SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Amerac Energy Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
023517303
(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 2, 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.: 023517303
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: 79,050
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 79,050
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
79,050
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.03%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 023517303
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: 120,750
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 120,750
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
120,750
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 3.10%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 023517303
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: 12,200
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
12,200
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.31%
14) Type of Reporting Person: CO
<PAGE>
Cusip No.: 023517303
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: 199,800
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 199,800
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
199,800
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 5.14%
14) Type of Reporting Person: LLC
<PAGE>
Cusip No.: 023517303
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: 212,000
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 212,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 212,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 5.45%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 023517303
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: 212,000
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 212,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 212,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 5.45%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 023517303
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: 212,000
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 212,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 212,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 5.45%
14) Type of Reporting Person: IN
<PAGE>
Item 1. Security and Issuer.
This relates to the common stock (the "Common Stock") of Amerac
Energy Corporation (the "Company"), whose principal executive offices are at
1201 Lousiana, Suite 3350, Houston, Texas 77002-5609.
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) 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.; (iv) Centennial Energy Partners, L.L.C. ("Centennial LLC") with
respect to shares of Common Stock held by each of the entities named in (i)
and (ii) above, and (v) each of Joseph H. Reich, Peter K. Seldin, and G.
Bryan Dutt with respect to shares of Common Stock held by each of the entities
named in (iii) and (iv) above. Energy and Tercentennial are collectively
referred to herein as the "Partnerships". Energy, Tercentennial, JHR & Co.,
Centennial LLC, Mr. Reich, Mr. Seldin, and Mr. Dutt are collectively
referred to herein as the "Reporting Persons". The general partner of each of
the "Partnerships" 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. 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 and Tercentennnial 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 present
principal occupation of Mr. Reich is Managing Member of Centennial LLC and
President of JHR & Co. 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) Energy and Tercentennial are Delaware limited partnerships.
JHR & Co. is a New York Corporation. Centennial LLC is a Delaware Limited
Liability Company. Mr. Reich, Mr. Seldin and Mr. Dutt are United States
citizens.
Item 3. Source and Amount of Funds or Other Consideration.
The purchase price (excluding commissions, if any) of $378,331 for
the 79,050 shares of the Common Stock purchased by Energy was furnished from
contributions made to Energy by the partners of Energy.
The purchase price (excluding commissions, if any) of $589,414 for
the 120,750 shares of the Common Stock purchased by Tercentennial was furnished
from contributions made to Tercentennial by the partners of Tercentennial.
The purchase price (excluding commissions, if any) of $58,194 for the
12,200 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 79,050
shares of the Common Stock, constituting approximately 2.03% of the shares
outstanding (ii) Tercentennial owns beneficially 120,750 shares of Common Stock,
constituting approximately 3.10% of the shares outstanding, (iii) JHR & Co. owns
beneficially 12,200 shares of Common Stock, constituting approximately 0.31% of
the shares outstanding, such shares being held by it in a discretionary account
(the "Managed Account") managed by JHR & Co, (iv) Centennial LLC owns
beneficially 199,800 shares of Common Stock, representing the shares held by
each of the entities named in (i) and (ii) above, and (v) each of Joseph H.
Reich, Peter K. Seldin and G. Bryan Dutt own beneficially 212,000 shares of
Common Stock, representing the shares held by each of the entities named in
(iii) and (iv) above. In the aggregate, the Reporting Persons beneficially own
a total of 212,000 shares of Common Stock, constituting approximately 5.45% of
the shares outstanding. The percentages used herein are based upon the
3,888,981 shares of Common Stock stated by the Company to be outstanding of
July 31, 1997 in the Company's Form 10-QSB filed with the SEC for the quarter
ended June 30, 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
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 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.
(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.
On Novemeber 19, 1996, Energy and Tercentennial participated in a
private sale by the Company of Common Stock and Warrants to purchase additional
shares of Common Stock. As a result, Energy and Tercentennial each received the
right through warrants to purchase 6,250 shares of Common Stock at an exercise
price of $5.76 per share at any time on or before November 18, 1999.
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>
SIGNATURE S
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 12, 1997
CENTENNIAL ENERGY PARTNERS, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin, Member
Centennial Energy Partners, L.L.C.
General Partner
TERCENTENNIAL ENERGY PARTNERS, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin, Member
Centennial Energy Partners, L.L.C.
General Partner
JOSEPH H. REICH & CO., INC.
By: /s/Peter K. Seldin
Peter K. Seldin
Vice President
CENTENNIAL ENERGY PARTNERS, L.L.C.
By: /s/Peter K. Seldin
Peter K. Seldin
Member
/s/Joseph H. Reich
Joseph H. Reich
/s/Peter K. Seldin
Peter K. Seldin
/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.
August 4, 1997 500 4.5000
August 5, 1997 5,250 4.5000
August 6, 1997 2,800 4.5000
September 2, 1997 8,000 4.8679
Tercentennial Energy Partners, L.P.
July 23, 1997 (500) 4.8750
July 31, 1997 10,000 4.5000
August 5, 1997 5,250 4.5000
August 18, 1997 5,000 3.8750
August 28, 1997 1,000 4.3750
September 2, 1997 11,000 4.8679
Joseph H. Reich & Co., Inc.
August 7, 1997 10,000 4.6875
September 2, 1997 2,200 4.8679
<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: September 12, 1997 /s/Peter K. Seldin
Peter K. Seldin, as Member of
Centennial Energy Partners,
L.L.C., General Partner of
Centennial Energy Partners,
L.P. and Tercentennial Energy
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/G. Bryan Dutt
G. Bryan Dutt
