SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
3DX Technologies Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88554G109
(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 10, 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.: 88554G109
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Centennial Associates, L.P.
(13-2860099)
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: 198,468
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 198,468
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
198,468
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.21%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 88554G109
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: 232,980
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 232,980
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
232,980
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.59%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 88554G109
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: 155,547
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 155,547
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
155,547
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.73%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 88554G109
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: 38,949
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 38,949
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
38,949
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.43%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 88554G109
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: 45,598
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 45,598
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
45,598
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.51%
14) Type of Reporting Person: LLC
<PAGE>
Cusip No.: 88554G109
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: 31,949
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
31,949
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.36%
14) Type of Reporting Person: CO
<PAGE>
Cusip No.: 88554G109
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: 427,476
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 427,476
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
427,476
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.75%
14) Type of Reporting Person: LLC
<PAGE>
Cusip No.: 88554G109
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: 671,542
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 703,491
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
703,491
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.82%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 88554G109
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: 671,542
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 703,491
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
703,491
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.82%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 88554G109
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: 671,542
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 703,491
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
703,491
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 7.82%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 88554G109
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: 198,468
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 198,468
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
198,468
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.21%
14) Type of Reporting Person: IN
<PAGE>
Item 1. Security and Issuer.
This Amendment 1 to Schedule 13D, originally filed October 14, 1997
(the "Schedule 13D") by Centennial Energy Partners, L.P. et al, relates to
the common stock (the "Common Stock") of 3DX Technologies Inc. (the
"Company"), whose principal executive offices are at 12012 Wickchester, Suite
250, Houston, Texas 77079.
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 Associates, L.P.
("Centennial"), a Delaware limited partnership, with respect to Common Stock
held by it; (ii) Centennial Energy Partners, L.P. ("Energy"), a Delaware
limited partnership, with respect to Common Stock held by it; (iii)
Tercentennial Energy Partners, L.P. ("Tercentennial"), a Delaware limited
partnership, with respect to Common Stock held by it; (iv) Quadrennial
Partners, L.P. ("Quadrennial"), a Delaware limited partnership, with respect
to Common Stock held by it; (v) 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; (vi) 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.; (vii)
Centennial Energy Partners, L.L.C. ("Centennial LLC") with respect to shares
of Common Stock held by each of the entities named in (ii) through (iv)
above, (viii) 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
(i), (v) , (vi) and (vii) above, and (ix) Tracy S. Nagler with respect to
shares of Common Stock held by the entity named in (i) above. Centennial,
Energy, Tercentennial and Quadrennial are collectively referred to herein as
the "Partnerships". Centennial, Energy, Tercentennial, Quadrennial,
Management, JHR & Co., Centennial LLC, Mr. Reich, Mr. Seldin, Mr. Dutt and
Ms. Nagler are collectively referred to herein as the "Reporting Persons".
The general partners of Centennial are Mr. Reich, Mr. Seldin, Mr. Dutt and
Ms. Nagler. 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 Energy, Tercentennial and Quadrennial. 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. 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 present principal occupation of Mr. Reich
is Managing General Partner of Centennial, Managing Member of Centennial LLC
and Management and President of JHR & Co. Mr. Seldin's present principal
occupation is General Partner of Centennial, member of Centennial LLC and
Management and Vice President of JHR & Co. Mr. Dutt's present principal
occupation is General Partner of Centennial, member of Centennial LLC and
Management and Investment Manager of JHR & Co. Ms. Nagler's present
principal occupation is General Partner of Centennial.
(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. Management
is a Delaware Limited Liability Company. JHR & Co. is a New York
Corporation. Centennial LLC is a Delaware Limited Liability Company. Mr.
Reich, Mr. Seldin, Mr. Dutt and Ms. Nagler 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 $12,656 for
the 5,000 shares of the Common Stock purchased by Tercentennial was furnished
from contributions made to Tercentennial by the partners of Tercentennial.
In addition, the Reporting Persons purchased shares of Common Stock in
accordance with the terms of that Common Stock Subscription Agreement, dated
as of June 3, 1998 (the "Subscription Agreement"), by and among the Company
and various purchasers including the Reporting Persons (the "Purchasers").
Under the Subscription Agreement, the Reporting Persons purchased 146,204
shares of Common Stock on June 10, 1998 (the "Closing Date"), in
consideration for aggregate cash payment of $219,306. In addition, in
accordance with the terms of the Subscription Agreement, the Reporting
Persons have the option to purchase 187,128 shares of Common Stock (the
"Option Shares") within sixty days of the Closing Date. The Option Shares
may be purchased at a purchase price of $1.50 per share. The breakdown of
the Common Stock purchased and the Option Shares by Reporting Person is set
forth in Schedule A hereto.
The funds used for the purchase of the Common Stock under the
Subscription Agreement by each of the Partnerships was furnished from
contributions made to the respective Partnership by its partners. The funds
used for the purchase of the Common Stock under the Subscription Agreement by
Management was furnished from the working capital of Overseas. The funds used
for the purchase of the Common Stock under the Subscription Agreement by JHR
& Co. was furnished from the working capital of the Managed Account.
Item 4. Purpose of Transaction. Item 4 of Schedule 13D is hereby
amended and restated in its entirety as follows:
The purpose of the acquisition of shares of Common Stock by theReporting
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, except as follows:
(a) pursuant to the terms of the Subscription Agreement, the Reporting
Persons have the option to purchase the Option Shares.
(b) pursuant to the terms of the Subscription Agreement, the Company is
required to submit to its stockholders a proposal for the adoption and
approval of a one for five reverse stock split with respect to all of the
outstanding Company Common Stock.
(d) pursuant to the terms of the Subscription Agreement, the Reporting
Persons, together with the other Purchasers, have the right, subject to
certain events, to (i) designate a representative that is entitled to attend
(but not to vote at) all meetings of the board of directors of the Company
and each meeting of any committee thereof and receive information with
respect thereto, or (ii) designate one individual to be appointed to the
Company's board of directors.
The Reporting 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.
Item 5 (a) of Schedule 13D is hereby amended and restated in its entirety
as follows:
(a) As of the date hereof, and including the Option Shares, (i)
Centennial owns beneficially 198,468 shares of the Common Stock, constituting
approximately 2.21% of the shares outstanding; (ii) Energy owns beneficially
232,980 shares of the Common Stock, constituting approximately 2.59% of the
shares outstanding; (iii) Tercentennial owns beneficially 155,547 shares of
Common Stock, constituting approximately 1.73% of the shares outstanding;
(iv) Quadrennial owns beneficially 38,949 shares of Common Stock,
constituting approximately 0.43% of the shares outstanding; (v) Management
owns beneficially 45,598 shares of Common Stock, constituting approximately
0.51% of the shares outstanding, such shares being held by Overseas, a fund
managed by Management under an investment management agreement; (vi) JHR &
Co. owns beneficially 31,949 shares of Common Stock, constituting
approximately 0.36% of the shares outstanding, such shares being held by it
in a discretionary account (the "Managed Account") managed by JHR & Co; (vii)
Centennial LLC owns beneficially 427,476 shares of Common Stock, representing
the shares held by each of the entities named in (ii) through (iv) above;
(viii) each of Joseph H. Reich, Peter K. Seldin and G. Bryan Dutt own
beneficially 703,491 shares of Common Stock, representing the shares held by
each of the entities named in (i), (v), (vi) and (vii) above; and (ix) Tracy
S. Nagler owns beneficially 198,468 shares of Common Stock, representing the
shares held by the entity named in (i) above. In the aggregate, the Reporting
Persons beneficially own a total of 703,491 shares of Common Stock,
constituting approximately 7.82% of the shares outstanding. The percentages
used herein are based upon the sum of the 7,346,959 shares of Common Stock
stated by the Company to be outstanding as of May 12, 1998 in the Company's
Form 10-Q filed with the SEC for the quarter ended March 31, 1998, the
1,462,044 shares of Common Stock issued pursuant to the Subscription
Agreement and the Option Shares attributable to the Reporting Persons.
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) Other than the purchase of shares of Common Stock pursuant to
the Subscription Agreement, the Reporting Persons have not been involved in
any share transactions involving the Company during the last sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of Schedule 13D is hereby supplemented by the addition of the
following:
Under the Subscription Agreement, the Company granted to the Reporting
Person an option to purchase the Option Shares.
In connection with the Subscription Agreement, certain parties, including the
Reporting Persons, entered into a Voting Agreement, dated as of June 3, 1998,
for the benefit of the Purchasers whereby each of such persons agreed to vote
the Common Stock beneficially owned by them in favor of the stock issuances
and other transactions contemplated by the Subscription Agreement at any and
all meetings of the stockholders of the Company called for such purpose and
appointed two of the Purchasers as their proxy to vote their shares. The
parties to such agreement agreed that until such transactions are
consummated, they will not, directly or indirectly, (i) grant any proxies or
enter into any voting trust or similar agreement with respect to the voting
of such party's Common Stock, (ii) acquire or sell, assign, transfer or
otherwise dispose of any of such party's Common Stock, or (iii) enter into
any contract, option or other arrangement or understanding with respect to
the direct or indirect acquisition or sale, assignment, transfer or other
disposition of any shares of Common Stock.
Item 7. Material to be Filed as Exhibits.
Item 7 of Schedule 13D is hereby amended and restated in its entirety as
follows:
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. In addition,
Exhibit 2: Common Stock Subscription Agreement dated as of June 3, 1998,
among the Company, Susan Morrice, Minnowburn Corporation, CWS Limited-
Liability Company, Centennial Energy Partners, L.P., Tercentennial Energy
Partners, L.P., Quadrennial Partners, L.P., Centennial Overseas Fund, LTD,
Investment 11, LLC, Donald D. Wolf, Altira Group LLC, James R. Newell, Alex
B. Campbell, Paul D. Favret and Wayne W. Williamson (incorporated herein by
reference to Exhibit 99.1 of the Company's current report on Form 8-K dated
June 10, 1998 and filed with the Securities and Exchange Commission on June
16, 1998) and Exhibit 3: Voting Agreement dated as of June 3, 1998 among C.
Eugene Ennis, Peter M. Duncan, Douglas C. Nester, Joseph Schuchardt, III, Jon
W. Bayless, Douglas C. Williamson, Ronald P. Nowak, Charles E. Edwards and
Peter K. Seldin (incorporated herein by reference to Exhibit 99.2 of the
Company's current report on Form 8-K dated June 10, 1998 and filed with the
Securities and Exchange Commission on June 16, 1998).
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: June 22, 1998
CENTENNIAL ASSOCIATES, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin,
General Partner
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
QUADRENNIAL PARTNERS, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin, Member
Centennial Energy Partners, L.L.C.
General Partner
CENTENNIAL MANAGEMENT, L.L.C.
By: /s/Peter K. Seldin
Peter K. Seldin
Member
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
/s/Tracy S. Nagler
Tracy S. Nagler
<PAGE>
Schedule A
Reporting Persons Participating in the Common Stock Subscription Agreement
dated as of June 3, 1998.
Common Shares Purchase
Purchased on Price
Option
Reporting Person June 10, 1998 Total $
Shares
Centennial Energy Partners, L.P. 66,204 99,306
84,735
Tercentennial Energy Partners, L.P. 40,000 60,000
51,197
Quadrennial Partners, L.P. 10,000 15,000
12,799
Centennial Management, L.L.C. 20,000 30,000
25,598
Joseph H. Reich & Co., Inc. 10,000 15,000
12,799
<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: June 22, 1998 /s/Peter K. Seldin
Peter K. Seldin, as General
Partner of Centennial
Associates, L.P., and 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.) Member of Centennial
Management, L.L.C. 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
/s/Tracy S. Nagler
Tracy S. Nagler
