SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No.13 )*
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)
February 20, 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))
<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: 558,200
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 558,200
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
558,200
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.56%
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: -0-
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.00%
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: 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: 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: 968,350
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 968,350
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
968,350
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.45%
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: 968,350
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 968,350
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
968,350
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.45%
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: 968,350
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 968,350
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
968,350
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.45%
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: 558,200
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 558,200
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
558,200
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.56%
14) Type of Reporting Person: IN
<PAGE>
This Amendment No. 13 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 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
558,200 shares of the Common Stock, constituting approximately 2.56% 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 0 shares of Common Stock, constituting
approximately 0.00% of the shares outstanding, (iv) Centennial LLC owns
beneficially 410,150 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 968,350 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 558,200 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 968,350
shares of Common Stock, constituting approximately 4.45% 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 February 5, 1998
in the Company's Form 10-Q filed with the SEC for the fiscal quarter ended
December 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: March 3, 1998
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.
February 26, 1998 (25,000) 0.3125
February 27, 1998 (75,000) 0.2604
March 2, 1998 (50,000) 0.2812
March 3, 1998 (150,000) 0.2604
Quadrennial Partners, L.P.
February 17, 1998 (25,000) 0.4062
February 19, 1998 (25,000) 0.4062
February 20, 1998 (25,000) 0.4062
February 23, 1998 (12,500) 0.3750
February 24, 1998 (25,000) 0.3437
February 25, 1998 (48,350) 0.2500
