SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
November 24, 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 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: 909,550
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 909,550
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
909,550
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.99%
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: 544,700
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 544,700
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
544,700
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.79%
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: 153,150
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 153,150
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
153,150
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.50%
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: 60,650
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
60,650
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.20%
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: Centennial Energy Partners, L.L.C.
(13-3961810)
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: 1,607,400
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,607,400
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,607,400
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 5.29%
14) Type of Reporting Person: LLC
<PAGE>
Cusip No.: 88157K101
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Pumpkin Foundation
(13-6279814)
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: 41,012
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 41,012
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
41,012
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.13%
14) Type of Reporting Person: OO
<PAGE>
Cusip No.: 88157K101
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Xanadu Partners
(13-3400414)
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: New York
Number of (7) Sole Voting Power: 38,349
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: 38,349
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 38,349
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.13%
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
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: 52,522
Shares
Beneficially (8) Shared Voting Power: 1,648,412
Owned by
Each (9) Sole Dispositive Power: 52,522
Reporting
Person With (10) Shared Dispositive Power: 1,709,062
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,761,584
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 5.79%
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: 1,607,400
Owned by
Each (9) Sole Dispositive Power: 16,083
Reporting
Person With (10) Shared Dispositive Power: 1,668,050
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,684,133
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 5.54%
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: 1,607,400
Owned by
Each (9) Sole Dispositive Power: 761
Reporting
Person With (10) Shared Dispositive Power: 1,668,050
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,668,811
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 5.49%
14) Type of Reporting Person: IN
<PAGE>
Item 1. Security and Issuer.
This 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.
Item 2. Identity and Background.
(a)This statement is filed by (i) Centennial Energy Partners, L.P.
("Energy") a Delaware limited partnership, with respect to Common Stock held by
it; (ii) Tercentennial Energy Partners, L.P. ("Tercentennial"), a Delaware
limited partnership, with respect to Common Stock held by it; (iii) Quadrennial
Partners, L.P. ("Quadrennial"), a Delaware limited partnership, with respect to
Common Stock held by it; (iv) Joseph H. Reich & Co., Inc. ("JHR & Co."), a New
York corporation, with respect to Common Stock held in a discretionary account
(the "Managed Account") managed by JHR & Co.; (v) Centennial Energy Partners,
L.L.C. ("Centennial LLC") with respect to shares of Common Stock held by each of
the entities named in (i) through (iii) above; (vi) Pumpkin Foundation
("Pumpkin"), a New York Charitable Trust, with respect to Common Stock held by
it; (vii) Xanadu Partners, ("Xanadu"), a New York general partnership, with
respect to Common Stock held by it; (viii) Joseph H. Reich, with respect to
shares of Common Stock held by him, such shares held in Individual Retirement
Account and by each of the entities named in (iv) through (vii), above; (ix)
Peter K. Seldin, with respect to shares of Common Stock held individually and by
the entities named in (iv) and (v) above; and (x) G. Bryan Dutt, with respect to
shares of Common Stock held individually and by the entities named in (iv) and
(v) above. Energy, Tercentennial and Quadrennial are collectively referred to
herein as the "Partnerships". Energy, Tercentennial, Quadrennial, JHR & Co.,
Centennial LLC, Pumpkin, Xanadu, Mr. Reich, Mr. Seldin, and Mr. Dutt are
collectively referred to herein as the "Reporting Persons". The general partner
of each of Energy, Tercentennial and Quadrennial is Centennial LLC. Joseph H.
Reich is the Managing Member of Centennial LLC. Peter K. Seldin and G. Bryan
Dutt are non managing members of Centennial LLC who have been delegated the
authority to invest in the securities of the Partnerships. Mr. Reich is the
President, sole Shareholder and sole Director of JHR & Co. Mr. Seldin is the
Vice President of JHR & Co. Mr. Dutt is an Investment Manager of JHR & Co. Mr
Seldin and Mr. Dutt have been delegated the authority to invest in the
securities of the Managed Account. The Trustees of Pumpkin include Mr. Reich.
The Managing General Partner of Xanadu is Mr. Reich. Any disclosures herein
with respect to other than the Reporting Persons are made on information and
belief.
(b) The principal business address of each of the Reporting Persons
is 900 Third Avenue, New York, New York 10022.
(c) The principal business of the Partnerships is that of engaging
in the purchase and sale of securities for investment for its own account. The
principal business of JHR & Co. is that of providing administrative and
management services to the Partnerships. The principal business of Centennial
LLC is General Partner of the Partnerships. The principal business of Pumpkin
is a 501(c)(3) Charitable Organization. The principal business of Xanadu is
that of engaging in the purchase and sale of securities for investment for its
own account. The present principal occupation of Mr. Reich is Managing Member
of Centennial LLC, President of JHR & Co., Trustee of Pumpkin and Managing
General Partner of Xanadu. Mr. Seldin's present principal occupation is member
of Centennial LLC and Vice President of JHR & Co. Mr. Dutt's present
principal occupation is member of Centennial LLC and Investment Manager of JHR
& Co.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
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 judgment, 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) The Partnerships are Delaware limited partnerships. JHR & Co.
is a New York Corporation. Centennial LLC is a Delaware Limited Liability
Company. Pumpkin is a New York Charitable Trust. Xanadu is a New York general
partnership. Mr. Reich, Mr. Seldin and Mr. Dutt are United States citizens.
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 $11,850,869 for
the 909,550 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 $6,814,975 for
the 544,700 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 $1,896,243 for
the 153,150 shares of the Common Stock purchased by Quadrennial was furnished
from contributions made to Quadrennial by the partners of Quadrennial.
The purchase price (including commissions, if any) of $768,584 for
the 60,650 shares of the Common Stock purchased by JHR & Co. was furnished from
working capital of the Managed Account.
The 41,012 shares held by Pumpkin were received as a charitable
contribution and have a carryover cost basis of $1.94 per share.
The 38,349 shares of Xanadu, the 14,173 shares of Mr. Reich which are
held in an Individual Retirement Account, the 16,083 shares of Mr. Seldin and
the 761 shares of Mr. Dutt were received as a partnership distribution on
October 8, 1997 and have a carryover cost basis of $1.94 per share.
Item 4. Purpose of Transaction.
The purpose of the acquisition of shares of Common Stock by the
Reporting Persons is for investment. Each may make further purchases of Common
Stock from time to time and may dispose of any or all of such shares held by it
at any time. None of the Reporting Persons has any plan or proposal which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item 4 of Schedule 13D. Such entities and persons
may, at any time and from time to time, review or reconsider its position with
respect to the Company, and formulate plans or proposals with respect to any of
such matters, but have no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, (i) Energy owns beneficially 909,550
shares of the Common Stock, constituting approximately 2.99% of the shares
outstanding (ii) Tercentennial owns beneficially 544,700 shares of Common Stock,
constituting approximately 1.79% of the shares outstanding, (iii) Quadrennial
owns beneficially 153,150 shares of Common Stock, constituting approximately
0.50% of the shares outstanding, (iv) JHR & Co. owns beneficially 60,650 shares
of Common Stock, constituting approximately 0.20% of the shares outstanding,
such shares being held by it in a discretionary account (the "Managed Account")
managed by JHR & Co, (v) Centennial LLC owns beneficially 1,607,400 shares of
Common Stock, representing the shares held by each of the entities named in (i)
through (iii) above, (vi) Pumpkin owns beneficially 41,012 shares of Common
Stock, constituting approximately 0.13% of the shares outstanding, (vii) Xanadu
owns beneficially 38,349 shares of Common Stock, constituting approximately
0.13% of the shares outstanding, (viii) Joseph H. Reich owns beneficially
1,761,584 shares of Common Stock, representing the shares held by him, such
shares held in an Individual retirement Account and the entities named in (iv)
through (vii) above, (ix) Peter K. Seldin owns beneficially 1,684,133 shares of
Common Stock, representing the shares held by him and the entities named in
(iv) and (v) above, and (x) G. Bryan Dutt owns beneficially 1,668,811 shares of
Common Stock, representing the shares held by him and the entities named in
(iv) and (v) above. In the aggregate, the Reporting Persons beneficially own a
total of 1,778,428 shares of Common Stock, constituting approximately 5.85% 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.
(b) The Partnerships have the power to vote and to dispose of the
shares of Common Stock owned by it, which power may be exercised by the general
partner of the Partnerships. JHR & Co. has the power to dispose of the shares
of Common Stock held by it in the Managed Account, which power may be exercised
by the employess of JHR & Co. who have investment authority. Pursuant to an
investment management agreement, the Managed Account client retains the right to
vote the shares of Common Stock held in the Managed Account. The Trustees of
Pumpkin have the power to vote and to dispose of the shares of Common Stock
owned by it. The Managing General Partner of Xanadu has the power to vote and
to dispose of the shares of Common Stock owned by it. Mr. Reich, Mr. Seldin
and Mr. Dutt have the power to vote and to dispose of the shares of Common
Stock owned individually.
(c) On October 8, 1997 Xanadu received 38,349 shares, Mr. Reich
received 55,185 shares, Mr. Seldin received 16,083 shares and Mr. Dutt received
761 shares as a partnership distribution. On October 15, 1997, Mr. Reich made
a charitable contribution of 41,012 shares to Pumpkin. All other activity with
respect to the Common Stock were open market transactions. The open market
transactions in the Common Stock effected during the past 60 days by the
Reporting Persons are set forth in Schedule A hereto.
(d) No person other than each respective record owner referred to
herein of the Common Stock is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds of the sale of the Common
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof or between such persons and any other person with respect to any
securities of the Company, including but not limited to transfer or voting of
any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to
the filing of joint acquisition statements as requested by Rule 13d-1(f)(1)
under the Securities Exchange Act of 1934, as amended.
<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: December 4, 1997
CENTENNIAL ENERGY PARTNERS, L.P.
By: /s/ Joseph H. Reich By: /s/ Joseph H. Reich
Joseph H. Reich, Managing Member Joseph H. Reich
Centennial Energy Partners, L.L.C.
General Partner
TERCENTENNIAL ENERGY PARTNERS, L.P. By: /s/ Peter K. Seldin
Peter K. Seldin
By: /s/ Joseph H. Reich
Joseph H. Reich, Managing Member By: /s/ G. Bryan Dutt
Centennial Energy Partners, L.L.C. G. Bryan Dutt
General Partner
QUADRENNIAL PARTNERS, L.P.
By: /s/ Joseph H. Reich
Joseph H. Reich, Managing Member
Centennial Energy Partners, L.L.C.
General Partner
JOSEPH H. REICH & CO., INC.
By: /s/ Joseph H. Reich
Joseph H. Reich, President
CENTENNIAL ENERGY PARTNERS, L.L.C.
By: /s/ Joseph H. Reich
Joseph H. Reich, Managing Member
PUMPKIN FOUNDATION
By: /s/ Joseph H. Reich
Joseph H. Reich, Trustee
XANADU PARTNERS
By: /s/ Joseph H. Reich
Joseph H. Reich, Managing General Partner
<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.
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
October 15, 1997 4,000 19.7872
October 22, 1997 ( 7,500) 20.9095
November 25, 1997 11,850 15.3558
November 26, 1997 15,000 14.7315
November 26, 1997 17,000 14.8316
November 26, 1997 25,000 14.5737
November 28, 1997 26,700 14.3970
TERCENTENNIAL ENERGY PARTNERS, L.P.
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
October 15, 1997 4,000 19.7872
October 28, 1997 12,200 16.6372
November 20, 1997 10,000 15.2816
November 24, 1997 17,000 14.8657
November 24, 1997 32,500 14.9476
November 25, 1997 11,850 15.3558
November 26, 1997 10,250 14.7315
November 26, 1997 11,500 14.8316
November 26, 1997 16,750 14.5737
November 28, 1997 18,250 14.3970
<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.
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
October 15, 1997 1,000 19.7872
November 24, 1997 3,500 14.8657
November 24, 1997 6,500 14.9476
November 25, 1997 3,950 15.3558
November 26, 1997 3,500 14.7315
November 26, 1997 3,700 14.8316
November 26, 1997 5,500 14.5737
November 28, 1997 6,250 14.3970
JOSEPH H. REICH & CO., INC.
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
October 15, 1997 1,000 19.7872
November 24, 1997 4,500 14.8657
November 24, 1997 8,600 14.9476
November 25, 1997 3,950 15.3558
November 26, 1997 1,750 14.7315
November 26, 1997 1,900 14.8316
November 26, 1997 2,750 14.5737
November 28, 1997 3,100 14.3970
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d - 1(f)(1)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him/her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he/she or it knows or has reason
to believe that such information is inaccurate.
Dated: December 4, 1997 /s/ Joseph H. Reich
Joseph H. Reich, as Managing Member
of Centennial Energy Partners,
L.L.C., General Partner of Centennial
Energy Partners, L.P., Tercentennial
Energy Partners, L.P. and Quadrennial
Partners L.P., as President of Joseph
H. Reich & Co., Inc., as Trustee of
Pumpkin Foundation and as Managing
General Partner of Xanadu Partners.
/s/ Joseph H. Reich
Joseph H. Reich
/s/ Peter K. Seldin
Peter K. Seldin
/s/ G. Bryan Dutt
G. Bryan Dutt
