SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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)
October 30, 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: 1,969,541
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: 1,969,541
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,969,541
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 24.46% based upon
7,848,288 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. 10 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 $163,750 for
the 82,500 shares of the Common Stock purchased by Centennial was furnished
from contributions made to Centennial by the partners of Centennial.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) As of the date hereof, Centennial is deemed to beneficially
own 1,969,541 shares of the Common Stock, which includes 1,765,374 shares of
outstanding Common Stock, the 166,667 shares of Common Stock to be issued upon
conversion of the Debentures and the 37,500 shares of Common Stock to be
issued upon the exercise of the Warrants pursuant to the terms of the
Offering, constituting approximately 24.46% of the shares deemed outstanding.
The percentages used herein are based upon the 7,848,288 shares of Common
Stock stated by the Company to be outstanding as of August 25, 2000 in the
Company's Form 10-Q filed with the SEC for the quarter ended July 29, 2000,
the 166,667 shares of Common Stock to be issued upon conversion of the
Debentures by Centennial and the 37,500 shares of Common Stock to be issued
upon the exercise of the Warrants by Centennial pursuant to the terms of the
Offering.
Item 5(c) of Schedule 13D is hereby supplemented by the addition
of the following:
In addition to the previously disclosed purchase of the Debentures
and Warrants pursuant to the terms of the Offering, during the past sixty
days, on the following dates Centennial purchased the following number of
shares of Common Stock, in open market transactions, at the per share purchase
price (excluding commissions, if any) set forth next to each respective
transaction.
Number of Shares
Date Purchased ($) Price Per Share
October 5, 2000 20,000 1.9375
October 6, 2000 10,000 2.0000
October 9, 2000 5,000 2.0000
October 11, 2000 10,000 2.0000
October 17, 2000 5,000 2.0000
October 19, 2000 15,000 2.0000
October 23, 2000 2,500 2.0000
October 24, 2000 10,000 2.0000
October 30, 2000 5,000 2.0000
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: November 8, 2000
CENTENNIAL ASSOCIATES, L.P.
By:
Joseph H. Reich
General Partner
Page 5 of 5 Pages
