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. 3)(1)
Nhancement Technologies, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
65334P104
--------------------------------------------------------------------------------
(CUSIP Number)
Gerald L. Fishman
Wolin & Rosen, Ltd.
55 West Monroe Street, Suite 3600
Chicago, IL 60603
312.424.0600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 2000
--------------------------------------------------------------------------------
(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)
----------
(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
________________________________________________________________________________
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 530,145 See Note A
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
530,145 See Note A
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 530,145 See Note A
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
530,145 See Note A
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,145 -- 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)
4.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
BD
________________________________________________________________________________
*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. 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
ITEM 3. SOURCE AND AMOUNT OF FUNDS FOR OTHER CONSIDERATION
The source of the funds are 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. The aggregate amount of additional funds used
in making purchases through and including 18 September 2000 for this Reporting
Person (see Note A) was $8,486,260.
<PAGE>
CUSIP No. 65334P104 13D Page 4 of 8 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., the Sole Member of the
Reporting Person.
a. Mr. Baldwin has advised that he plans to purchase
additional shares of the Issuer up to as much as 25% 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. 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 Equities, L.L.C. Proprietary Trading
Account 530,145 shares (4.8%) (See Note A)
(2) Rosenthal Collins Group, L.L.C. (See Note A)
(i) L. Thomas Baldwin III -- 1,260,132 shares (11.3%)
(ii) L. Thomas Baldwin III Living Trust -- 151,430
shares(1.4%)
Total Rosenthal Collins Group, L.L.C. -- 1,411,562
shares (12.7%)
(3) L. Thomas Baldwin III -- 73,085 shares (.66%)
(See Note A)
Total Group (See Note A) -- 2,014,792 shares (18.2%)
b. Voting power:
(1) Rosenthal Collins Equities, L.L.C. (See Note A)
Sole voting power -- 530,145
Shared voting power --- 530,145
Sole dispositive power -- 530,145
Shared dispositive power -- 530,145
<PAGE>
CUSIP No. 65334P104 13D Page 5 of 8 Pages
(2) Rosenthal Collins Group, L.L.C. (See Note A)
Sole voting power -- 1,411,562
Shared voting power --- 1,411,562
Sole dispositive power -- 1,411,562
Shared dispositive power -- 1,411,562
(3) L. Thomas Baldwin III, individually (See Note A)
Sole voting power -- 224,515
Shared voting power --- 1,790,277
Sole dispositive power -- 224,515
Shared dispositive power -- 1,790,277
c. Commencing on August 16, 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: 127,000
shares on 16 August 2000 at an average price of $9.05 per
share; 63,060 shares on 17 August 2000 at an average price of
$10.57 per share; 137,900 shares on 18 August 2000 at an
average price of $11.88 per share; 65,800 shares on 21 August
2000 at an average price of $12.94 per share; 123,755 shares
on 22 August 2000 at an average price of $13.82 per share;
199,900 shares on 23 August 2000 at an average price of $15.02
per share; 74,090 shares on 24 August 2000 at an average price
of $14.53 per share; 3,700 shares on 25 August 2000 at an
average price of $14.39 per share; 12,900 shares on 28 August
2000 at an average price of $14.27 per share; 34,400 shares on
29 August 2000 August 2000 at an average price of $14.84 per
share; 10,000 shares on 31 August 2000 at $14.19 per share;
49,500 shares on 1 September 2000 at an average price of
$14.21 per share; 11,900 shares on 5 September 2000 at an
average price of $15.29 per share; 16,000 shares on 6
September 2000 at an average price of $15.81 per share; 11,700
shares on 7 September 2000 at an average price of $15.23 per
share; 10,000 shares on 8 September 2000 at an average price
of $15.06 per share; 10,500 shares on 11 September 2000 at an
average price of $14.60 per share; 39,600 shares on 12
September 2000 at an average price of $13.81 per share; 24,100
shares on 13 September 2000 at an average price of $13.60 per
share; 48,900 shares on 14 September 2000 at an average price
of $15.17 per share; 15,200 shares on 15 September 2000 at an
average price of $15,70 per share; and 68,200 shares on 18
September 2000 at an average price of $15.74 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). Rosenthal Collins Equities, L.L.C., an
affiliate of Rosenthal Collins Group, L.L.C., transferred to
the latter 788,295 shares on August 29, 2000. These shares
were taken into Mr. Baldwin's Class C capital account at
$14.69 per share and 300,000 shares on August 29, 2000 at
$14.94 per share, respectively (before haircuts). (See Note A)
L. Thomas Baldwin III, individually, purchased 9,400 shares
more than 60 days prior to the date of the event which
requires filing of this statement 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. On September 8, 2000, Mr.
Baldwin received warrants to purchase 300,000 shares at an
exercise price of $6.00 per share. The warrants expire on July
31, 2001 and were dated as of July 31, 2000. (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: September 27, 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 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 2,014,792 shares of common
stock of the Issuer (18.2%). By including Mr. Baldwin's immediately exercisable
warrants to purchase 300,000 shares at $6.00 per share, ownership of the "group"
aggregates 2,314,792 shares (20.91%). 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.
RCE (defined below) transferred 788,295 shares on August 24, 2000 and 300,000
shares on August 29, 2000 to RCG for deposit to Mr. Baldwin's 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. Solely for internal net
capital accounting, RCE transferred 1,088,295 shares of the Issuer to RCG, its
parent, for deposit to Mr. Baldwin's capital account at RCG.
<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. On September 8, 2000, Mr. Baldwin received
warrants to purchase 300,000 shares of common stock of the Issuer. The warrants
are immediately exercisable at $6.00 per share and expire on July 31, 2001. The
warrants, while received by Mr. Baldwin on September 8, 2000, are dated as of
July 31, 2000.
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.
