SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
June 23, 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: 422,725
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 422,725
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
422,725
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.41%
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: 164,175
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 164,175
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
164,175
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.93%
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: 56,325
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
56,325
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.32%
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: 1,301,275
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,357,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,357,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.73%
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: 1,301,275
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,357,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,357,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.73%
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: 1,301,275
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,357,600
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,357,600
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.73%
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: 1,301,275
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 1,301,275
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,301,275
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.41%
14) Type of Reporting Person: IN
<PAGE>
Item 1. Security and Issuer.
This 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.
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) each
of Joseph H. Reich, Peter K. Seldin and Tracy S. Nagler with respect to
shares of Common Stock held by each of the entities named in (i) through (iv)
above; and (vi) G. Bryan Dutt with respect to shares of common stock held by
the entities named in (i)through (iii) above. Energy, Tercentennial and
Quadrennial are collectively referred to herein as the "Partnerships". Energy,
Tercentennial, Quadrennial, JHR & Co., Mr. Reich, Mr. Seldin, Ms. Nagler and
Mr. Dutt are collectively referred to herein as the "Reporting Persons". The
general partners of Energy, Tercentennial and Quadrennial are Joseph H. Reich,
Peter K. Seldin, Tracy S. Nagler and G. Bryan Dutt. Mr. Reich is the
President, sole Shareholder and sole Director of JHR & Co. Mr. Seldin is the
Vice President of JHR & Co. Ms. Nagler is the Chief Financial Officer of JHR
& Co. 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 Energy, Tercentennnial and Quadrennial
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 present
principal occupation of Mr. Reich is Managing General Partner of the
Partnerships and President of JHR & Co. Mr. Seldin's present principal
occupation is General Partner of the Partnerships and Vice President of JHR &
Co. Ms. Nagler's present principal occupation is General Partner of the
Partnerships and Chief Financial Officer of JHR & Co. Mr. Dutt's present
principal occupation is General Partner of the Partnerships.
(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) Energy, Tercentennial and Quadrennial are Delaware limited
partnerships. JHR & Co. is a New York Corporation. Mr. Reich, Mr. Seldin,
Ms. Nagler and Mr. Dutt are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
The purchase price (including commissions, if any) of $7,703,042 for
the 714,375 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 $4,897,560 for
the 422,725 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 $1,868,613 for
the 164,175 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 $596,586 for
the 56,325 shares of the Common Stock purchased by JHR & Co. was furnished
from working capital of the Managed Account.
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 714,375
shares of the Common Stock, constituting approximately 4.07% of the shares
outstanding (ii) Tercentennial owns beneficially 422,725 shares of Common
Stock, constituting approximately 2.41% of the shares outstanding, (iii)
Quadrennial owns beneficially 164,175 shares of Common Stock, constituting
approximately 0.93% of the shares outstanding, (iv) JHR & Co. owns
beneficially 56,325 shares of Common Stock, constituting approximately 0.32%
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 1,357,600 shares
of Common Stock, representing the shares held by each of the entities named
in (i) through (iv) above, (vi) and G. Bryan Dutt owns beneficially 1,301,275
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 1,357,600 shares of Common Stock, constituting approximately
7.73% 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.
(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 partners 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 executive officers of JHR & Co. 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.
(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.
(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.
The Reporting Persons in the aggregate have sold publicly-traded call
options which are exerciseable to purchase an aggregate of 270,000 shares of
Common Stock at $15 per share. The calls expire on January 17, 1998. In
addition, the Reporting Persons in the aggregate have purchased publicly-
traded call options which are exerciseable to purchase an aggregate of 130,000
shares of Common Stock at $10 per share. The calls expire on July 19, 1997.
The call option transactions effected during the past 60 days by the Reporting
Persons are set forth in Schedule B hereto.
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: July 3, 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
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
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
<PAGE>
Schedule B
CALL OPTION TRANSACTIONS
Date of No. of Calls Strike Expiration Price
Transaction Purchased\(Sold) Price Date Per Call
(excluding
commission)
Centennial Energy Partners, L.P.
June 24, 1997 (450) $15 1/17/98 .6313
June 25, 1997 (90) $15 1/17/98 .5000
June 27, 1997 (1,500) $15 1/17/98 .5333
July 2, 1997 1,000 $10 7/19/97 3.3663
July 3, 1997 300 $10 7/19/97 3.5000
Tercentennial Energy Partners, L.P.
June 24, 1997 (350) $15 1/17/98 .6313
June 25, 1997 (70) $15 1/17/98 .5000
Quadrennial Partners, L.P.
June 24, 1997 (150) $15 1/17/98 .6313
June 25, 1997 (30) $15 1/17/98 .5000
Joseph H. Reich & Co., Inc.
June 24, 1997 (50) $15 1/17/98 .6313
June 25, 1997 (10) $15 1/17/98 .5000
<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 3, 1997
/s/Peter K. Seldin
Peter K. Seldin, General
Partner of Centennial
Energy Partners, L.P.
Tercentennial Energy
Partners, L.P. and
Quadrennial Partners, L.P.
and as Vice President of
Joseph H.Reich & Co., Inc.
/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
