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. 5)(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 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosenthal Collins Equities, L.L.C. FEIN No. 36-4205899
________________________________________________________________________________
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 0 See Note A
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0 See Note A
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 See Note A
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0 See Note A
<PAGE>
CUSIP No. 65334P104 13D Page 3 of 5 Pages
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 -- 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)
0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
BD
________________________________________________________________________________
*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 Equities, L.L.C. a. Rosenthal Collins Group, L.L.C.,
Sole Member (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. Registered Broker-Dealer and member c. Sole Member is a Futures
firm of CBOE (CBOE is DEA) Commission Merchant registered
with the Commodity 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. Illinois limited liability company
<PAGE>
CUSIP No. 65334P104 13D Page 4 of 5 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS FOR OTHER CONSIDERATION
The source of the funds were the personal funds of L. Thomas Baldwin III,
who is a Class C (non-voting, non-managing) Member of Rosenthal Collins Group,
L.L.C. ("RCG"), the sole Member of the Reporting Person. RCG's capital
contributions to the Reporting Person include amounts which were used to
purchase the shares of the Issuer. As of 24 November 2000, this Reporting Person
transferred the balance of the securities of the Issuer held by it to RCG. (See
Note A) Accordingly, no additional filings are required of this Reporting
Person.
ITEM 4. PURPOSE OF TRANSACTION
N/A
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
a. N/A
b. N/A
c. N/A
d. N/A
e. N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
N/A
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 EQUITIES, L.L.C.
By: Rosenthal Collins Group, L.L.C.
By: /s/ Leslie Rosenthal
--------------------------------------
Leslie Rosenthal, Managing Member
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
CUSIP No. 65334P104 13D Page 5 of 5 Pages
NOTE A
On 1 November 2000, 2 November 2000 and 6 November 2000, this Reporting Person
purchased 17,100 shares, 3,000 shares and 1,000 shares of the Issuer at the
request of and as an accommodation to L. Thomas Baldwin, III, a non-voting,
non-managing member of Rosenthal Collins Group, L.L.C. ("RCG"), the sole member
of this Reporting Person. As a result, after such purchases, this Reporting
Person held a total of 574,083 shares of the Issuer. On 24 November 2000, this
Reporting Person transferred all of such shares for the benefit of Mr. Baldwin
to RCG. Accordingly, this Reporting Person no longer is a member of the group
disclosed in prior filings, no longer is required to make additional filings
hereof and this Reporting Person has no present intention to rejoin such group.
