SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
October 12, 1998
(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>
This Amendment No. 6 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:
In connection with an Agreement and Plan of Merger and Reorganization
dated as of October 12, 1998 (the "Reorganization Agreement") between the
Company and Applied Materials, Inc. ("Applied Materials") Centennial entered
into a Voting Agreement (the "Voting Agreement") with Applied Materials on
October 12, 1998. Pursuant to Section 3.1 of the Voting Agreement, Centennial
agreed to vote all of the shares of Common Stock owned by it in favor of the
Merger (as defined in the Reorganization Agreement), the execution and delivery
by the Company of the Reorganization Agreement and the adoption and approval of
the terms thereof, and in favor of each of the other actions contemplated by
the Reorganization Agreement and any action required in furtherance thereof.
Centennial has also executed and delivered to Applied Materials an irrevocable
proxy granting Applied Materials the authority to vote the 1,615,785 shares of
Company Common Stock owned by Centennial with respect to the matters described
above. Centennial retains the right to vote its shares of Common Stock with
respect to matters other than those identified in the Voting Agreement.
Also in connection with the Reorganization Agreement, Centennial entered into
an Affiliate Agreement (the "Affiliate Agreement") with Applied Materials,
dated as of October 12, 1998. Pursuant to Section 3(a) of the Affiliate
Agreement, Centennial agreed that during the period from the date 30 days prior
to the date of consummation of the Merger (as defined in the Reorganization
Agreement) through the date on which financial results covering at least 30
days of post-Merger combined operation of Applied Materials and the Company
have been published by Applied Materials: (within the meaning of the applicable
"pooling of interests" accounting requirements): (i) Centennial will not sell,
transfer, or otherwise dispose of, or reduce its interest in or risk relating
to (A) any capital stock of Consilium (including any additional shares of
Consilium acquired by Centennial) except pursuant to and upon consummation of
the Merger, or (B) any option or other right to purchase any shares of capital
stock of Consilium, except pursuant to and upon consummation of the Merger; and
(ii) Centennial will not sell, transfer or otherwise dispose of, or reduce its
interest in or risk relating to, (A) any shares of capital stock of Applied
Materials (including without limitation any additional shares of capital stock
of Applied Materials acquired by Centennial), or (B) any option or other right
to purchase any shares of capital stock of Applied Materials. Centennial has
also agreed, pursuant to Section 3 of the Affiliate Agreement, not to transfer
any Applied Materials Common Stock received in the Merger, except as permitted
in the Affiliate Agreement.
Item 7. Material to be Filed as Exhibits.
Item 7 of Schedule 13D is hereby supplemented by the addition of
the following:
Exhibit 1: Voting Agreement dated as of October 12, 1998 is
incorporated herein by reference to Exhibit 99.2 of the Company's current
report on Form 8-K dated October 14, 1998 and filed with the Securities and
Exchange Commission on October 14, 1998.
Exhibit 2: Affiliate Agreement dated as of October 14, 1998 is
incorporated herein by reference to Exhibit C of the Company's current report
on Form 8-K dated October 14, 1998 and filed with the Securities and Exchange
Commission on October 14, 1998.
<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: October 23, 1998
CENTENNIAL ASSOCIATES, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin
General Partner
