UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
3DX TECHNOLOGIES INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
88554G109
(CUSIP Number)
Kevin S. Moore With copies to:
c/o Ninth Floor Corporation Charles D. Bybee, Esq.
One Rockefeller Plaza, 31st Floor Davis, Graham & Stubbs LLP
New York, NY 10020 370 17th Street, Suite 4700
(212) 977-6900 Denver, Colorado 80202
(303) 892-9400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 10, 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 o.
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).
Page 1 of 6 pages
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CUSIP No. 88554G109 SCHEDULE 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CWS Limited-Liability Company #13-3758882
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,000,002 (See Item 5)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 3,078,155 (See Item 6)
WITH
9 SOLE DISPOSITIVE POWER
2,000,002 (See Item 5)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,078,157 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 51.1% based upon 8,810,941 shares of Common Stock
outstanding as of the date hereof and the Option Shares.
14 TYPE OF REPORTING PERSON*
OO
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CWS Limited-Liability Company June 10, 1998
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, $.01 par value per
share (the "Common Stock"), of 3DX Technologies Inc. (the "Company"). The
address of the Company's principal executive offices is 12012 Wickchester, Suite
250, Houston, Texas 77079.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is being filed by CWS Limited-Liability
Company (the "Reporting Person"). The Reporting Person is a Nevada limited
liability company that was formed to acquire and hold for investment (i)
interests in partnerships and limited liability companies in the oil and gas
exploration and production business and (ii) stocks, bonds and other marketable
securities. The principal business and office address of the Reporting Person is
One Rockefeller Plaza, 31st Floor, New York, New York 10020. The manager of the
Reporting Person is Ninth Floor Corporation, a New York corporation, whose
principal business address is One Rockefeller Plaza, 31st Floor, New York, New
York 10020.
(d) - (e) During the last five years, neither the Reporting Person
nor its manager, Ninth Floor Corporation, has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All of the shares of Company Common Stock owned by the Reporting
Person were purchased in accordance with the terms of that Common Stock
Subscription Agreement, dated as of June 3, 1998 (the "Subscription Agreement"),
by and among the Company and various purchasers including the Reporting Person
(the "Purchasers"). Under the Subscription Agreement, the Reporting Person
purchased 877,228 shares of Common Stock on June 10, 1998 (the "Closing Date"),
in consideration for a cash payment of $1,315,842. In addition, in accordance
with the terms of the Subscription Agreement, the Reporting Person has the
option to purchase 1,122,774 shares of Common Stock (the "Option Shares") within
sixty days of the Closing Date. The Option Shares may be purchased at a purchase
price of $1.50 per share.
The funds used for the purchase of the Common Stock were contributed
to the Reporting Person by its members.
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CWS Limited-Liability Company June 10, 1998
ITEM 4. PURPOSE OF TRANSACTION.
All of the shares of Common Stock have been acquired for investment.
The Reporting Person has not acquired the securities with any purpose, or with
the effect of, changing or influencing the control of the Company, or in
connection with or as a participant in any transaction having that purpose or
effect. Any decision of the Reporting Person either to purchase additional
shares of Company Common Stock or to dispose of any shares will take into
account various factors, including general economic conditions and money and
stock market conditions.
The Reporting Person currently does not have any plans or proposals
of the type set forth in paragraphs (a) through (j) of Item 4 of Schedule D,
except as follows:
(a) pursuant to the terms of the Subscription Agreement,
the Reporting Person has the option to purchase the Option Shares.
(b) pursuant to the terms of the Subscription Agreement,
the Company is required to submit to its stockholders a proposal for
the adoption and approval of a one for five reverse stock split with
respect to all of the outstanding Company Common Stock.
(d) pursuant to the terms of the Subscription Agreement,
the Reporting Person, together with the other Purchasers, has the
right, subject to certain events, to (i) designate a representative
that is entitled to attend (but not to vote at) all meetings of the
board of directors of the Company and each meeting of any committee
thereof and receive information with respect thereto, or (ii)
designate one individual to be appointed to the Company's board of
directors.
Item 5. Interest in Securities of the Company.
(a) - (b) The Reporting Person beneficially owns 5,078,157 shares of
Company Common Stock, which includes (i) the Option Shares and (ii) shares over
which the Reporting Person currently shares voting power in connection with any
and all meeting of the stockholders of the Company called for the purpose of
considering and approving the stock issuances and other transactions
contemplated by the Subscription Agreement. The Reporting Person's current
beneficial ownership represents approximately 51.1% of the shares of Company
Common Stock. The Reporting Person has sole voting and dispositive power over
2,000,002 shares of Common Stock and shared voting power over 3,078,155 shares
of Common Stock.
(c) Other than the purchase of shares of Common Stock pursuant to the
Subscription Agreement, the Reporting Person has not been involved in any share
transactions involving the Company during the last sixty days.
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CWS Limited-Liability Company June 10, 1998
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
any shares of Company Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
Under the Subscription Agreement, the Company granted to the
Reporting Person an option to purchase the Option Shares.
In connection with the Subscription Agreement, certain parties
entered into a Voting Agreement, dated as of June 3, 1998, for the benefit of
the Purchasers whereby each of such persons agreed to vote the Common Stock
beneficially owned by them in favor of the stock issuances and other
transactions contemplated by the Subscription Agreement at any and all meetings
of the stockholders of the Company called for such purpose and appointed Kevin
S. Moore, an executive officer of the manager of the Reporting Person, and
another individual as their proxy to vote their shares. The parties to such
agreement agreed that until such transactions are consummated, they will not,
directly or indirectly, (i) grant any proxies or enter into any voting trust or
similar agreement with respect to the voting of such party's Common Stock, (ii)
acquire or sell, assign, transfer or otherwise dispose of any of such party's
Common Stock, or (iii) enter into any contract, option or other arrangement or
understanding with respect to the direct or indirect acquisition or sale,
assignment, transfer or other disposition of any shares of Common Stock. The
parties to the Voting Agreement and the number of outstanding shares of Common
Stock beneficially owned by each that are subject to the Voting Agreement are as
follows: C. Eugene Ennis - 269,267 shares; Peter M. Duncan - 355,448 shares;
Douglas C. Nester - 357,448 shares; Joseph Schuchardt, III - 41,699 shares; Jon
W. Bayless - 749,025 shares; Douglas C. Williamson - 721,903 shares; Ronald P.
Nowak - 50,000 shares; Charles E. Edwards - 17,002 shares; Peter K. Seldin -
516,363 shares (3,078,155 shares in the aggregate).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Common Stock Subscription Agreement dated as of June 3,
1998, among the Company, Susan Morrice, Minnowburn
Corporation, CWS Limited-Liability Company, Centennial
Energy Partners, L.P., Tercentennial Energy Partners, L.P.,
Quadrennial Partners, L.P., Centennial Overseas Fund, LTD,
Investment 11, LLC, Donald D. Wolf, Altira Group LLC, James
R. Newell, Alex B. Campbell, Paul D. Favret and Wayne W.
Williamson (incorporated herein by reference to Exhibit 99.1
of the Company's current report on Form 8-K dated June 10,
1998 and filed with the Securities and Exchange Commission
on June 16, 1998).
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CWS Limited-Liability Company June 10, 1998
Exhibit B: Voting Agreement dated as of June 3, 1998 among C. Eugene
Ennis, Peter M. Duncan, Douglas C. Nester, Joseph
Schuchardt, III, Jon W. Bayless, Douglas C. Williamson,
Ronald P. Nowak, Charles E. Edwards and Peter K. Seldin
(incorporated herein by reference to Exhibit 99.2 of the
Company's current report on Form 8-K dated June 10, 1998 and
filed with the Securities and Exchange Commission on June
16, 1998).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 19, 1998 CWS LIMITED-LIABILITY COMPANY
By: Ninth Floor Corporation, its Manager
By: /S/ KEVIN S. MOORE
-------------------------------------
Kevin S. Moore, Vice President
Page 6 of 6 pages
