-----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, WyGy6aWFiuLwnKZVfmcDi54SQcp6Nre6mS1QXWrysM+BE7cVjku5bYVkO0ZF/UIp JjvnWlMzoPFh7rz6cx35DA== 0001035917-97-000018.txt : 19971021 0001035917-97-000018.hdr.sgml : 19971021 ACCESSION NUMBER: 0001035917-97-000018 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971020 SROS: NASD GROUP MEMBERS: CENTENNIAL ASSOCIATES L.P. GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L P GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L.L.C 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: 3DX TECHNOLOGIES INC CENTRAL INDEX KEY: 0000915518 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760386601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49753 FILM NUMBER: 97698031 BUSINESS ADDRESS: STREET 1: 12012 WICKCHESTER STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815793390 MAIL ADDRESS: STREET 1: 12012 WICKCHESTER STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77079 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. )* 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) October 14, 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.: 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): 2.75% 14) Type of Reporting Person: PN 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: 82,041 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 82,041 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 82,041 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 1.14% 14) Type of Reporting Person: PN 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: 59,350 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 59,350 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 59,350 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.82% 14) Type of Reporting Person: PN 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: 16,150 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 16,150 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 16,150 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 0.22% 14) Type of Reporting Person: PN 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: 9,150 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 9,150 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: CO 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: 157,541 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 157,541 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 157,541 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 2.18% 14) Type of Reporting Person: LLC 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: 356,009 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 365,159 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 365,159 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 5.06% 14) Type of Reporting Person: IN 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: 356,009 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 365,159 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 365,159 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 5.06% 14) Type of Reporting Person: IN 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: 356,009 Owned by Each (9) Sole Dispositive Power: -0- Reporting Person With (10) Shared Dispositive Power: 365,159 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 365,159 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 5.06% 14) Type of Reporting Person: IN 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): 2.75% 14) Type of Reporting Person: IN Item 1. Security and Issuer. This 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. (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) 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 (ii) through (iv) bove, (vii) 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) and (vi) above, and (viii) 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, 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. 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 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 President of JHR & Co. Mr. Seldin's present principal occupation is General Partner of Centennial, member of Centennial LLC and Vice President of JHR & Co. Mr. Dutt's present principal occupation is General Partner of Centennial, member of Centennial LLC 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. 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. The purchase price (including commissions, if any) of $304,220 for the 198,468 shares of the Common Stock purchased by Centennial was furnished from contributions made to Centennial by the partners of Centennial. The purchase price (including commissions, if any) of $540,326 for the 82,041 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 $580,450 for the 59,350 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 $129,125 for the 16,150 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 $71,750 for the 9,150 shares of the Common Stock purchased by JHR & Co. was furnished from working capital of the Managed Account. Item 4. Purpose of Transaction. The purpose of the acquisition of shares of Common Stock by the Reporting 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. Such entities and 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. (a) As of the date hereof, (i) Centennial owns beneficially 198,468 shares of the Common Stock, constituting approximately 2.75% of the shares outstanding (ii) Energy owns beneficially 82,041 shares of the Common Stock, constituting approximately 1.14% of the shares outstanding (iii) Tercentennial owns beneficially 59,350 shares of Common Stock, constituting approximately 0.82% of the shares outstanding, (iv) Quadrennial owns beneficially 16,150 shares of Common Stock, constituting approximately 0.22% of the shares outstanding, (v) JHR & Co. owns beneficially 9,150 shares of Common Stock, constituting approximately 0.13% 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 157,541 shares of Common Stock, representing the shares held by each of the entities named in (ii) through (iv) above, (vii) each of Joseph H. Reich, Peter K. Seldin and G. Bryan Dutt own beneficially 365,159 shares of Common Stock, representing the shares held by each of the entities named in (i), (v) and (vi) above, and (viii) Tracy S. Nagler owns beneficially 198,468 shares of Common Stock, representing the shares held by entity named in (i) above. In the aggregate, the Reporting Persons beneficially own a total of 365,159 shares of Common Stock, constituting approximately 5.06% of the shares outstanding. The percentages used herein are based upon the 7,218,177 shares of Common Stock stated by the Company to be outstanding as of July 31, 1997 in the Company's Form 10-Q filed with the SEC for the quarter ended June 30, 1997. (b) The Partnerships have the power to vote and to dispose of the shares of Common Stock owned by it, which power may be exercised by the general partners of the Partnerships. JHR & Co. has the power to dispose of the shares of Common Stock held by it in the Managed Account, which power may be exercised by the employess of JHR & Co. who have investment authority. Pursuant to an investment management agreement, the Managed Account client retains the right to vote the shares of Common Stock held in the Managed Account. (c) 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. (d) No person other than each respective record owner referred to herein of the Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of the sale of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. 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. SIGNATURE S 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 20, 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, 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 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 Schedule A OPEN MARKET TRANSACTIONS Date of No. of Shares Price Per Share Transaction Purchased\(Sold) (Excluding Commissions, if any) Centennial Energy Partners, L.P. October 13, 1997 5,000 8.1250 October 14, 1997 4,650 8.0000 October 14, 1997 25,000 7.5000 Tercentennial Energy Partners, L.P. October 14, 1997 4,650 8.0000 October 14, 1997 16,700 7.5000 Quadrennial Partners, L.P. October 9, 1997 12,000 8.1667 October 14, 1997 4,150 7.5000 Joseph H. Reich & Co., Inc. October 13, 1997 5,000 8.1250 October 14, 1997 4,150 7.5000 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: October 20, 1997 /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. 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 -----END PRIVACY-ENHANCED MESSAGE-----