SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Consilium, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
208547109
(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)
April 4, 1997
(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))
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Cusip No.: 208547109
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: 1,615,785
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: 1,615,785
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,615,785
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 20.38%
14) Type of Reporting Person: PN
<PAGE>
<PAGE>
This Amendment No. 4 to Schedule 13D, originally filed September 7, 1993 (the
"Schedule 13D") by Centennial Associates, L.P., relates to the common stock
(the "Common Stock") of Consilium, Inc. (the "Company"), whose principal
executive offices are at 640 Clyde Court, Mountain View, California, 94043.
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 2. Identity and Background.
Item 2 of Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) This statement is filed by Centennial Associates, L.P.
("Centennial"), a Delaware limited partnership, with respect to shares of
Common Stock held by it. The general partners of Centennial are Joseph H.
Reich, Peter K. Seldin, Tracy S. Nagler and G. Bryan Dutt. Any disclosures
herein with respect to other than Mr. Reich, Mr. Seldin, Ms. Nagler, Mr. Dutt
and Centennial are made on information and belief.
(b) The principal business address of each of Mr. Reich, Mr.
Seldin, Ms. Nagler, Mr. Dutt and Centennial is 900 Third Avenue, New York, New
York 10022.
(c) The principal business of Centennial is that of engaging in
the purchase and sale of securities for investment for its own account. The
present principal occupation of Mr. Reich is Managing General Partner of
Centennial. The present principal occupations of Mr. Seldin, Ms. Nagler and
Mr. Dutt are General Partners of the Partnership.
(d) Neither Mr. Reich, Mr. Seldin, Ms. Nagler, Mr. Dutt nor
Centennial has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither Mr. Reich, Mr. Seldin, Ms. Nagler, Mr. Dutt nor
Centennial has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or state securities laws or finding any violation with respect to
such laws.
(f) Centennial is a Delaware limited partnership. Mr. Reich,
Mr. Seldin, Ms. Nagler and Mr. Dutt are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is hereby supplemented by the addition of the
following:
The purchase price (including commissions, if any) of $3,775,413
for the 1,064,585 shares of the Common Stock purchased by Centennial was
furnished from contributions made to Centennial by the partners of Centennial.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) As of the date hereof, Centennial owns beneficially
1,615,785 shares of the Common Stock, constituting approximately 20.38% of the
shares outstanding. The percentages used herein are based upon the 7,928,051
shares of Common Stock stated by the Company to be outstanding as of March 11,
1997 in the Company's Form 10-Q filed with the SEC for the quarter ended
January 31, 1997.
Item 5(c) of Schedule 13D is hereby supplemented by the addition
of the following:
(c) During the sixty day period ending on the date hereof,
Centennial purchased and/or sold on the following dates, the following number
of shares of Common Stock, in open market transactions, at the per share
transaction price (excluding commissions, if any) set forth next to each
respective transaction.
Number of Shares
Date Purchased/(Sold) ($) Price Per Share
April 4, 1997 922,085 3.000
April 4, 1997 (40,000) 3.000
No other transactions in the Common Stock were effected by Centennial, Mr.
Reich, Mr. Seldin, Ms. Nagler or Mr. Dutt during the sixty day period ending
on the date hereof.<PAGE>
<PAGE> 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: April 10, 1997
CENTENNIAL ASSOCIATES, L.P.
By:
Peter K. Seldin
General Partner
