SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NICOLLET PROCESS ENGINEERING, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
654085 10 9
(CUSIP Number)
Karen Kusko, Esq.
c/o Oscar Capital Management LLC
900 Third Avenue
New York, NY 10022
(212) 750-6915
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 1997
(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 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).
<PAGE>
SCHEDULE 13D
CUSIP No.: 654085 10 9 Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oscar Capital Management LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|X| (a)
|_| (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 233,333
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
233,333
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.14%
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No.: 654085 10 9 Page 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew K. Boszhardt, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|X|(a)
|_|(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 621,500
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
621,500
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,500 (includes 72,000 warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.29%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No.: 654085 10 9 Page 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Scaramucci
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|X|(a)
|_|(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 116,667
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
116,667
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.57%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No.: 654085 10 9 Page 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David R. Chamberlin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|X|(a)
| |(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 399,667
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
399,667
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,667 (includes 33,000 warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.54%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer.
This statement refers to the Common Stock of Nicollet Process Engineering,
Inc. (the "Company"), 420 North Fifth Street, Ford Centre, Suite 1040,
Minneapolis, Minnesota, 55401.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are:
Andrew K. Boszhardt, Jr.
Anthony Scaramucci
David R. Chamberlin
Oscar Capital Management LLC
(b) The business address of the persons filing this statement,
except for David R. Chamberlin, is 900 Third Avenue, New York, New York, 10022.
The business address of David R. Chamberlin is 260 Wrights Road, Aspen,
Colorado, 81612.
(c) Andrew K. Boszhardt, Jr. is a member owning 66.67% of the
ownership interest in Oscar Capital Management LLC, a registered investment
adviser.
Anthony Scaramucci is a member owning 33.33% of the ownership
interest in Oscar Capital Management LLC, a registered investment adviser.
David R. Chamberlin is a former co-worker and long-time friend of
Andrew K. Boszhardt. Mr. Chamberlin is an independent investment manager.
Oscar Capital Management LLC is a registered investment adviser.
Andrew K. Boszhardt, Jr. and Anthony Scaramucci are the sole members of Oscar
Capital Management LLC.
(d) and (e). None of the individuals named have, within the last
five years, been convicted in criminal proceeding (excluding traffic violations
or similar misdemeanors), or have been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding been or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
(f) All of the individuals named are United States citizens.
Oscar Capital Management LLC is a New York limited liability company.
Item 3. Source and Amount of Funds.
Personal or working capital funds, as the case may be, were
used to acquire the securities referred to in Item 5.
Item 4. Purpose of Transaction.
The shares, the ownership of which is reported hereby, were
acquired for investment purposes. The reporting persons reserve the right to
acquire additional shares, or to dispose of some or all of their shares, in
accordance with applicable regulations. They may from time to time discuss with
members of the issuer's management various ideas with a view to enhancing the
value of the shares, but the reporting persons are not presently aware of any
plans or proposals required to be described in answer to Item 4, except that
Mr. Boszhardt has been named to the Board of Directors of the Company as of
November 7, 1997.
Item 5. Interest in Securities of the Issuer.
(a) As of November 7, 1997, shares of the Common Stock of the
Issuer were beneficially owned as follows:
Common Stock Warrants
Andrew K. Boszhardt, Jr. 621,500 72,000
Anthony Scaramucci 116,667
David R. Chamberlin 399,667 33,000
Oscar Capital Management LLC 233,333
The Issuer currently has 4,535,194 shares of Common Stock outstanding.
The persons named in answer to Item 2(a) hereof own an aggregate of
1,476,167 shares of Common Stock, constituting 32.55% of the Common Stock which
will then be outstanding.
(b) See the answer to Item 2 hereof.
(c) On November 7, 1997, each of the reporting persons referred to
in Item 5 entered into a subscription agreement (the "Subscription Agreement")
with the Company to purchase an aggregate of 1,166,667 shares of the Company's
common stock, no par value (the "Shares"), at a purchase price of $.60 per
share. The Subscription Agreement provides for certain preemptive rights for the
purchasers. On November 7, 1997, the parties to the Subscription Agreement also
entered into a registration rights agreement with respect to the Shares.
Concurrently with the purchase of the Shares, Mr. Pierce McNally and Mr. Robert
Pitner, each an officer with the Company, entered into a letter agreement
agreeing to vote or cause their respective transferees to vote, during the
Minimum Holding Period (so long as the reporting persons referred to in Item 5
own in the aggregate a minimum of 500,000 Shares), in favor of electing Mr.
Boszhardt to the Board of Directors of the Company.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer.
Oscar Capital Management LLC (the "Company") is a limited liability company
organized under the laws of the state of New York. Andrew K. Boszhardt, Jr. and
Anthony Scaramucci are the sole members of the Company and own 66.67% and 33.33%
of the Company, respectively. David R. Chamberlin is a former co-worker and
long-time friend of Andrew K. Boszhardt, Jr.
Item 7. Material Filed as Exhibits.
Joint Reporting Agreement and Power of Attorney.
<PAGE>
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.
Dated: November 17, 1997
OSCAR CAPITAL MANAGEMENT LLC
for itself
By:/s/ Adrew K. Boszhardt, Jr.
Andrew K. Boszhardt, Jr.
/S/ ANDREW K. BOSZHARDT, JR
Andrew K. Boszhardt, Jr.
*
Anthony Scaramucci
*
David R. Chamberlin
OSCAR CAPITAL MANAGEMENT LLC
As Attorney in Fact
By: /S/ ANDREW K. BOSZHARDT, JR*
Andrew K. Boszhardt, Jr.
<PAGE>
EXHIBIT A
JOINT REPORTING AGREEMENT
AND
POWER OF ATTORNEY
WHEREAS, the statement or amended statement of Schedule 13D (the "Joint
Statement") to which this joint reporting agreement and power of attorney (the
"Agreement") is an exhibit is being filed on behalf of two or more persons
(collectively, the "Reporting Persons"); and
WHEREAS, the Reporting Persons prefer to file the Joint Statement on behalf
of all of the Reporting Persons rather than individual statements on Schedule
13D on behalf of each of the Reporting Persons;
NOW THEREFORE, each of the undersigned hereby agrees as follows with each
of the other Reporting Persons:
1. Each of the Reporting Persons is responsible for the timely filing of
the Joint Statement and any amendments thereto.
2. Each of the Reporting Persons is responsible for the completeness and
accuracy of the information concerning such Reporting Person contained in the
Joint Statement.
3. None of the Reporting Persons is responsible for the completeness or
accuracy of the information concerning the other Reporting Persons contained in
the Joint Statement, unless such Reporting Person knows or has reason to believe
that such information is inaccurate.
4. The undersigned agrees that the Joint Statement is, and any amendment
thereto will be, filed on behalf of each of the Reporting Persons.
5. The undersigned hereby appoint Oscar Management LLC, as attorney-in-fact
for the undersigned with authority to execute and deliver on behalf of the
undersigned any and all documents (including any amendments thereto) required to
be filed by the undersigned or otherwise executed and delivered by the
undersigned pursuant to the Securities Exchange Act of 1934, as amended, the
Securities Act of 1933, as amended, all other federal, state and local
securities and corporation laws, and all regulations promulgated thereunder.
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated: November 17, 1997
ANDREW K. BOSZHARDT, JR.
(Name of Reporting Person)
/S/ ANDREW K. BOSZHARDT, JR.
(Signature)
ANTHONY SCARAMUCCI
(Name of Reporting Person)
/S/ ANTHONY SCARAMUCCI
(Signature)
DAVID R. CHAMBERLIN
(Name of Reporting Person)
/S/ DAVID R. CHAMBERLIN
(Signature)
AGREED TO
AND ACCEPTED:
OSCAR CAPITAL MANAGEMENT LLC
By: /S/ ANDREW K. BOSZHARDT, JR.
Name: Andrew K. Boszhardt, Jr.
Title: Chief Executive Officer
