SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
September 11, 2000
(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))
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: 1,887,041
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: 1,887,041
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,887,041
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 23.47% based upon
7,837,406 shares of Common Stock outstanding as of the date hereof and
including the deemed conversion of the Debentures and exercise of the
Warrants held by Centennial.
14) Type of Reporting Person: PN
This Amendment No. 9 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. This
Amendment No. 9 to Schedule 13D is being filed to correct the Exercise Price
and Conversion Price of securities purchased by Centennial in a private
offering by the Company on September 11, 2000 as disclosed in Amendment No. 8
to 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.
The supplement included in Amendment No. 8 to Schedule 13D which
supplemented Item 3 is hereby amended and replaced in its entirety by the
following:
Pursuant to the terms of a private offering (the "Offering") by
the Company of 15% Convertible Subordinated Debentures (the "Debentures") and
Warrants to Purchase Shares of Common Stock (the "Warrants"), by and among
the Company and various purchasers including Centennial, Centennial purchased
$250,000 of Debentures and Warrants to acquire 37,500 shares of the Company's
Common Stock on September 11, 2000 (the "Closing Date"), in consideration for
an aggregate cash payment of $250,000. The Debentures are convertible into
166,667 shares of Common Stock of the Company at the conversion price of $1.50
per share (the "Conversion Price") any time prior to the Debentures'
maturity date of March 15, 2002. For each $50,000 of Debentures acquired,
Centennial received a Warrant to acquire 7,500 shares of Common Stock of the
Company at the exercise price of $1.50 per share (the "Exercise Price").
The Warrants are exercisable any time before three years from the Closing
Date.
The funds used by Centennial for the purchase of the Debentures
and Warrants under the Offering was furnished from contributions made to
Centennial by its partners.
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 is deemed to beneficially
own 1,887,041 shares of the Common Stock, which includes 1,682,874 shares of
outstanding Common Stock, the 166,667 shares of Common Stock to be issued upon
conversion of the Debentures and the 37,500 shares of Common Stock to be
issued upon the exercise of the Warrants pursuant to the terms of the
Offering, constituting approximately 23.47% of the shares deemed outstanding.
The percentages used herein are based upon the 7,837,406 shares of Common
Stock stated by the Company to be outstanding as of March 31, 2000 in the
Company's Form 10-K filed with the SEC for the quarter ended January 29, 2000,
the 166,667 shares of Common Stock to be issued upon conversion of the
Debentures by Centennial and the 37,500 shares of Common Stock to be issued
upon the exercise of the Warrants by Centennial pursuant to the terms of the
Offering.
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 4, 2000
CENTENNIAL ASSOCIATES, L.P.
By: /s/ Joseph H. Reich
Joseph H. Reich
General Partner
Page 5 of 6 Pages
