SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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 2, 1998
(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: 1,290,470
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,290,470
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,290,470
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.13%
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: 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: 768,960 Owned
by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 768,960
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
768,960
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.46%
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: 199,450
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 199,450
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
199,450
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.64%
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 Management, L.L.C.
(13-4001634)
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: 329,690
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 329,690
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
329,690
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.05%
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: 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: 72,280
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
72,280
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.23%
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: 2,258,880
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 2,258,880
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,258,880
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.22%
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): 0.12%
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: 2,629,582
Owned by
Each (9) Sole Dispositive Power: 52,522
Reporting
Person With (10) Shared Dispositive Power: 2,701,862
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,754,384
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.81%
14) Type of Reporting Person: IN
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: 2,588,570
Owned by
Each (9) Sole Dispositive Power: 16,083
Reporting
Person With (10) Shared Dispositive Power: 2,660,850
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,676,933
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.56%
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: 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: 2,588,570
Owned by
Each (9) Sole Dispositive Power: 761
Reporting
Person With (10) Shared Dispositive Power: 2,660,850
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,661,611
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.51%
14) Type of Reporting Person: IN
Item 1. Security and Issuer.
This Amendment 1 to Schedule 13D, originally filed November
24,1997 (the "Schedule 13D") by Centennial Energy Partners, 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.
Item 2. Identity and Background.
Item 2 of Schedule 13D is hereby amended and restated in its
entirety as follows:
(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) Centennial Management, L.L.C. ("Management"),
a Delaware limited liability company, with respect to Common Stock held by
Centennial Overseas Fund, Ltd. ("Overseas"), a fund managed by Management
under an investment management agreement; (v) 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.; (vi)
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;
(vii) Pumpkin Foundation ("Pumpkin"), a New York Charitable Trust, with respect
to Common Stock held by it; (viii) Xanadu Partners, ("Xanadu"), a New York
general partnership, with respect to Common Stock held by it; (ix) 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
(viii), above; (x) Peter K. Seldin, with respect to shares of Common Stock held
individually and by the entities named in (iv) through (vi) above; and (xi) G.
Bryan Dutt, with respect to shares of Common Stock held individually and by the
entities named in (iv) through (vi) above. Energy, Tercentennial and
Quadrennial are collectively referred to herein as the "Partnerships". Energy,
Tercentennial, Quadrennial, Management, 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. Joseph H. Reich is the
Managing Member of Management. Peter K. Seldin and G. Bryan Dutt are non
managing members of Management who have been delegated the authority to
invest in the securities of Overseas. 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 Management is that of providing investment,
administrative and management services to Overseas. 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
and Management, 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 Management and Vice President of JHR & Co. Mr. Dutt's
present principal occupation is member of Centennial LLC and Management 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 and Management are Delaware
Limited Liability Companies. 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 $4,938,949
for the 449,720 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 $2,830,350
for the 256,760 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 $636,348 for
the 53,300 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 $3,415,294
for the 329,690 shares of the Common Stock purchased by Management was
furnished from working capital of Overseas.
The purchase price (including commissions, if any) of $326,545 for
the 29,630 shares of the Common Stock purchased by JHR & Co. was furnished from
working capital of the Managed Account.
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) Energy owns beneficially 1,290,470
shares of the Common Stock, constituting approximately 4.13% of the shares
outstanding (ii) Tercentennial owns beneficially 768,960 shares of Common
Stock, constituting approximately 2.46% of the shares outstanding, (iii)
Quadrennial owns beneficially 199,450 shares of Common Stock, constituting
approximately 0.64% of the shares outstanding, (iv) Management owns
beneficially 329,690 shares of Common Stock, constituting approximately 1.05%
of the shares outstanding, such shares being held by Overseas, a fund managed
by Management under an investment management agreement; (v) JHR & Co. owns
beneficially 72,280 shares of Common Stock, constituting approximately 0.23% of
the shares outstanding, such shares being held by it in a discretionary account
(the "Managed Account") managed by JHR & Co, (vi) Centennial LLC owns
beneficially 2,258,880 shares of Common Stock, representing the shares held by
each of the entities named in (i) through (iii) above, (vii) Pumpkin owns bene-
ficially 41,012 shares of Common Stock, constituting approximately 0.13% of the
shares outstanding, (viii) Xanadu owns beneficially 38,349 shares of Common
Stock, constituting approximately 0.12% of the shares outstanding, (ix) Joseph
H. Reich owns beneficially 2,754,384 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 (viii) above, (x) Peter K. Seldin owns
beneficially 2,676,933 shares of Common Stock, representing the shares held by
him and the entities named in (iv) through (vi) above, and (xi) G. Bryan Dutt
owns beneficially 2,661,611 shares of Common Stock, representing the shares
held by him and the entities named in (iv) through (vi) above. In the
aggregate, the Reporting Persons beneficially own a total of 2,771,228 shares
of Common Stock, constituting approximately 8.86% of the shares outstanding.
The percentages used herein are based upon the 31,275,764 shares of Common
Stock stated by the Company to be outstanding as of May 31, 1998. This
information was provided by the Company over the telephone.
Items 5 (b) and (c) of Schedule 13D are hereby supplemented by the
addition of the following:
(b) Pursuant to an investment management agreement, Management has the
power to vote and to dispose of the shares of Common Stock held by Overseas,
which power may be exercised by the members of Management who have investment
authority.
(c) All transactions in the Common Stock effected during the last 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 60 day
period ending on the date hereof.
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: July 16, 1998
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
CENTENNIAL MANAGEMENT, L.L.C.
By: /s/ Joseph H. Reich
Joseph H. Reich
Member
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>
OPEN MARKET TRANSACTIONS Schedule A
Date of No. of Shares Price Per Share
Transaction Purchased\(Sold) Excluding Commissions if any
CENTENNIAL ENERGY PARTNERS, L.P.
June 1, 1998 60,000 12.3500
July 2, 1998 2,170 9.9148
July 2, 1998 165,000 9.6501
July 6, 1998 25,000 9.5074
July 6, 1998 50,000 8.8321
July 8, 1998 6,250 8.9819
July 14, 1998 9,100 8.6622
July 15, 1998 3,100 9.2739
July 15, 1998 35,200 9.5709
TERCENTENNIAL ENERGY PARTNERS, L.P.
June 1, 1998 40,000 12.3500
July 2, 1998 860 9.9148
July 2, 1998 65,000 9.6501
July 6, 1998 5,000 9.5074
July 6, 1998 10,000 8.8321
July 8, 1998 12,500 8.9819
July 14, 1998 9,000 8.6622
July 15, 1998 3,000 9.2739
July 15, 1998 35,200 9.5709
QUADRENNIAL PARTNERS, L.P.
June 1, 1998 10,000 12.3500
July 2, 1998 200 9.9148
July 2, 1998 15,000 9.6501
July 6, 1998 2,500 9.5074
July 6, 1998 5,000 8.8321
CENTENNIAL MANAGEMENT, L.L.C.
May 6, 1998 10,000 14.1611
May 7, 1998 3,500 14.6856
May 11, 1998 2,500 15.1924
May 12, 1998 2,500 15.1706
May 27, 1998 25,000 12.9741
June 1, 1998 35,000 12.3500
June 30, 1998 6,000 10.8287
July 2, 1998 1,640 9.9148
July 2, 1998 124,100 9.6501
July 6, 1998 15,000 9.5074
July 6, 1998 30,000 8.8321
July 8, 1998 6,250 8.9819
July 9, 1998 5,000 8.8996
July 10, 1998 5,000 9.0023
July 14, 1998 20,000 8.6622
July 15, 1998 3,000 9.2739
July 15, 1998 35,200 9.5709
JOSEPH H. REICH & CO., INC.
June 1, 1998 5,000 12.3500
July 2, 1998 130 9.9148
July 2, 1998 10,000 9.6501
July 6, 1998 2,500 9.5074
July 6, 1998 5,000 8.8321
<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: July 16, 1998 /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
Managing Member of Centennial
Management L.L.C., as President of
Joseph H. Reich & Co., Inc., as
Trustee of Pumpkin Foundation and as
Managing General Partner of Xanadu
Partners.
________________________
Joseph H. Reich
________________________
Peter K. Seldin
________________________
G. Bryan Dutt
Page 1 of 18 Pages
