SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Natural Wonders, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
639014 10 9
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing 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).
*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 the disclosures provided in a prior cover page.
The information required in 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).
13G
CUSIP NO. 639014 10 9
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Partners IV
Tax Identification No. 41-1647118
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 409,686
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 406,686
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,686
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 639014 10 9
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca Partners
Tax Identification No. 41-1647117
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 410,058*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 410,058*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,058*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12) TYPE OF REPORTING PERSON*
PA
_______________________
* Itasca Partners holds 376 shares directly, the remaining 409,686
shares are beneficially owned by reason of its affiliation with
Norwest Equity Partners IV.
13G
CUSIP NO. 639014 10 9
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert F. Zicarelli
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 410,058*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 410,058*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,058*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12) TYPE OF REPORTING PERSON*
IN
_______________________
* Includes 376 shares held directly by Itasca Partners.
13G
CUSIP NO. 639014 10 9
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel J. Haggerty
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 410,058*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 410,058*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,058*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12) TYPE OF REPORTING PERSON*
IN
_______________________
* Includes 376 shares held directly by Itasca Partners.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Item 1(a) Name of Issuer:
Natural Wonders, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
4209 Technology Drive
Fremont, CA 94538
Item 2(a) Name of Person Filing:
1. Norwest Equity Partners IV
2. Itasca Partners
3. Robert F. Zicarelli
4. Daniel J. Haggerty
Item 2(b) Address of Principal Business Office:
1. Norwest Equity Partners IV
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
2. Itasca Partners
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
3. Robert F. Zicarelli
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
4. Daniel J. Haggerty
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
This statement is filed by Norwest Equity Partners IV on
behalf of all of the persons listed above pursuant to
Rule 13d-1(c) and Rule 13d-1(f). Norwest Equity Partners
IV is a Minnesota limited partnership. Itasca Partners,
a Minnesota general partnership, is the general partner of
Norwest Equity Partners IV. Robert F. Zicarelli and
Daniel J. Haggerty are the managing partners of Itasca
Partners.
Item 2(c) Citizenship:
1. Norwest Equity Partners IV: Minnesota
2. Itasca Partners: Minnesota
3. Robert F. Zicarelli: United States
4. Daniel J. Haggerty: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
639014 10 9
Item 3 Not Applicable
Item 4 Ownership:
(1) Norwest Equity Partners IV: At December 31, 1996,
Norwest Equity Partners IV owned 409,686 shares of
common stock. This amount represented 5.1% of the
total shares of common stock outstanding at that date.
Norwest Equity Partners IV has no rights to acquire
additional shares through the exercise of options or
otherwise.
(2) Itasca Partners: At December 31, 1996, Itasca Partners
was deemed to own an aggregate of 410,062 shares, as
follows: (a) 409,686 shares , by virtue of its
affiliation with Norwest Equity Partners IV, and
(b) 376 shares held directly. This amount represented
5.1% of the total shares of common stock outstanding
at that date.
(3) Robert F. Zicarelli: At December 31, 1996, Robert F.
Zicarelli was deemed to own an aggregate of 410,062
shares, as follows: (a) 409,686 shares, by virtue of
his affiliation with Norwest Equity Partners IV, and
(b)376 shares by virtue of his affiliation with Itasca
Partners. This amount represented 5.1% of the total
shares of common stock outstanding at that date.
(4) Daniel J. Haggerty: At December 31, 1996, Daniel J.
Haggerty was deemed to own an aggregate of 410,062
shares, as follows: (a) 406,686 shares, by virtue of
his affiliation with Norwest Equity Partners IV, and
(b) 376 shares by virtue of his affiliation with Itasca
Partners. This amount represented 5.1% of the total
shares of common stock outstanding at that date.
The persons filing this statement other than Norwest
Equity Partners IV disclaim beneficial ownership of,
and the filing of this shall not be construed as an
admission that the persons filing are beneficial
owners of, the shares covered by this statement for
purposes of Sections 13, 14, or 16 of the Act.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not Applicable
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete, and correct.
Date: February 10, 1997
NORWEST EQUITY PARTNERS IV
By ITASCA PARTNERS, as general partner
By: /s/ John P. Whaley
John P. Whaley, Partner
