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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NICOLLET PROCESS ENGINEERING, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
654085109
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(CUSIP Number)
Bruce C. Lueck, President
Okabena Investment Services, Inc.
5140 Norwest Center
90 South Seventh Street, Minneapolis, MN 55402-4139
(612) 339-7151
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(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
NOVEMBER 1, 1997
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(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 [ ].
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 should 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).
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CUSIP No. 654085109
_______________________________________________________________________________
(1) Name of Reporting Person and I.R.S. Identification No.:
OKABENA PARTNERSHIP K, A MINNESOTA GENERAL PARTNERSHIP 41-1642281
_______________________________________________________________________________
(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) [ ]
N/A
_______________________________________________________________________________
(6) Citizenship or Place of Organization
MINNESOTA
_______________________________________________________________________________
Number of (7) Sole Voting Power 181,200 shares
Shares Bene- _________________________________________________________________
ficially (8) Shared Voting Power -0-
Owned by _________________________________________________________________
Each Report- (9) Sole Dispositive Power -0-
ing Person _________________________________________________________________
With: (10) Shared Dispositive Power 181,200 shares
_______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
181,200 shares
_______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
N/A
_______________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
5.4%
_______________________________________________________________________________
(14) Type of Reporting Person
PN
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CUSIP No. 654085109
_______________________________________________________________________________
(1) Name of Reporting Person and I.R.S. Identification No.:
KOHLER CAPITAL MANAGEMENT, INC., A MINNESOTA CORPORATION 41-1889625
_______________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
_______________________________________________________________________________
(3) SEC Use Only
_______________________________________________________________________________
(4) Source of Funds
N/A
_______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
N/A
_______________________________________________________________________________
(6) Citizenship or Place of Organization
MINNESOTA
_______________________________________________________________________________
Number of (7) Sole Voting Power -0-
Shares Bene- _________________________________________________________________
ficially (8) Shared Voting Power -0-
Owned by _________________________________________________________________
Each Report- (9) Sole Dispositive Power -0-
ing Person _________________________________________________________________
With: (10) Shared Dispositive Power 181,200 shares
_______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
181,200 shares
_______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
N/A
_______________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
5.4%
_______________________________________________________________________________
(14) Type of Reporting Person
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 (the "Amendment") is filed with respect to the
common stock of Nicollet Process Engineering, Inc. (the "Issuer") and amends
the original Schedule 13D filed by Okabena Partnership K ("Partnership K") on
December 26, 1996 to reflect, among other things, the addition of a Reporting
Person, as set forth in Item 2 below. The additional Reporting Person and
Partnership K are sometimes collectively referred to as the Reporting Persons.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c). Kohler Capital Management, Inc. ("KCM") has been engaged
by Okabena Investment Services, Inc., managing partner of Partnership K to
provide portfolio management services and investment advice to Partnership K.
The principal office of KCM is Suite 500, Foshay Tower, Minneapolis, MN
55402. The Amendment also effects the withdrawal of Gary S. Kohler, the
President of KCM, as a partner of Partnership K as set forth in Exhibit A to
the original Schedule 13D. Prior to the formation of KCM, Mr. Kohler was
employed by and served as a Vice President of Okabena Investment Services,
Inc.
(d) and (e). During the last five years, neither of the Reporting
Persons has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgement, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No change.
ITEM 4. PURPOSE OF TRANSACTION
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) See Schedule 13D cover page, rows (7) through (11)
inclusive and (13). In a filing with the Securities and Exchange Commission,
the Issuer indicates that as of July 10, 1997, it had 3,368,527 shares
outstanding.
(c) Since the date of the original Schedule 13D filing, Partnership
K has engaged in the open market transactions described below, through
unaffiliated broker-dealers, resulting in a decrease in its beneficial
ownership of the Issuer's common stock in an amount equal to 1% of its issued
and outstanding shares:
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Date/Type of Transaction Shares Price Per Share
------------------------ ------ ---------------
12-26-96 Purchase 11,000 $2.06
6-23-97 Sale 36,000 .97
10-27-97 Sale 3,400 1.19
10-31-97 Sale 5,400 1.16
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
KCM and Okabena Investment Services, Inc., managing partner of
Partnership K, are parties to an investment advisory agreement, pursuant to
which KCM is granted discretionary authority to purchase and sell securities
in the Partnership K portfolio. KCM does not have voting rights with respect
to securities held in the Partnership K portfolio.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: A copy of the written agreement relating to the filing
of a joint statement as required by Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended.
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SIGNATURES
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: November 12, 1997 OKABENA PARTNERSHIP K
By: Okabena Investment Services, Inc.
Its Managing Partner
By: /S/ BRUCE C. LUECK
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Bruce C. Lueck, President
Date: November 12, 1997 KOHLER CAPITAL MANAGEMENT, INC.
By: /S/ GARY S. KOHLER
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Gary S. Kohler, President
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned agree that this Amendment
to Schedule 13D dated November 12, 1997, relating to Nicollet Process
Engineering, Inc. shall be filed jointly on behalf of each of the undersigned
and that this Agreement may be included as an Exhibit to such joint filing.
Date: November 12, 1997 OKABENA PARTNERSHIP K
By: Okabena Investment Services, Inc.
Its Managing Partner
By: /S/ BRUCE C. LUECK
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Bruce C. Lueck, President
Date: November 12, 1997 KOHLER CAPITAL MANAGEMENT, INC.
By: /S/ GARY S. KOHLER
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Gary S. Kohler, President
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