SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Natural Wonders, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
639014109
(CUSIP Number)
Centennial Associates, L.P.
900 Third Avenue, New York, NY 10022
(212) 753-5150
Attention: Joseph H. Reich
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 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.: 639014109
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: 829,374
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: 829,374
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
829,374
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 10.76%
14) Type of Reporting Person: PN
<PAGE>
This Amendment No. 3 to Schedule 13D, originally filed December 12, 1995
(the "Schedule 13D") by Centennial Associates, L.P., relates to the common
stock (the "Common Stock") of Natural Wonders, Inc. (the "Company"), whose
principal executive offices are at 4209 Technology Drive, Fremont, California
94538. 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 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 (excluding commissions, if any) of $1,024,973
for the 245,374 shares of the Common Stock purchased by Centennial was
furnished from contributions made to Centennial by the partners of Centennial.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) As of the date hereof, Centennial owns beneficially 829,374
shares of the Common Stock, constituting approximately 10.76% of the shares
outstanding. The percentages used herein are based upon the 7,707,389 shares
of Common Stock stated by the Company to be outstanding, net of treasury
shares as of November 28, 1998 in the Company's Form 10-Q filed with the SEC
for the quarter ended October 31, 1998.
Item 5(c) of Schedule 13D is hereby supplemented by the addition
of the following:
During the past sixty days, on the following dates Centennial
purchased the following number of shares of Common Stock, in open market
transactions, at the per share purchase price (excluding commissions, if any)
set forth next to each respective transaction.
Number of Shares
Date Purchased ($) Price Per Share
November 17, 1998 5,000 3.3125
December 3, 1998 5,000 3.6250
December 7, 1998 2,700 3.6250
December 9, 1998 2,500 3.6250
December 9, 1998 60,400 3.6250
December 10, 1998 1,500 3.6250
December 16, 1998 3,500 3.6439
December 18, 1998 1,000 3.6875
December 21, 1998 25,000 3.6875
December 23, 1998 9,000 3.6875
December 28, 1998 2,100 3.9900
December 30, 1998 13,600 4.4048
No other transactions in the Common Stock were effected by 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 31, 1998
CENTENNIAL ASSOCIATES, L.P.
By: /s/ Joseph H. Reich
Joseph H. Reich
General Partner
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