-----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, VPRqw9KyBhhvp8rgrJk6LKWVwPnMtTuhodr99UuEy4T5wjOGO4wSCeg8nRlQ+eXg V8J7aoiXcn0k32itW5nkmg== 0001187023-08-000034.txt : 20080828 0001187023-08-000034.hdr.sgml : 20080828 20080828161205 ACCESSION NUMBER: 0001187023-08-000034 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080828 DATE AS OF CHANGE: 20080828 GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L.L.C. GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS V, L.P. GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS, L.P. GROUP MEMBERS: HOYT FARM PARTNERS, L.P. GROUP MEMBERS: PETER K. SELDIN GROUP MEMBERS: QUADRENNIAL PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESCO CORP CENTRAL INDEX KEY: 0001022705 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 980053204 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51291 FILM NUMBER: 081045639 BUSINESS ADDRESS: STREET 1: 3993 W. SAM HOUSTON PARKWAY N. STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77043 BUSINESS PHONE: 713-359-7000 MAIL ADDRESS: STREET 1: 3993 W. SAM HOUSTON PARKWAY N. STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77043 FORMER COMPANY: FORMER CONFORMED NAME: Tesco CORP DATE OF NAME CHANGE: 20061229 FORMER COMPANY: FORMER CONFORMED NAME: TESCO CORP DATE OF NAME CHANGE: 19960911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL ENERGY PARTNERS LLC CENTRAL INDEX KEY: 0001187023 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 575 LEXINGTON AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127535150 MAIL ADDRESS: STREET 1: 575 LEXINGTON AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 tesco13damend2.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.2) Tesco Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 88157K101 - -------------------------------------------------------------------------------- (CUSIP Number) Centennial Energy Partners, L.P. 575 Lexington Ave., 33rd Fl., New York, NY 10022 (212) 753-5150 Attn: Peter Seldin - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 25, 2008 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) 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 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). CUSIP No. 88157K101 1. NAME OF REPORTING PERSONS Centennial Energy Partners, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 2,390,476 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 2,390,476 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,390,476 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.38% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 88157K101 --------------------- 1. NAME OF REPORTING PERSONS Hoyt Farm Partners, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 2,279,454 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 2,279,454 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,279,454 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.09% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 88157K101 --------------------- 1. NAME OF REPORTING PERSONS Quadrennial Partners, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 775,547 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 775,547 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 775,547 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.07% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 88157K101 --------------------- 1. NAME OF REPORTING PERSONS Centennial Energy Partners V, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 20-0438877 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 58,373 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 58,373 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,373 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .16% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 88157K101 --------------------- 1. NAME OF REPORTING PERSONS Centennial Energy Partners L.L.C. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 5,503,850 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 5,503,850 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,503,850 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.69% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 88157K101 --------------------- 1. NAME OF REPORTING PERSONS Peter K. Seldin I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 BOX 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 70,932 8. SHARED VOTING POWER 5,503,850 9. SOLE DISPOSITIVE POWER 70,932 10. SHARED DISPOSITIVE POWER 5,503,850 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,574,782 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.87% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 88157K101 --------------------- ________________________________________________________________________________ Item 1. Security and Issuer. The information in Item 1 has not changed since the Amendment 1 to the 13D previously filed by the Reporting persons on May 2, 2006. ________________________________________________________________________________ Item 2. Identity and Background. The information in Item 2 has not changed since the Amendment 1 to the 13D previously filed by the Reporting persons on May 2, 2006. _______________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration Item 3 of Schedule 13D is hereby amended by the addition of the following: The purchase price (including commissions, if any) of $4,231,385 for the 225,774 shares of the Common Stock purchased by Energy was furnished from contributions made to Energy by the partners of Energy. 15,014 shares of the Common Stock owned directly by Mr. Seldin were received in a pro-rata distribution from Centennial LLC on June 6,2008 and 15,935 shares of Common Stock were received in a pro-rata distribution from Centennial LLC on August 25,2008. Centennial LLC received such shares which were distributed to Mr. Seldin from simultaneous pro-rata distributions from Hoyt Farm. In his capacity as director of the Company, Mr. Seldin has been granted options to purchase an aggregate 19,800 shares of Common Stock of the Company at various exercise prices and has also been issued grants of 4,100 Restricted Stock Units("RSU'S) by the Company. Each RSU may be redeemed for one share of Common Stock. To date, 733 shares of Common Stock have been issued to Mr. Seldin upon redemption of the same number of RSU's by the Company. ______________________________________________________________________________ Item 4. Purpose of Transaction. The information in Item 4 has not changed since the Amendment 1 to the 13D previously filed by the Reporting persons on May 2, 2006. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. Item 5(a) and 5(c) of Schedule 13D is hereby amended and restated in its entirety as follows: (a)As of the date hereof, (i) Energy owns beneficially 2,390,476 Shares of the Common Stock, constituting approximately 6.38% of the shares outstanding, (ii) Hoyt Farm owns beneficially 2,279,454 shares of the Common Stock, constituting approximately 6.09% of the shares outstanding, iii) Quadrennial owns beneficially 775,547 shares of the Common Stock, constituting approximately 2.07% of the shares outstanding, iv) Centennial V owns beneficially 58,373 shares of the Common Stock, constituting approximately .16% of the shares outstanding, (v) Centennial LLC owns beneficially 5,503,850 shares of the Common Stock, representing the shares held by each of the entities named in (i) through (iv) above, and (vi) Peter K. Seldin owns beneficially 5,574,782 shares of the Common Stock, representing shares owned by him and the entity named in (v) above. In the aggregate, the Reporting Persons beneficially own a total of 5,574,782 shares of Common Stock, constituting approximately 14.87% of the shares outstanding. The percentages used herein are based upon 37,459,690 outstanding shares of Common Stock as of July 31, 2008 as reported in the Company?s Form 10Q for the quarterly period ended June 30, 2008, and adjusted in the case of Peter K. Seldin by the addition of outstanding options to purchase Common Stock and Restricted Stock Units, which are redeemable for shares of Common Stock. (c) A distribution of 350,000 shares of Common Stock was made by Hoyt Farm to all of its partners on a pro-rata basis on August 25, 2008. Upon receipt of Common Stock in this distribution, Centennial LLC, general partner of Hoyt Farm, distributed the shares of Common Stock which it received to its members on a pro-rata basis. As the Managing Member of Centennial LLC, Peter K. Seldin received 15,935 shares of Common Stock in the distribution. No other transactions in the Common Stock were effected by any of the Reporting Persons during the 60 day period ending on the date above. ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information in Item 6 has not changed since the Amendment 1 to the 13D previously filed by the Reporting persons on May 2, 2006. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. Exhibit A: Agreement between the Reporting Persons to file jointly ________________________________________________________________________________ SIGNATURE 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: August 28, 2008 Centennial Energy Partners, L.P. Centennial Energy Partners, L.L.C. By: /s/ Peter K. Seldin By: /s/ Peter K. Seldin Peter K. Seldin Peter K. Seldin Centennial Energy Partners, L.L.C. Managing Member General Partner Hoyt Farm Partners, L.P. By: /s/ Peter K. Seldin Peter K. Seldin By: /s/ Peter K. Seldin Peter K. Seldin Centennial Energy Partners, L.L.C. General Partner Quadrennial Partners, L.P. By: /s/ Peter K. Seldin Peter K. Seldin Centennial Energy Partners, L.L.C. General Partner Centennial Energy Partners V, L.P. By: /s/ Peter K. Seldin Peter K. Seldin Centennial Energy Partners, L.L.C. General Partner EXHIBIT A AGREEMENT The undersigned agree that this schedule 13D dated August 28, 2008 relating to the Common Stock of Tesco Corporation shall be filed on behalf of the undersigned. Centennial Energy Partners, L.P. Centennial Energy Partners, L.L.C. By: /s/ Peter K. Seldin By: /s/ Peter K. Seldin Peter K. Seldin Peter K. Seldin Centennial Energy Partners, L.L.C. Managing Member General Partner Hoyt Farm Partners, L.P. By: /s/ Peter K. Seldin Peter K. Seldin By: /s/ Peter K. Seldin Peter K. Seldin Centennial Energy Partners, L.L.C. General Partner Quadrennial Partners, L.P. By: /s/ Peter K. Seldin Peter K. Seldin Centennial Energy Partners, L.L.C. General Partner Centennial Energy Partners V, L.P. By: /s/ Peter K. Seldin Peter K. Seldin Centennial Energy Partners, L.L.C. General Partner -----END PRIVACY-ENHANCED MESSAGE-----