-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SNwQOeVuulNxdFuknAtELVbwas/qLL/bsbNDBjnRhmkn7C7OVf9kHqpKzJuZs5MI SPeREUp4MEoLGC8F6TOi5g== 0001035917-97-000017.txt : 19971016 0001035917-97-000017.hdr.sgml : 19971016 ACCESSION NUMBER: 0001035917-97-000017 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971015 SROS: NASD GROUP MEMBERS: CENTENNIAL ASSOCIATES, L.P. GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L P GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L.P. GROUP MEMBERS: G. BRYAN DUTT GROUP MEMBERS: JOSEPH H. REICH GROUP MEMBERS: JOSEPH H. REICH & CO., INC. GROUP MEMBERS: PETER K. SELDIN GROUP MEMBERS: QUADRENNIAL PARTNERS, L.P. GROUP MEMBERS: TERCENTENNIAL ENERGY PARTNERS L.P. GROUP MEMBERS: TRACY NAGLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESCO CORP CENTRAL INDEX KEY: 0001022705 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51291 FILM NUMBER: 97695543 BUSINESS ADDRESS: STREET 1: 6204 6A ST SE CITY: CALGARY ALBERTA STATE: A0 BUSINESS PHONE: 4032330757 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL ENERGY PARTNERS L P CENTRAL INDEX KEY: 0001035917 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133793743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 900 THIRD AVE SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127535150 MAIL ADDRESS: STREET 1: 900 THIRD AVE STREET 2: SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Tesco Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88157K101 (CUSIP Number) Centennial Associates, 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) October 3, 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)) Cusip No.: 88157K101 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: -0- Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.00% 14) Type of Reporting Person: PN Cusip No.: 88157K101 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: 817,500 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 817,500 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 817,500 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 2.69% 14) Type of Reporting Person: PN Cusip No.: 88157K101 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: 400,400 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 400,400 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 400,400 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 1.32% 14) Type of Reporting Person: PN Cusip No.: 88157K101 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: 119,250 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 119,250 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 119,250 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.39% 14) Type of Reporting Person: PN Cusip No.: 88157K101 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: 33,100 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 33,100 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.11% 14) Type of Reporting Person: CO Cusip No.: 88157K101 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: 93,534 Shares Beneficially (8) Shared Voting Power: 1,337,150 Owned by Each (9) Sole Dispositive Power: 93,534 Reporting Person With (10) Shared Dispositive Power: 1,370,250 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,463,784 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 4.82% 14) Type of Reporting Person: IN Cusip No.: 88157K101 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: 16,083 Shares Beneficially (8) Shared Voting Power: 1,337,150 Owned by Each (9) Sole Dispositive Power: 16,083 Reporting Person With (10) Shared Dispositive Power: 1,370,250 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,386,333 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 4.56% 14) Type of Reporting Person: IN Cusip No.: 88157K101 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: 401 Shares Beneficially (8) Shared Voting Power: 1,337,150 Owned by Each (9) Sole Dispositive Power: 401 Reporting Person With (10) Shared Dispositive Power: 1,370,250 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,370,651 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 4.51% 14) Type of Reporting Person: IN Cusip No.: 88157K101 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: 761 Shares Beneficially (8) Shared Voting Power: 1,337,150 Owned by Each (9) Sole Dispositive Power: 761 Reporting Person With (10) Shared Dispositive Power: 1,337,150 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,337,911 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 4.40% 14) Type of Reporting Person: IN This Amendment No. 3 to schedule 13D, originally filed December 2, 1996 (the "Schedule 13D") by Centennial Associates, L.P. et al, relates to the common stock (the "Common Stock") of Tesco Corporation (the "Company"), whose principal executive offices are at 350 - 7th Avenue S.W., 36th floor, Calgary, Alberta, Canada T2P3N9. 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 $117,319 for the 7,700 shares of the Common Stock purchased by Tercentennial was furnished from contributions made to Tercentennial by the partners of Tercentennial. 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) Centennial owns beneficially -0- shares of the Common Stock, constituting approximately 0.00% of the shares outstanding (ii) Energy owns beneficially 817,500 shares of the Common Stock, constituting approximately 2.69% of the shares outstanding (iii) Tercentennial owns bene- ficially 400,400 shares of Common Stock, constituting approximately 1.32% of the shares outstanding, (iv) Quadrennial owns beneficially 119,250 shares of Common Stock, constituting approximately 0.39% of the shares outstanding, (v) JHR & Co. owns beneficially 33,100 shares of Common Stock, constituting approximately 0.11% of the shares outstanding, such shares being held by it in a discretionary account (the "Managed Accunt") managed by JHR & Co, (vi) Joseph H. Reich owns beneficially 1,463,784 shares of Common Stock, including the shares held by each of the entities named in (ii) through (v) above and shares received in the October 8, 1997 pro-rata distribution to its Partners by Centennial, (vii) Peter K. Seldin owns beneficially 1,386,333 shares of Common Stock, including the shares held by each of the entities named in (ii) through (v) above and shares received in the October 8, 1997 pro-rata distribution to its Partners by Centennial, (viii) Tracy S. Nagler owns beneficially 1,370,651 shares of Common Stock, including the shares held by each of the entities named in (ii) through (v) above and shares received in the October 8, 1997 pro-rata distribution to its Partners by Centennial, and (ix) G. Bryan Dutt owns beneficially 1,337,911 shares of Common Stock, including the shares held by each of the entities named in (ii) through (iv) above and shares received in the October 8, 1997 pro-rata distribution to its Partners by Centennial. In the aggregate, the Reporting Persons beneficially own a total of 1,481,029 shares of Common Stock, constituting approximately 4.87% of the shares outstanding. The percentages used herein are based upon the 30,399,834 shares of Common Stock stated by the Company to be outstanding as of October 14, 1997. This information was provided by the Company over the telephone. Item 5(c) of Schedule 13D is hereby supplemented by the addition of the following: (c) On October 8, 1997, Centennial made a pro-rata distribution of 332,450 shares of Common Stock to its partners. 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. 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: October 14, 1997 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 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 Schedule A 1 of 2 OPEN MARKET TRANSACTIONS Date of No. of Shares Price Per Share Transaction Purchased\(Sold) Excluding Commissions if any CENTENNIAL ENERGY PARTNERS, L.P. August 7, 1997 ( 7,500) 16.3814 August 25, 1997 ( 8,000) 16.5218 August 29, 1997 ( 3,300) 15.8375 September 3, 1997 (15,800) 16.6315 September 8, 1997 ( 6,200) 16.8197 September 9, 1997 (10,000) 17.1256 September 10, 1997 ( 2,600) 17.2910 September 11, 1997 (18,300) 17.4910 September 19, 1997 (20,000) 17.4447 October 1, 1997 (10,000) 17.9542 October 6, 1997 (12,500) 18.7490 October 6, 1997 (27,700) 18.5840 October 7, 1997 (38,100) 20.1196 October 10, 1997 ( 6,350) 20.8485 October 14, 1997 (16,350) 20.9081 TERCENTENNIAL ENERGY PARTNERS, L.P. August 5, 1997 (10,000) 15.5473 August 6, 1997 (15,000) 15.7846 August 7, 1997 (15,000) 16.3814 August 11, 1997 5,000 15.1095 August 28, 1997 2,700 15.2998 August 29, 1997 ( 2,700) 15.8375 September 3, 1997 ( 5,000) 16.6315 September 9, 1997 (10,000) 17.1256 September 19, 1997 (30,000) 17.4447 October 6, 1997 ( 6,250) 18.7490 October 6, 1997 (13,850) 18.5840 October 7, 1997 (49,900) 20.1196 October 8, 1997 (26,600) 20.7180 October 9, 1997 (10,800) 20.8724 October 10, 1997 ( 6,350) 20.8485 October 14, 1997 (16,350) 20.9081 Schedule A 2 of 2 OPEN MARKET TRANSACTIONS Date of No. of Shares Price Per Share Transaction Purchased\(Sold) Excluding Commissions if any QUADRENNIAL PARTNERS, L.P. August 5, 1997 (10,000) 15.5473 August 6, 1997 ( 5,000) 15.7846 August 7, 1997 ( 7,500) 16.3814 September 3, 1997 ( 5,000) 16.6315 September 9, 1997 ( 5,000) 17.1256 September 11, 1997 ( 6,100) 17.4910 October 3, 1997 ( 5,000) 18.2225 October 6, 1997 ( 4,700) 18.7490 October 6, 1997 (10,350) 18.5840 October 7, 1997 (25,000) 20.1196 October 8, 1997 ( 6,700) 20.7180 JOSEPH H. REICH & CO., INC. August 25, 1997 ( 2,000) 16.5218 August 29, 1997 ( 4,000) 15.8375 September 3, 1997 ( 3,000) 16.6315 October 3, 1997 ( 5,000) 18.2225 October 6, 1997 ( 1,550) 18.7490 October 6, 1997 ( 3,500) 18.5840 October 7, 1997 (12,000) 20.1196 October 8, 1997 ( 6,700) 20.7180 -----END PRIVACY-ENHANCED MESSAGE-----