SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
November 19, 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))
<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): 2.17%
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: 113,595
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 113,595
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
113,595
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.24%
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: 104,350
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 104,350
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
104,350
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: 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: 26,150
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 26,150
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
26,150
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.29%
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 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: -0-
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.00%
14) Type of Reporting Person: 00
<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: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.00%
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: 244,095
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 244,095
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
244,095
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 2.67%
14) Type of Reporting Person: 00
<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: 442,563
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 442,563
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
442,563
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.83%
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: 442,563
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 442,563
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
442,563
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.83%
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: 442,563
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 442,563
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
442,563
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.83%
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): 2.17%
14) Type of Reporting Person: IN
<PAGE>
Item 1. Security and Issuer.
This Amendment 3 to Schedule 13D, originally filed October 14, 1997
(the "Schedule 13D") by Centennial Energy Partners, L.P. et al, 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 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 198,468
shares of the Common Stock, constituting approximately 2.17% of the shares
outstanding; (ii) Energy owns beneficially 113,595 shares of the Common Stock,
constituting approximately 1.24% of the shares outstanding; (iii) Tercentennial
owns beneficially 104,350 shares of Common Stock, constituting approximately
1.14% of the shares outstanding; (iv) Quadrennial owns beneficially 26,150
shares of Common Stock, constituting approximately 0.29% of the shares
outstanding; (v) Management no longer owns any shares of Common Stock; (vi) JHR
& Co. no longer owns any shares of Common Stock; (vii) Centennial LLC owns
beneficially 244,095 shares of Common Stock, representing the shares held by
each of the entities named in (ii) through (iv) above; (viii) each of Joseph H.
Reich, Peter K. Seldin and G. Bryan Dutt own beneficially 442,563 shares of
Common Stock, representing the shares held by each of the entities named in (i)
and (vii) above; and (ix) Tracy S. Nagler owns beneficially 198,468 shares of
Common Stock, representing the shares held by the entity named in (i) above. In
the aggregate, the Reporting Persons beneficially own a total of 442,563 shares
of Common Stock, constituting approximately 4.83% of the shares outstanding.
The percentages used herein are based upon the 9,153,909 shares of Common Stock
stated by the Company to be outstanding as of November 13, 1998 in the
Company's Form 10-Q filed with the SEC for the quarter ended September 30,
1998.
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 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.
(e) The reporting persons ceased to beneficially own more than five
percent of the Common Stock on November 19, 1998.
<PAGE>
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: December 3, 1998
CENTENNIAL ASSOCIATES, L.P.
By: /s/Peter K. Seldin /s/Joseph H. Reich
Peter K. Seldin, Joseph H. Reich
General Partner
CENTENNIAL ENERGY PARTNERS, L.P. /s/Peter K. Seldin
Peter K. Seldin
By: /s/Peter K. Seldin
Peter K. Seldin, Member
Centennial Energy Partners, L.L.C. /s/G. Bryan Dutt
General Partner G. Bryan Dutt
TERCENTENNIAL ENERGY PARTNERS, L.P.
By: /s/Peter K. Seldin /s/Tracy S. Nagler
Peter K. Seldin, Member Tracy S. Nagler
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
CENTENNIAL MANAGEMENT, L.L.C.
By: /s/Peter K. Seldin
Peter K. Seldin
Member
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
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.
October 14, 1998 (350) 0.3125
October 14, 1998 (4,650) 0.3125
October 14, 1998 (25,000) 0.3125
November 5, 1998 (4,650) 0.5800
CENTENNIAL MANAGEMENT, L.L.C.
November 5, 1998 (100) 0.5800
November 6, 1998 (9,900) 0.6875
November 19, 1998 (10,000) 0.4063
November 20, 1998 (10,000) 0.3594
JOSEPH H. REICH & CO., INC.
November 5, 1998 (9,150) 0.5800
November 19, 1998 (10,000) 0.4063
Page 10 of 15
