SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Tesco Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88157K101
(CUSIP Number)
Centennial Associates, L.P.
900 Third Avenue, New York, NY 10022
(212) 753-5150
Attention: Peter K. Seldin
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 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 [ ].
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.: 88157K101
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: -0-
Shares
Beneficially (8) Shared Voting Power: 332,450
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 332,450
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
332,450
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.20%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 88157K101
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Centennial Energy Partners, L.P.
(13-3793743)
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: -0-
Shares
Beneficially (8) Shared Voting Power: 1,060,200
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,060,200
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,060,200
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 3.81%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 88157K101
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Tercentennial Energy Partners, L.P.
(13-3877256)
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: -0-
Shares
Beneficially (8) Shared Voting Power: 610,500
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 610,500
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
610,500
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.20%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 88157K101
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Quadrennial Partners, L.P.
(13-3883223)
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: -0-
Shares
Beneficially (8) Shared Voting Power: 209,600
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 209,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
209,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.75%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 88157K101
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Joseph H. Reich & Co., Inc.
(13-3432270)
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: New York
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 70,850
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
70,850
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.25%
14) Type of Reporting Person: CO
<PAGE>
Cusip No.: 88157K101
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Joseph H. Reich
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 2,212,750
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 2,283,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,283,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.21%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 88157K101
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Peter K. Seldin
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 2,212,750
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 2,283,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,283,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.21%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 88157K101
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Tracy S. Nagler
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 2,212,750
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 2,283,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,283,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.21%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 88157K101
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: G. Bryan Dutt
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 2,212,750
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 2,212,750
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,212,750
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.96%
14) Type of Reporting Person: IN
<PAGE>
This Amendment No. 2 to schedule 13D, originally filed December 2, 1996 (the
"Schedule 13D") by Centennial Associates, L.P. et al, relates to the common
stock (the "Common Stock") of Tesco Corporation (the "Company"), whose principal
executive offices are at 350 - 7th Avenue S.W., 36th floor, Calgary, Alberta,
Canada T2P3N9. 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 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 (including commissions, if any) of $65,533 for the
5,000 shares of the Common Stock purchased by Energy was furnished from
contributions made to Energy by the partners of Energy.
The purchase price (including commissions, if any) of $890,318 for
the 69,100 shares of the Common Stock purchased by Tercentennial was furnished
from contributions made to Tercentennial by the partners of Tercentennial.
The purchase price (including commissions, if any) of $393,936 for
the 30,300 shares of the Common Stock purchased by Quadrennial was furnished
from contributions made to Quadrennial by the partners of Quadrennial.
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, (i) Centennial owns beneficially 332,450
shares of the Common Stock, constituting approximately 1.20% of the shares
outstanding (ii) Energy owns beneficially 1,060,200 shares of the Common Stock,
constituting approximately 3.81% of the shares outstanding (iii) Tercentennial
owns beneficially 610,500 shares of Common Stock, constituting approximately
2.20% of the shares outstanding, (iv) Quadrennial owns beneficially 209,600
shares of Common Stock, constituting approximately 0.75% of the shares
outstanding, (v) JHR & Co. owns beneficially 70,850 shares of Common Stock,
constituting approximately 0.25% of the shares outstanding, such shares being
held by it in a discretionary account (the "Managed Account") managed by JHR &
Co, (vi) each of Joseph H. Reich, Peter K. Seldin and Tracy S. Nagler own
beneficially 2,283,600 shares of Common Stock, representing the shares held by
each of the entities named in (i) through (v) above, and (vii) G. Bryan Dutt
owns beneficially 2,212,750 shares of Common Stock, representing the shares held
by the entity named in (i) through (iv) above. In the aggregate, the Reporting
Persons beneficially own a total of 2,283,600 shares of Common Stock,
constituting approximately 8.21% of the shares outstanding. The percentages
used herein are based upon the 27,810,014 shares of Common Stock stated by the
Company to be outstanding as of May 31, 1997. This information was provided by
the Company over the telephone.
Item 5(c) of Schedule 13D is hereby supplemented by the addition of
the following:
(c) All transactions in the Common Stock effected during the past
60 days by the Reporting Persons are set forth in Schedule A hereto. All such
transactions were open market transactions. No other transactions in the Common
Stock were effected by any of 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: July 21, 1997
CENTENNIAL ASSOCIATES, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin
General Partner
CENTENNIAL ENERGY PARTNERS, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin
General Partner
TERCENTENNIAL ENERGY PARTNERS, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin
General Partner
QUADRENNIAL PARTNERS, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin
General Partner
JOSEPH H. REICH & CO., INC.
By: /s/Peter K. Seldin
Peter K. Seldin
Vice President
/s/Joseph H. Reich
Joseph H. Reich
/s/Peter K. Seldin
Peter K. Seldin
/s/Tracy S. Nagler
Tracy S. Nagler
/s/G. Bryan Dutt
G. Bryan Dutt
<PAGE>
Schedule A 1 of 2
OPEN MARKET TRANSACTIONS
Date of No. of Shares Price Per Share
Transaction Purchased\(Sold) Excluding Commissions if any
CENTENNIAL ASSOCIATES, L.P.
June 25, 1997 (16,400) 13.0777
July 10, 1997 (16,700) 13.2708
July 10, 1997 (25,000) 13.2824
July 11, 1997 ( 8,300) 13.3114
CENTENNIAL ENERGY PARTNERS, L.P.
May 15, 1997 (95,000) 13.1712
May 21, 1997 (30,000) 13.6064
May 22, 1997 ( 6,800) 14.0717
May 23, 1997 ( 1,400) 14.0491
May 27, 1997 ( 5,600) 14.4175
June 5, 1997 ( 2,500) 14.4007
June 6, 1997 ( 2,000) 14.3352
June 6, 1997 (40,000) 14.3682
June 11, 1997 5,000 13.0465
June 12, 1997 ( 6,200) 13.3612
TERCENTENNIAL ENERGY PARTNERS, L.P.
May 13, 1997 2,400 12.6228
June 10, 1997 3,300 13.3276
June 10, 1997 50,000 12.9842
June 11, 1997 5,000 13.0465
June 13, 1997 ( 3,750) 13.3863
June 19, 1997 ( 9,300) 13.3449
June 23, 1997 (14,400) 13.2326
July 15, 1997 (18,000) 13.5800
July 16, 1997 (10,000) 13.7193
July 17, 1997 (10,000) 13.8039
July 18, 1997 ( 5,700) 13.5946
Schedule A 2 of 2
OPEN MARKET TRANSACTIONS
Date of No. of Shares Price Per Share
Transaction Purchased\(Sold) Excluding Commissions if any
QUADRENNIAL PARTNERS, L.P.
May 15, 1997 ( 5,000) 13.1712
June 6, 1997 ( 500) 14.3352
June 6, 1997 (10,000) 14.3682
June 10, 1997 1,700 13.3276
June 10, 1997 25,000 12.9842
June 13, 1997 ( 1,250) 13.3863
June 26, 1997 3,600 12.4600
July 15, 1997 ( 7,000) 13.5800
July 16, 1997 ( 4,300) 13.7193
July 17, 1997 ( 5,000) 13.8039
JOSEPH H. REICH & CO., INC.
May 22, 1997 ( 6,800) 14.0717
May 23, 1997 ( 1,400) 14.0491
