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))
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.<PAGE>
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
<PAGE>
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
<PAGE>
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
