UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
3DX Technologies Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
88554G109
(CUSIP Number)
----------------------
- ---------------------------------
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
SCHEDULE 13G
CUSIP NO. 88554G109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citi Growth Fund L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 5 SOLE VOTING POWER 727,477
SHARES
BENEFICIALLY 6 SHARED VOTING POWER - 0 -
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 727,477
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER - 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
727,477
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
/ /
(9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP NO. 88554G109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Atlantic Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 5 SOLE VOTING POWER 727,477
SHARES
BENEFICIALLY 6 SHARED VOTING POWER - 0 -
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 727,477
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER - 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
727,477
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
/ /
(9)EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP NO. 88554G109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jon W. Bayless, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5 SOLE VOTING POWER 727,477
SHARES
BENEFICIALLY 6 SHARED VOTING POWER - 0 -
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 727,477
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER - 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
727,477
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
/ /
(9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP NO. 88554G109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jon W. Bayless
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER 770,573
SHARES
BENEFICIALLY 6 SHARED VOTING POWER - 0 -
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 770,573
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER - 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
770,573
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
/ /
(9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP NO. 88554G109
ITEM 1 (A) NAME OF ISSUER
3DX Technologies Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
12012 Wickchester, Suite 250
Houston, Texas 77079
ITEM 2 (A) NAMES OF PERSONS FILING
This Schedule 13G is filed by the following persons: (1) Citi
Growth Fund, L.P ("Citi Growth"), (ii) Atlantic Partners
L.P. ("Atlantic Partners"), (iii) Jon W. Bayless, Inc.
("Bayless Inc.") and (iv) Jon W. Bayless ("Bayless").
Bayless is the sole stockholder of Bayless Inc. which is the
sole general partner of Atlantic Partners. Atlantic Partners
is the sole general partner of Citi Growth.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE, RESIDENCE
The address of the principal business office of each of Citi
Growth, Atlantic Partners and Bayless Inc. is c/o Sycamore
Partners, 989 Lenox Drive, Lawrenceville, New Jersey 08648. The
address of the principal business office of Bayless is Two
Galleria Tower, 13455, Noel Road, Suite 1670, Dallas, Texas
75240.
(C) CITIZENSHIP
Citi Growth is a Cayman Islands limited partnership, Atlantic
Partners is a Cayman Island limited partnership. Bayless Inc.
is a Delaware corporation. Bayless is a citizen of the United
States.
(D) TITLE OF CLASS OF SECURITIES
This Schedule 13G relates to shares of Common Stock, par value
$.01 per share (the "Common Stock") of the Issuer.
(E) CUSIP NUMBER
88554G109
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
<PAGE>
SCHEDULE 13G
CUSIP No. 88554G109
(a) / / Broker or dealer registered under Section 15 of the Act,
(b)/ / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in Section 3(a)(19)
of the Act,
(d) / / Investment Company registered under Section 8 of
the Investment Company Act,
(e) / / Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
13d-1(b)(1)(ii)(F),
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7,
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
This statement is not being filed pursuant to Rule 13d-1(b) or Rule
13d-2(b).
ITEM 4 OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED
(i) Each of Citi Growth, Atlantic Partners and Bayless Inc.
beneficially owns 727,477 shares of Issuer's Common Stock.
(ii) Bayless beneficially owns 770,573 shares of Issuer's
Common Stock.
(B) PERCENT OF CLASS1
(i) Each of Citi Growth, Atlantic Partners and Bayless Inc. --
10.0%
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1 According to most recent available filing with the Securities and
Exchange Commission in which such number is required to be indicated
and after giving effect to (i) the issuance of 375,000 shares of
Issuer's Common Stock in connection with an over-allotment option
which was exercised in full on January 17, 1997 and (ii) the
utilization of a cashless exercise provision in connection with the
exercise by the filing person of certain warrants for shares of the
Issuer's capital stock.
<PAGE>
SCHEDULE 13G
CUSIP No. 88554G109
(ii) Bayless -- 10.6%
(C) (I) NUMBER OF SHARES AS TO WHICH EACH OF CITI GROWTH, ATLANTIC
PARTNERS AND BAYLESS INC. HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 727,477 shares
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: -0-
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
727,477 shares
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
-0-
(C)(2)NUMBER OF SHARES AS TO WHICH BAYLESS HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 770,573 shares
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: None
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
770,573 shares
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
None
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
<PAGE>
SCHEDULE 13G
CUSIP No. 8854G109
Not applicable.
ITEM 10 CERTIFICATION
Not applicable.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Schedule 13G is true, complete and correct.
CITI GROWTH FUND, L.P.
By: CIBC BANK AND TRUST COMPANY
(CAYMAN LIMITED)
As Agent for Atlantic Partners, LP.,
Its general partner
Dated: February 14, 1997 By:s/s M.F.B. Gillooly
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Name: M.F.B. Gilloly
Title: Deputy Managing Director Trust Division
Dated: February 14, 1997 By:s/s Richard McMillan
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Name: Richard McMillan
Title: Senior Trust Officer
ATLANTIC PARTNERS, LP.
By: JON W. BAYLESS, INC.
Its General Partner
Dated: February 14, 1997 By: /s/ Jon W. Bayless
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Name: Jon W. Bayless
Title: President
<PAGE>
SCHEDULE 13G
CUSIP No. 88554G109
JON W. BAYLESS, INC.
Dated: February 14, 1997 By: /s/ Jon W. Bayless
_____________________________________
Name: Jon W. Bayless
Title: President
Dated: February 14, 1997 /s/ Jon W. Bayless
____________________________________
Jon W. Bayless
<PAGE>
EXHIBIT INDEX
EXHIBIT
1. Joint Filing Agreement
<PAGE>
EXHIBIT 1
THIS DOCUMENT HAS BEEN SIGNED IN COUNTERPART
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13G (including amendments thereto) with respect
to the common stock of 3DX Technologies Inc., and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. In evidence
thereof each of the undersigned, being duly authorized, hereby execute this
Agreement on the date set forth opposite its or his name.
CITI GROWTH FUND, L.P.
By: CIBC BANK AND TRUST COMPANY
(CAYMAN LIMITED)
As Agent for Atlantic Partners, LP.,
Its general partner
Dated: February 14, 1997 By:s/s M.F.B. Gillooly
----------------------------------------------
Name: M.F.B. Gilloly
Title: Deputy Managing Director Trust Division
Dated: February 14, 1997 By:s/s Richard McMillan
----------------------------------------------
Name: Richard McMillan
Title: Senior Trust Officer
ATLANTIC PARTNERS, LP.
By: JON W. BAYLESS, INC.
Its General Partner
Dated: February 14, 1997 By: /s/ Jon W. Bayless
----------------------------------------------
Name: Jon W. Bayless
Title: President
<PAGE>
JON W. BAYLESS, INC.
Dated: February 14, 1997 By: /s/ Jon W. Bayless
---------------------------------------------
Name: Jon W. Bayless
Title: President
Dated: February 14, 1997 /s/ Jon W. Bayless
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Jon W. Bayless
