SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
September 9, 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: 114,375
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 114,375
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
114,375
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.65%
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: 71,000
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 71,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
71,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.40%
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: 22,225
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 22,225
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
22,225
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.: 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: 207,600
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 207,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
207,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.18%
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: 207,600
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 207,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
207,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.18%
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: 207,600
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 207,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
207,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.18%
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: 207,600
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 207,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
207,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.18%
14) Type of Reporting Person: IN
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 2 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 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 $1,302,600 for
the 130,000 shares of the Common Stock purchased by Energy was furnished from
contributions made to Energy by the partners of Energy.
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 114,375 shares
of the Common Stock, constituting approximately 0.65% of the shares outstanding
(ii) Tercentennial owns beneficially 71,000 shares of Common Stock, constituting
approximately 0.40% of the shares outstanding, (iii) Quadrennial owns
beneficially 22,225 shares of Common Stock, constituting approximately 0.13% of
the shares outstanding, (iv) each of Joseph H. Reich, Peter K. Seldin, Tracy S.
Nagler and G. Bryan Dutt own beneficially 207,600 shares of Common Stock,
representing the shares held by each of the entities named in (i) through (iii)
above. In the aggregate, the Reporting Persons beneficially own a total of
207,600 shares of Common Stock, constituting approximately 1.18% of the shares
outstanding. The percentages used herein are based upon the 17,567,301 shares
of Common Stock stated by the Company to be outstanding as of July 31, 1997 in
the Company's Form 10-Q filed with the SEC for the quarter ended June 30, 1997.
Item 5(c) of Schedule 13D is hereby supplemented by the addition of
the following:
(c) On July 18, 1997, Energy exercised publicly traded call options
to purchase 130,000 shares of Common Stock at the strike price of $10 per share
All other transactions in the Common Stock effected during the past 60 days by
the Reporting Persons were open market transactions and are set forth in
Schedule A hereto.
<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: September 18, 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.
September 5, 1997 (50,000) 12.8571
September 5, 1997 (71,000) 12.8438
September 8, 1997 (35,000) 12.8750
September 9, 1997 (399,000) 12.5000
September 9, 1997 (13,750) 12.5625
September 10, 1997 (20,000) 12.5000
September 10, 1997 ( 8,000) 12.8125
September 11, 1997 (20,000) 12.7500
September 12, 1997 (43,000) 12.9709
September 15, 1997 (40,250) 13.0000
September 16, 1997 (17,150) 13.3750
September 16, 1997 (12,850) 13.8750
Tercentennial Energy Partners, L.P.
September 5, 1997 (14,000) 12.8571
September 5, 1997 (20,000) 12.8438
September 8, 1997 (35,000) 12.8750
September 9, 1997 (218,000) 12.5000
September 9, 1997 ( 7,500) 12.5625
September 10, 1997 ( 5,000) 12.5000
September 10, 1997 ( 2,000) 12.8125
September 15, 1997 (40,225) 13.0000
Quadrennial Partners, L.P.
September 5, 1997 ( 5,000) 12.8571
September 5, 1997 ( 7,500) 12.8438
September 9, 1997 (72,000) 12.5000
September 9, 1997 ( 2,500) 12.5625
September 15, 1997 (19,950) 13.0000
September 16, 1997 ( 2,850) 13.3750
September 16, 1997 ( 2,150) 13.8750
Joseph H. Reich & Co., Inc.
September 5, 1997 ( 1,000) 12.8571
September 5, 1997 ( 1,500) 12.8438
September 9, 1997 (36,000) 12.5000
September 9, 1997 ( 1,250) 12.5625
September 15, 1997 ( 6,575) 13.0000
