SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
June 11, 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))
<PAGE>
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>
This Amendment No. 5 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 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of Schedule 13D is hereby supplemented by the addition of
the following:
On June 11, 1997, Mr. Frederick O'Such became a director of the
Company. Joseph H. Reich & Co., Inc., a corporation wholly owned by Mr.
Reich, has agreed pursuant to an agreement between Centennial and Mr. O'Such,
to compensate Mr. O'Such in connection with his services as director, such
compensation to be based upon gain realized by Centennial in connection with
its investment in the Company.
Item 1.. Material to be Filed as Exhibits.
Item 7 of Schedule 13D is hereby supplemented by the addition of
the following:
Exhibit 1 - Agreement between Centennial and Mr. Frederick O'Such.
<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: June 13, 1997
CENTENNIAL ASSOCIATES, L.P.
by: /s/Peter K. Seldin
Peter K. Seldin
General Partner
<PAGE>
EXHIBIT 1
Centennial Associates, L.P.
900 Third Avenue
New York, NY 10022
June 2, 1997
Mr. Frederick O'Such
369 South San Antonio Road
Los Altos, CA 94022
Dear Fred:
We understand that Consilium, Inc. ("CSIM") has invited you to join
their Board of Directors (the "Board") and that you intend to
accept. As you know, CSIM is a significant holding of Centennial
Associates, L.P. ("CALP"), a partnership in which you are a Limited
Partner. We are delighted at your decision and believe you will
make a valuable contribution to the future success of CSIM.
In recognition of your efforts as director, and as long as you
continue in that role, Joseph H. Reich & Co., Inc. (the management
company for CALP) will pay you a fee equal to 8% of the net
realized gains of CALP attributable to sales or other dispositions
of the CSIM investment. For your information, CALP currently owns
1,615,785 shares of CSIM at an average cost basis of $4.67/sh.
The fee will be payable as follows:
A) If partial sales or other dispositions occur during any
CALP fiscal year, the fee equal to 8% of CALP's
cumulative net realized gain attributable to the CSIM
investment since inception of this agreement less any fee
previously paid under this agreement will be paid within
thirty days of CALP's fiscal year end.
B) Upon the substantially complete actual or deemed
liquidation by CALP of the CSIM investment, the fee equal
to 8% of CALP's cumulative net realized gain attributable
to the CSIM investment since inception of this agreement
less any fee previously paid under this agreement will be
paid within thirty days of the liquidating event.
For purposes of this agreement, a deemed liquidation is any merger,
recapitalization or other corporate restructuring by CSIM, the
result of which allows CALP the option to exchange its CSIM holding
into cash or readily tradeable securities of a public company with
a market capitalization in excess of $500 million. If CALP chooses
to hold the securities of such company in a deemed liquidating
event, the fee will be calculated based upon the publicly announced
exchange value for the CSIM shares.
<PAGE>
Frederick O'Such
Page 2
Upon your resignation from the Board for any reason other than a
deemed liquidating event, we will calculate your tentative fee
based upon the last sale price of CSIM for that day, (or the
closing bid price if no trading occurred on that day). The amount
actually payable to you will be the lower of the tentative fee so
calculated or the fee based upon CALP's actual net realized gain
upon complete disposition of the CSIM investment.
As Managing General Partner of CALP, I retain complete control and
discretion over the investment program for CSIM, including but not
limited to the decision to purchase or dispose of shares, and the
right to vote the shares.
If this agreement is acceptable to you, please sign below and
return one original to me. The second copy is for your files. We
look forward to reaping the rewards of your efforts as director and
wish you much luck in this new endeavor.
Sincerely,
Accepted by: Date:
