adjusted net capital (unaudited) was $34,382,657. 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.
On June 21, 2000, L. Thomas Baldwin III and the L. Thomas Baldwin III
Living Trust (Mr. Baldwin is a Class C non-voting and non-managing Member of
RCG), deposited shares of the Issuer with RCG as part of his capital account at
RCG. Such shares, after appropriate haircuts, are held and maintained by RCG (in
a custody account for its benefit at the Harris Trust & Savings Bank, N.A.,
Chicago, Illinois) and is deemed capital of RCG for regulatory purposes.
Accordingly, 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.
Rosenthal Collins Equities, L.L.C. ("RCE") is an Illinois limited
liability company registered as a broker/dealer which is a member firm of the
Chicago Board Options Exchange, its designated examining authority. RCE has no
customers and trades on a proprietary basis only. RCE is wholly-owned by
Rosenthal Collins Group, L.L.C. The shares of the Issuer purchased by RCE, as
disclosed in Item 6.c above, were purchased by RCE at the request and as an
accommodation to L. Thomas Baldwin III. As a result, RCE is the record and
beneficial owner of such shares. Mr. Baldwin could always direct RCE to sell the
shares, which accommodation RCE would be willing to accommodate, subject, of
course, to the capital requirements with which RCE must comply. Moreover, as an
accommodation, RCE would be willing to defer to Mr. Baldwin with respect to the
voting of such shares. Hence, Item 5.b lists shared voting and dispositive power
for all shares of the Issuer owned by RCE as shared with Mr. Baldwin.
<PAGE>
CUSIP No. 65334P104 13D Page 8 of 8 Pages
In addition, Mr. L. Thomas Baldwin III, individually, purchased 9,400
shares of the Issuer more than 60 days prior to the event which requires filing
of this statement on Nasdaq, at an average of $16 per share. Moreover, on or
about May 19, 2000, Mr. Baldwin purchased $500,000 principal amount of the
Issuer's 8% Convertible Debentures due May 30, 2000 ("Debenture"). The Debenture
is convertible at any time at the option of the holder at a sliding scale
conversion price. On August 8, 2000, Mr. Baldwin sent notice to the Issuer of
his election to convert the Debenture into 63,685 shares, at a conversion price
of $7.85 per share. Mr. Baldwin, of course, has and will have sole dispositive
and voting power over such shares.
While the shares of the Issuer held by RCG and RCE are owned of record
and are under the total legal control of those entities, RCG and RCE, solely for
purposes of the shares of the Issuer and not otherwise, should be deemed
affiliates 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 and RCE,
respectively.
