SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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)
October 3, 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: -0-
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.00%
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: 817,500
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 817,500
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
817,500
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.69%
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: 400,400
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 400,400
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
400,400
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.32%
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: 119,250
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 119,250
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
119,250
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.39%
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: 33,100
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
33,100
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.11%
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: 93,534
Shares
Beneficially (8) Shared Voting Power: 1,337,150
Owned by
Each (9) Sole Dispositive Power: 93,534
Reporting
Person With (10) Shared Dispositive Power: 1,370,250
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,463,784
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.82%
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: 16,083
Shares
Beneficially (8) Shared Voting Power: 1,337,150
Owned by
Each (9) Sole Dispositive Power: 16,083
Reporting
Person With (10) Shared Dispositive Power: 1,370,250
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,386,333
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.56%
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: 401
Shares
Beneficially (8) Shared Voting Power: 1,337,150
Owned by
Each (9) Sole Dispositive Power: 401
Reporting
Person With (10) Shared Dispositive Power: 1,370,250
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,370,651
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.51%
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: 761
Shares
Beneficially (8) Shared Voting Power: 1,337,150
Owned by
Each (9) Sole Dispositive Power: 761
Reporting
Person With (10) Shared Dispositive Power: 1,337,150
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,337,911
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.40%
14) Type of Reporting Person: IN
<PAGE>
This Amendment No. 3 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 $117,319 for
the 7,700 shares of the Common Stock purchased by Tercentennial was furnished
from contributions made to Tercentennial by the partners of Tercentennial.
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 -0- shares
of the Common Stock, constituting approximately 0.00% of the shares outstanding
(ii) Energy owns beneficially 817,500 shares of the Common Stock, constituting
approximately 2.69% of the shares outstanding (iii) Tercentennial owns bene-
ficially 400,400 shares of Common Stock, constituting approximately 1.32% of the
shares outstanding, (iv) Quadrennial owns beneficially 119,250 shares of Common
Stock, constituting approximately 0.39% of the shares outstanding, (v) JHR & Co.
owns beneficially 33,100 shares of Common Stock, constituting approximately
0.11% of the shares outstanding, such shares being held by it in a discretionary
account (the "Managed Accunt") managed by JHR & Co, (vi) Joseph H. Reich owns
beneficially 1,463,784 shares of Common Stock, including the shares held by each
of the entities named in (ii) through (v) above and shares received in the
October 8, 1997 pro-rata distribution to its Partners by Centennial, (vii) Peter
K. Seldin owns beneficially 1,386,333 shares of Common Stock, including the
shares held by each of the entities named in (ii) through (v) above and shares
received in the October 8, 1997 pro-rata distribution to its Partners by
Centennial, (viii) Tracy S. Nagler owns beneficially 1,370,651 shares of Common
Stock, including the shares held by each of the entities named in (ii) through
(v) above and shares received in the October 8, 1997 pro-rata distribution to
its Partners by Centennial, and (ix) G. Bryan Dutt owns beneficially 1,337,911
shares of Common Stock, including the shares held by each of the entities named
in (ii) through (iv) above and shares received in the October 8, 1997 pro-rata
distribution to its Partners by Centennial. In the aggregate, the Reporting
Persons beneficially own a total of 1,481,029 shares of Common Stock,
constituting approximately 4.87% of the shares outstanding. The percentages
used herein are based upon the 30,399,834 shares of Common Stock stated by the
Company to be outstanding as of October 14, 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) On October 8, 1997, Centennial made a pro-rata distribution of
332,450 shares of Common Stock to its partners. All open market transactions in
the Common Stock effected during the past 60 days by the Reporting Persons are
set forth in Schedule A hereto. 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: October 14, 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 ENERGY PARTNERS, L.P.
August 7, 1997 ( 7,500) 16.3814
August 25, 1997 ( 8,000) 16.5218
August 29, 1997 ( 3,300) 15.8375
September 3, 1997 (15,800) 16.6315
September 8, 1997 ( 6,200) 16.8197
September 9, 1997 (10,000) 17.1256
September 10, 1997 ( 2,600) 17.2910
September 11, 1997 (18,300) 17.4910
September 19, 1997 (20,000) 17.4447
October 1, 1997 (10,000) 17.9542
October 6, 1997 (12,500) 18.7490
October 6, 1997 (27,700) 18.5840
October 7, 1997 (38,100) 20.1196
October 10, 1997 ( 6,350) 20.8485
October 14, 1997 (16,350) 20.9081
TERCENTENNIAL ENERGY PARTNERS, L.P.
August 5, 1997 (10,000) 15.5473
August 6, 1997 (15,000) 15.7846
August 7, 1997 (15,000) 16.3814
August 11, 1997 5,000 15.1095
August 28, 1997 2,700 15.2998
August 29, 1997 ( 2,700) 15.8375
September 3, 1997 ( 5,000) 16.6315
September 9, 1997 (10,000) 17.1256
September 19, 1997 (30,000) 17.4447
October 6, 1997 ( 6,250) 18.7490
October 6, 1997 (13,850) 18.5840
October 7, 1997 (49,900) 20.1196
October 8, 1997 (26,600) 20.7180
October 9, 1997 (10,800) 20.8724
October 10, 1997 ( 6,350) 20.8485
October 14, 1997 (16,350) 20.9081
<PAGE>
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.
August 5, 1997 (10,000) 15.5473
August 6, 1997 ( 5,000) 15.7846
August 7, 1997 ( 7,500) 16.3814
September 3, 1997 ( 5,000) 16.6315
September 9, 1997 ( 5,000) 17.1256
September 11, 1997 ( 6,100) 17.4910
October 3, 1997 ( 5,000) 18.2225
October 6, 1997 ( 4,700) 18.7490
October 6, 1997 (10,350) 18.5840
October 7, 1997 (25,000) 20.1196
October 8, 1997 ( 6,700) 20.7180
JOSEPH H. REICH & CO., INC.
August 25, 1997 ( 2,000) 16.5218
August 29, 1997 ( 4,000) 15.8375
September 3, 1997 ( 3,000) 16.6315
October 3, 1997 ( 5,000) 18.2225
October 6, 1997 ( 1,550) 18.7490
October 6, 1997 ( 3,500) 18.5840
October 7, 1997 (12,000) 20.1196
October 8, 1997 ( 6,700) 20.7180
