-----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, VazdzUcQRvZhNv4rgB3iaQSzKGEysV99p8ym0KW5NLt8GtVGHYoKHtckYhIGNIrn i4/U8dY048DT9y2b4ueGfA== 0001035917-98-000004.txt : 19980720 0001035917-98-000004.hdr.sgml : 19980720 ACCESSION NUMBER: 0001035917-98-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980717 SROS: NASD GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L P GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L.L.C. GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L.P GROUP MEMBERS: CENTENNIAL MANAGEMENT L.L.C. GROUP MEMBERS: G. BRYAN DUTT GROUP MEMBERS: JOSEPH H. REICH GROUP MEMBERS: JOSEPH H. REICH & CO., INC GROUP MEMBERS: PETER K. SELDIN GROUP MEMBERS: PUMPKIN FOUNDATION GROUP MEMBERS: QUADRENNIAL PARTNERS L.P. GROUP MEMBERS: TERCENTENNIAL ENERGY PARTNERS L.P. GROUP MEMBERS: XANADU PARTNERS 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: 98667738 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. 1 )* 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 2, 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)) 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: 1,290,470 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 1,290,470 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,290,470 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 4.13% 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: 768,960 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 768,960 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 768,960 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 2.46% 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: 199,450 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 199,450 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 199,450 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.64% 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 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: 329,690 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 329,690 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 329,690 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 1.05% 14) Type of Reporting Person: LLC 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: 72,280 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 72,280 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.23% 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: 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: 2,258,880 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 2,258,880 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,258,880 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 7.22% 14) Type of Reporting Person: LLC Cusip No.: 88157K101 1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above Person: Pumpkin Foundation (13-6279814) 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: 41,012 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 41,012 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 41,012 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.13% 14) Type of Reporting Person: OO Cusip No.: 88157K101 1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above Person: Xanadu Partners (13-3400414) 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: New York Number of (7) Sole Voting Power: 38,349 Shares Beneficially (8) Shared Voting Power: -0- Owned by Each (9) Sole Dispositive Power: 38,349 Reporting Person With (10) Shared Dispositive Power: -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 38,349 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.12% 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 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: 52,522 Shares Beneficially (8) Shared Voting Power: 2,629,582 Owned by Each (9) Sole Dispositive Power: 52,522 Reporting Person With (10) Shared Dispositive Power: 2,701,862 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,754,384 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 8.81% 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: 2,588,570 Owned by Each (9) Sole Dispositive Power: 16,083 Reporting Person With (10) Shared Dispositive Power: 2,660,850 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,676,933 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 8.56% 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: 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: 2,588,570 Owned by Each (9) Sole Dispositive Power: 761 Reporting Person With (10) Shared Dispositive Power: 2,660,850 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,661,611 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 8.51% 14) Type of Reporting Person: IN Item 1. Security and Issuer. This Amendment 1 to Schedule 13D, originally filed November 24,1997 (the "Schedule 13D") by Centennial Energy Partners, 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. 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 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) Quadrennial Partners, L.P. ("Quadrennial"), a Delaware limited partnership, with respect to Common Stock held by it; (iv) 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; (v) 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.; (vi) Centennial Energy Partners, L.L.C. ("Centennial LLC") with respect to shares of Common Stock held by each of the entities named in (i) through (iii) above; (vii) Pumpkin Foundation ("Pumpkin"), a New York Charitable Trust, with respect to Common Stock held by it; (viii) Xanadu Partners, ("Xanadu"), a New York general partnership, with respect to Common Stock held by it; (ix) Joseph H. Reich, with respect to shares of Common Stock held by him, such shares held in Individual Retirement Account and by each of the entities named in (iv) through (viii), above; (x) Peter K. Seldin, with respect to shares of Common Stock held individually and by the entities named in (iv) through (vi) above; and (xi) G. Bryan Dutt, with respect to shares of Common Stock held individually and by the entities named in (iv) through (vi) above. Energy, Tercentennial and Quadrennial are collectively referred to herein as the "Partnerships". Energy, Tercentennial, Quadrennial, Management, JHR & Co., Centennial LLC, Pumpkin, Xanadu, Mr. Reich, Mr. Seldin, and Mr. Dutt are collectively referred to herein as the "Reporting Persons". 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 the Partnerships. 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. The Trustees of Pumpkin include Mr. Reich. The Managing General Partner of Xanadu is Mr. Reich. 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 principal business of Pumpkin is a 501(c)(3) Charitable Organization. The principal business of Xanadu is that of engaging in the purchase and sale of securities for investment for its own account. The present principal occupation of Mr. Reich is Managing Member of Centennial LLC and Management, President of JHR & Co., Trustee of Pumpkin and Managing General Partner of Xanadu. Mr. Seldin's present principal occupation is member of Centennial LLC and Management and Vice President of JHR & Co. Mr. Dutt's present principal occupation is member of Centennial LLC and Management 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) The Partnerships are Delaware limited partnerships. JHR & Co. is a New York Corporation. Centennial LLC and Management are Delaware Limited Liability Companies. Pumpkin is a New York Charitable Trust. Xanadu is a New York general partnership. Mr. Reich, Mr. Seldin and Mr. Dutt 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 $4,938,949 for the 449,720 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 $2,830,350 for the 256,760 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 $636,348 for the 53,300 shares of the Common Stock purchased by Quadrennial was furnished from contributions made to Quadrennial by the partners of Quadrennial. The purchase price (including commissions, if any) of $3,415,294 for the 329,690 shares of the Common Stock purchased by Management was furnished from working capital of Overseas. The purchase price (including commissions, if any) of $326,545 for the 29,630 shares of the Common Stock purchased by JHR & Co. was furnished from working capital of the Managed Account. 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) Energy owns beneficially 1,290,470 shares of the Common Stock, constituting approximately 4.13% of the shares outstanding (ii) Tercentennial owns beneficially 768,960 shares of Common Stock, constituting approximately 2.46% of the shares outstanding, (iii) Quadrennial owns beneficially 199,450 shares of Common Stock, constituting approximately 0.64% of the shares outstanding, (iv) Management owns beneficially 329,690 shares of Common Stock, constituting approximately 1.05% of the shares outstanding, such shares being held by Overseas, a fund managed by Management under an investment management agreement; (v) JHR & Co. owns beneficially 72,280 shares of Common Stock, constituting approximately 0.23% of the shares outstanding, such shares being held by it in a discretionary account (the "Managed Account") managed by JHR & Co, (vi) Centennial LLC owns beneficially 2,258,880 shares of Common Stock, representing the shares held by each of the entities named in (i) through (iii) above, (vii) Pumpkin owns bene- ficially 41,012 shares of Common Stock, constituting approximately 0.13% of the shares outstanding, (viii) Xanadu owns beneficially 38,349 shares of Common Stock, constituting approximately 0.12% of the shares outstanding, (ix) Joseph H. Reich owns beneficially 2,754,384 shares of Common Stock, representing the shares held by him, such shares held in an Individual Retirement Account and the entities named in (iv) through (viii) above, (x) Peter K. Seldin owns beneficially 2,676,933 shares of Common Stock, representing the shares held by him and the entities named in (iv) through (vi) above, and (xi) G. Bryan Dutt owns beneficially 2,661,611 shares of Common Stock, representing the shares held by him and the entities named in (iv) through (vi) above. In the aggregate, the Reporting Persons beneficially own a total of 2,771,228 shares of Common Stock, constituting approximately 8.86% of the shares outstanding. The percentages used herein are based upon the 31,275,764 shares of Common Stock stated by the Company to be outstanding as of May 31, 1998. This information was provided by the Company over the telephone. 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) All transactions in the Common Stock effected during the last 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 60 day period ending on the date hereof. 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. 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 16, 1998 CENTENNIAL ENERGY PARTNERS, L.P. By: /s/ Joseph H. Reich By: /s/ Joseph H. Reich Joseph H. Reich, Managing Member Joseph H. Reich Centennial Energy Partners, L.L.C. General Partner TERCENTENNIAL ENERGY PARTNERS, L.P. By: /s/Peter K. Seldin Peter K. Seldin By: /s/ Joseph H. Reich Joseph H. Reich, Managing Member By: /s/ G. Bryan Dutt Centennial Energy Partners, L.L.C. G. Bryan Dutt General Partner QUADRENNIAL PARTNERS, L.P. By: /s/ Joseph H. Reich Joseph H. Reich, Managing Member Centennial Energy Partners, L.L.C. General Partner CENTENNIAL MANAGEMENT, L.L.C. By: /s/ Joseph H. Reich Joseph H. Reich Member JOSEPH H. REICH & CO., INC. By: /s/ Joseph H. Reich Joseph H. Reich, President CENTENNIAL ENERGY PARTNERS, L.L.C. By: /s/ Joseph H. Reich Joseph H. Reich, Managing Member PUMPKIN FOUNDATION By: /s/ Joseph H. Reich Joseph H. Reich, Trustee XANADU PARTNERS By: /s/ Joseph H. Reich Joseph H. Reich, Managing General Partner OPEN MARKET TRANSACTIONS Schedule A Date of No. of Shares Price Per Share Transaction Purchased\(Sold) Excluding Commissions if any CENTENNIAL ENERGY PARTNERS, L.P. June 1, 1998 60,000 12.3500 July 2, 1998 2,170 9.9148 July 2, 1998 165,000 9.6501 July 6, 1998 25,000 9.5074 July 6, 1998 50,000 8.8321 July 8, 1998 6,250 8.9819 July 14, 1998 9,100 8.6622 July 15, 1998 3,100 9.2739 July 15, 1998 35,200 9.5709 TERCENTENNIAL ENERGY PARTNERS, L.P. June 1, 1998 40,000 12.3500 July 2, 1998 860 9.9148 July 2, 1998 65,000 9.6501 July 6, 1998 5,000 9.5074 July 6, 1998 10,000 8.8321 July 8, 1998 12,500 8.9819 July 14, 1998 9,000 8.6622 July 15, 1998 3,000 9.2739 July 15, 1998 35,200 9.5709 QUADRENNIAL PARTNERS, L.P. June 1, 1998 10,000 12.3500 July 2, 1998 200 9.9148 July 2, 1998 15,000 9.6501 July 6, 1998 2,500 9.5074 July 6, 1998 5,000 8.8321 CENTENNIAL MANAGEMENT, L.L.C. May 6, 1998 10,000 14.1611 May 7, 1998 3,500 14.6856 May 11, 1998 2,500 15.1924 May 12, 1998 2,500 15.1706 May 27, 1998 25,000 12.9741 June 1, 1998 35,000 12.3500 June 30, 1998 6,000 10.8287 July 2, 1998 1,640 9.9148 July 2, 1998 124,100 9.6501 July 6, 1998 15,000 9.5074 July 6, 1998 30,000 8.8321 July 8, 1998 6,250 8.9819 July 9, 1998 5,000 8.8996 July 10, 1998 5,000 9.0023 July 14, 1998 20,000 8.6622 July 15, 1998 3,000 9.2739 July 15, 1998 35,200 9.5709 JOSEPH H. REICH & CO., INC. June 1, 1998 5,000 12.3500 July 2, 1998 130 9.9148 July 2, 1998 10,000 9.6501 July 6, 1998 2,500 9.5074 July 6, 1998 5,000 8.8321 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: July 16, 1998 /s/ Joseph H. Reich Joseph H. Reich, as Managing 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., as Managing Member of Centennial Management L.L.C., as President of Joseph H. Reich & Co., Inc., as Trustee of Pumpkin Foundation and as Managing General Partner of Xanadu Partners. ________________________ Joseph H. Reich ________________________ Peter K. Seldin ________________________ G. Bryan Dutt Page 1 of 18 Pages -----END PRIVACY-ENHANCED MESSAGE-----