SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cairn Energy USA, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
127762102
(CUSIP Number)
Centennial Energy Partners, 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 17, 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.: 127762102
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: 714,375
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 714,375
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
714,375
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.07%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 127762102
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: 412,725
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 412,725
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
412,725
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.35%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 127762102
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: 134,175
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 134,175
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
134,175
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.76%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 127762102
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: 46,325
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
46,325
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.26%
14) Type of Reporting Person: CO
<PAGE>
Cusip No.: 127762102
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: 1,261,275
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,307,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,307,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.44%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 127762102
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: 1,261,275
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,307,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,307,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.44%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 127762102
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: 1,261,275
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,307,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,307,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.44%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 127762102
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: 1,261,275
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,261,275
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,261,275
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.18%
14) Type of Reporting Person: IN
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 to schedule 13D, originally filed July 3, 1997
(the "Schedule 13D") by Centennial Energy Partners, L.P. et al relates to the
common stock (the "Common Stock") of Cairn Energy USA, Inc. (the "Company"),
whose principal executive offices are located at 8115 Preston Road, Suite 500,
Dallas, TX 75225. 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 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended and restated in its entirety
as follows:
As major stockholders in the Company, the Reporting Persons have
carefully reviewed the terms of the Company's proposed merger with The Meridian
Resource Corporation ("TMR"). Although the Reporting Persons supported
management's retention of a financial advisor to explore strategic alternatives,
the Reporting Persons believe that the terms of the TMR merger, based on the
current market price for TMR Common Stock and publicly available information,
would result in a consideration to the Company's shareholders substantially
below the intrinsic value of the Company's assets. The Reporting Persons are
further concerned that the merger agreement does not provide any minimum or
floor value for the consideration to be received for the Company's Common
Stock or for the receipt of an updated fairness opinion. The Reporting Persons
have discussed their concerns with the Company and intend to discuss these
concerns with other major shareholders of the Company and other interested
parties. The Reporting Persons have not at this time determined whether they
will oppose the TMR merger. 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 714,375 shares
of the Common Stock, constituting approximately 4.07% of the shares outstanding
(ii) Tercentennial owns beneficially 412,725 shares of Common Stock,
constituting approximately 2.35% of the shares outstanding, (iii) Quadrennial
owns beneficially 134,175 shares of Common Stock, constituting approximately
0.76% of the shares outstanding, (iv) JHR & Co. owns beneficially 46,325 shares
of Common Stock, constituting approximately 0.26% of the shares outstanding,
such shares being held by it in a discretionary account (the "Managed Account")
managed by JHR & Co., (v) each of Joseph H. Reich, Peter K. Seldin and Tracy S.
Nagler own beneficially 1,307,600 shares of Common Stock, representing the
shares held by each of the entities named in (i) through (iv) above, and (vi)
G. Bryan Dutt owns beneficially 1,261,275 shares of Common Stock, representing
the shares held by the entity named in (i) through (iii) above. In the
aggregate, the Reporting Persons beneficially own a total of 1,307,600 shares of
Common Stock, constituting approximately 7.44% of the shares outstanding. The
percentages used herein are based upon the 17,565,496 shares of Common Stock
stated by the Company to be outstanding as of April 30, 1997 in the Company's
Form 10-Q filed with the SEC for the quarter ended March 31, 1997.
Item 5(c) of Schedule 13D is hereby supplemented by the
addition of the following:
(c) 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: July 17, 1997
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
OPEN MARKET TRANSACTIONS
Date of No. of Shares
Transaction Purchased\(Sold) Price Per Share
Centennial Energy Partners, L.P.
May 20, 1997 5,000 11.3750
June 23, 1997 39,375 12.1070
June 23, 1997 216,900 12.1312
June 23, 1997 45,000 11.8750
June 25, 1997 20,000 13.0000
June 26, 1997 33,500 13.0000
June 26, 1997 16,600 12.9375
Tercentennial Energy Partners, L.P.
May 20, 1997 5,000 11.3750
June 23, 1997 30,625 12.1070
June 23, 1997 168,700 12.1312
June 23, 1997 35,000 11.8750
June 26, 1997 16,500 13.0000
June 26, 1997 8,400 12.9375
July 7, 1997 (10,000) 12.0000
Quadrennial Partners, L.P.
June 23, 1997 13,125 12.1070
June 23, 1997 72,300 12.1312
June 23, 1997 15,000 11.8750
July 7, 1997 (30,000) 12.0000
Joseph H. Reich & Co., Inc.
June 23, 1997 4,375 12.1070
June 23, 1997 24,100 12.1312
June 23, 1997 5,000 11.8750
July 7, 1997 (10,000) 12.0000
