SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No.11 )*
Nu-kote Holding, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
669935108
(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)
November 24, 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.: 669935108
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: -0-
Shares
Beneficially (8) Shared Voting Power: 1,378,200
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,378,200
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,378,200
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 6.33%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 669935108
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Tercentennial Energy Partners, L.P.
(13-3877256)
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: -0-
Shares
Beneficially (8) Shared Voting Power: 410,150
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 410,150
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
410,150
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.88%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 669935108
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Quadrennial Partners, L.P.
(13-3883223)
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: -0-
Shares
Beneficially (8) Shared Voting Power: 160,850
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 160,850
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
160,850
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.74%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 669935108
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Centennial Energy Partners, L.L.C.
(13-3961810)
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: -0-
Shares
Beneficially (8) Shared Voting Power: 571,000
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 571,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
571,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.62%
14) Type of Reporting Person: LLC
<PAGE>
Cusip No.: 669935108
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Joseph H. Reich
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 1,949,200
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,949,200
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,949,200
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.95%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 669935108
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Peter K. Seldin
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 1,949,200
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,949,200
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,949,200
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.95%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 669935108
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: G. Bryan Dutt
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 1,949,200
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,949,200
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,949,200
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.95%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 669935108
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Tracy S. Nagler
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 1,378,200
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,378,200
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,378,200
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 6.33%
14) Type of Reporting Person: IN
<PAGE>
This Amendment No. 11 to Schedule 13D, originally filed September 13,
1993 (the "Schedule 13D") by Centennial Associates, L.P., relates to the
common stock (the "Common Stock") of Nu-kote Holding, Inc. (the "Company"),
whose principal executive offices are at 17950 Preston Road, Suite 690,
Dallas, Texas, 75252. 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 (i) Centennial Associates, L.P.
("Centennial"), a Delaware limited partnership, with respect to Common Stock
held by it; (ii) Tercentennial Energy Partners, L.P. ("Tercentennial"), a
Delaware limited partnership, with respect to Common Stock held by it; (iii)
Quadrennial Partners, L.P. ("Quadrennial"), a Delaware limited partnership,
with respect to Common Stock held by it; (iv) Centennial Energy Partners,
L.L.C. ("Centennial LLC") with respect to shares of Common Stock held by each
of the entities named in (ii) and (iii) above, (v) each of Joseph H. Reich,
Peter K. Seldin, and G. Bryan Dutt with respect to shares of Common Stock held
by each of the entities named in (i) and (iv) above, and (vi) Tracy S. Nagler
with respect to shares of Common Stock held by the entity named in (i) above.
Centennial, Tercentennial and Quadrennial are collectively referred to herein
as the "Partnerships". Centennial, Tercentennial, Quadrennial, Centennial
LLC, Mr. Reich, Mr. Seldin, Mr. Dutt and Ms. Nagler are collectively
referred to herein as the "Reporting Persons". The general partners of
Centennial are Mr. Reich, Mr. Seldin, Mr. Dutt and Ms. Nagler. The general
partner of each of Energy, Tercentennial and Quadrennial is Centennial LLC.
Joseph H. Reich is the Managing Member of Centennial LLC. Peter K. Seldin and
G. Bryan Dutt are non managing members of Centennial LLC who have been
delegated the authority to invest in the securities of Energy, Tercentennial
and Quadrennial. Any disclosures herein with respect to other than the
Reporting Persons are made on information and belief.
(b) The principal business address of each of the Reporting Persons
is 900 Third Avenue, New York, New York 10022.
(c) The principal business of the Partnerships is that of engaging
in the purchase and sale of securities for investment for its own account. The
principal business of Centennial LLC is General Partner of the Partnerships.
The present principal occupation of Mr. Reich is Managing General Partner of
Centennial and Managing Member of Centennial LLC. Mr. Seldin's present
principal occupation is General Partner of Centennial and member of Centennial
LLC . Mr. Dutt's present principal occupation is General Partner of Centennial
and member of Centennial LLC. Ms. Nagler's present principal occupation is
General Partner of Centennial.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons 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) The Partnerships are Delaware limited partnerships. Centennial
LLC is a Delaware Limited Liability Company. Mr. Reich, Mr. Seldin, Mr. Dutt
and Ms. Nagler 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 $330,750 for
the 126,000 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.
Items 5(a) of Schedule 13D is hereby amended and restated in its
entirety as follows:
a) As of the date hereof, (i) Centennial owns beneficially
1,378,200 shares of the Common Stock, constituting approximately 6.33% of the
shares outstanding (ii) Tercentennial owns beneficially 410,150 shares of Common
Stock, constituting approximately 1.88% of the shares outstanding, (iii)
Quadrennial owns beneficially 160,850 shares of Common Stock, constituting
approximately 0.74% of the shares outstanding, (iv) Centennial LLC owns
beneficially 571,000 shares of Common Stock, representing the shares held by
each of the entities named in (ii) and (iii) above, (v) each of Joseph H. Reich,
Peter K. Seldin and G. Bryan Dutt own beneficially 1,949,200 shares of Common
Stock, representing the shares held by each of the entities named in (i) and
(iv) above, and (vi) Tracy S. Nagler owns beneficially 1,378,200 shares of
Common Stock, representing the shares held by entity named in (i) above. In the
aggregate, the Reporting Persons beneficially own a total of 1,949,200 shares of
Common Stock, constituting approximately 8.95% of the shares outstanding.
The percentages used herein are based upon the 21,775,302 shares of
Common Stock stated by the Company to be outstanding as of November 5, 1997 in
the Company's Form 10-Q filed with the SEC for the fiscal quarter ended
eptember 26, 1997.
Item 5(c) of Schedule 13D is hereby supplemented by the addition of
the following:
(c) All transactions in the Common Stock effected during the past
60 days by the Reporting Persons are set forth in Schedule A hereto. All such
transactions were open market transactions. No other transactions in the Common
Stock were effected by any of the Reporting Persons during the sixty day period
ending on the date hereof.
<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: December 4, 1997 CENTENNIAL ASSOCIATES, L.P.
By: /s/ Peter K. Seldin
Peter K. Seldin,
General Partner
TERCENTENNIAL ENERGY PARTNERS, L.P.
By: /s/ Peter K. Seldin
Peter K. Seldin, Member
Centennial Energy Partners, L.L.C.
General Partner
QUADRENNIAL PARTNERS, L.P.
By: /s/ Peter K. Seldin
Peter K. Seldin, Member
Centennial Energy Partners, L.L.C.
General Partner
CENTENNIAL ENERGY PARTNERS, L.L.C.
By: /s/ Peter K. Seldin
Peter K. Seldin
Member
/s/ Joseph H. Reich
Joseph H. Reich
/s/ Peter K. Seldin
Peter K. Seldin
/s/ G. Bryan Dutt
G. Bryan Dutt
/s/ Tracy S. Nagler
Tracy S. Nagler
<PAGE>
Schedule A
OPEN MARKET TRANSACTIONS
Date of No. of Shares
Transaction Purchased\(Sold) Price Per Share
Centennial Associates, L.P.
October 13, 1997 (20,000) 1.5000
October 14, 1997 (105,000) 1.5074
October 15, 1997 (25,000) 1.5312
October 20, 1997 (20,000) 1.6250
November 14, 1997 (25,000) 0.8437
November 17, 1997 (10,000) 0.8437
November 18, 1997 (50,000) 0.7187
November 19, 1997 (25,000) 0.6875
November 20, 1997 (25,000) 0.6562
November 21, 1997 (25,000) 0.6250
November 24, 1997 (50,000) 0.6094
November 25, 1997 (50,000) 0.5781
November 26, 1997 (50,000) 0.5156
December 1, 1997 (25,000) 0.5312
December 2, 1997 (12,500) 0.5312
December 3, 1997 (50,000) 0.5000
