-----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, F9vTrfigQx0Dsf0p0qmEVBcoskrYR8gUPW4jTTBovkLs3QwBBRoCJTz+T4wWsISW MQjeJfczgGLsNsykumRs7g== 0001035917-97-000013.txt : 19970722 0001035917-97-000013.hdr.sgml : 19970722 ACCESSION NUMBER: 0001035917-97-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970721 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 S. 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: 1934 Act SEC FILE NUMBER: 005-51291 FILM NUMBER: 97643004 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. 2 )* 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) July 10, 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: 332,450 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 332,450 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 332,450 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 1.20% 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: 1,060,200 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 1,060,200 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,060,200 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 3.81% 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: 610,500 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 610,500 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 610,500 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 2.20% 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: 209,600 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 209,600 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 209,600 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.75% 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: 70,850 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 70,850 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.25% 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: -0- Shares Beneficially (8) Shared Voting Power: 2,212,750 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 2,283,600 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,283,600 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 8.21% 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: -0- Shares Beneficially (8) Shared Voting Power: 2,212,750 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 2,283,600 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,283,600 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 8.21% 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: -0- Shares Beneficially (8) Shared Voting Power: 2,212,750 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 2,283,600 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,283,600 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 8.21% 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: -0- Shares Beneficially (8) Shared Voting Power: 2,212,750 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 2,212,750 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,212,750 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 7.96% 14) Type of Reporting Person: IN This Amendment No. 2 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 $65,533 for the 5,000 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 $890,318 for the 69,100 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 $393,936 for the 30,300 shares of the Common Stock purchased by Quadrennial was furnished from contributions made to Quadrennial by the partners of Quadrennial. 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 332,450 shares of the Common Stock, constituting approximately 1.20% of the shares outstanding (ii) Energy owns beneficially 1,060,200 shares of the Common Stock, constituting approximately 3.81% of the shares outstanding (iii) Tercentennial owns beneficially 610,500 shares of Common Stock, constituting approximately 2.20% of the shares outstanding, (iv) Quadrennial owns beneficially 209,600 shares of Common Stock, constituting approximately 0.75% of the shares outstanding, (v) JHR & Co. owns beneficially 70,850 shares of Common Stock, constituting approximately 0.25% of the shares outstanding, such shares being held by it in a discretionary account (the "Managed Account") managed by JHR & Co, (vi) each of Joseph H. Reich, Peter K. Seldin and Tracy S. Nagler own beneficially 2,283,600 shares of Common Stock, representing the shares held by each of the entities named in (i) through (v) above, and (vii) G. Bryan Dutt owns beneficially 2,212,750 shares of Common Stock, representing the shares held by the entity named in (i) through (iv) above. In the aggregate, the Reporting Persons beneficially own a total of 2,283,600 shares of Common Stock, constituting approximately 8.21% of the shares outstanding. The percentages used herein are based upon the 27,810,014 shares of Common Stock stated by the Company to be outstanding as of May 31, 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) All transactions in the Common Stock effected during the past 60 days by the Reporting Persons are set forth in Schedule A hereto. All such transactions were open market transactions. 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: July 21, 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 ASSOCIATES, L.P. June 25, 1997 (16,400) 13.0777 July 10, 1997 (16,700) 13.2708 July 10, 1997 (25,000) 13.2824 July 11, 1997 ( 8,300) 13.3114 CENTENNIAL ENERGY PARTNERS, L.P. May 15, 1997 (95,000) 13.1712 May 21, 1997 (30,000) 13.6064 May 22, 1997 ( 6,800) 14.0717 May 23, 1997 ( 1,400) 14.0491 May 27, 1997 ( 5,600) 14.4175 June 5, 1997 ( 2,500) 14.4007 June 6, 1997 ( 2,000) 14.3352 June 6, 1997 (40,000) 14.3682 June 11, 1997 5,000 13.0465 June 12, 1997 ( 6,200) 13.3612 TERCENTENNIAL ENERGY PARTNERS, L.P. May 13, 1997 2,400 12.6228 June 10, 1997 3,300 13.3276 June 10, 1997 50,000 12.9842 June 11, 1997 5,000 13.0465 June 13, 1997 ( 3,750) 13.3863 June 19, 1997 ( 9,300) 13.3449 June 23, 1997 (14,400) 13.2326 July 15, 1997 (18,000) 13.5800 July 16, 1997 (10,000) 13.7193 July 17, 1997 (10,000) 13.8039 July 18, 1997 ( 5,700) 13.5946 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. May 15, 1997 ( 5,000) 13.1712 June 6, 1997 ( 500) 14.3352 June 6, 1997 (10,000) 14.3682 June 10, 1997 1,700 13.3276 June 10, 1997 25,000 12.9842 June 13, 1997 ( 1,250) 13.3863 June 26, 1997 3,600 12.4600 July 15, 1997 ( 7,000) 13.5800 July 16, 1997 ( 4,300) 13.7193 July 17, 1997 ( 5,000) 13.8039 JOSEPH H. REICH & CO., INC. May 22, 1997 ( 6,800) 14.0717 May 23, 1997 ( 1,400) 14.0491 -----END PRIVACY-ENHANCED MESSAGE-----