<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 240.13D-1(B), (C) and AMENDMENTS THERETO FILED
PURSUANT TO 240.13D-2
(Amendment No. 1)*
3DX TECHNOLOGIES INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88554G109
(CUSIP Number)
June 10, 1998
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 1 OF 8 PAGES
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SCHEDULE 13G
CUSIP No. 88554G109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Chaney & Partners 1993 L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 340,825
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 340,825
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,825
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.82%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
PN
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(1) Based on 8,913,909 shares of Common Stock believed to be issued
and outstanding as of June 10, 1998.
PAGE 2 OF 8 PAGES
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SCHEDULE 13G
CUSIP No. 88554G109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Chaney & Partners II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 45,454
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 45,454
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,454
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.51%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
PN
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(1) Based on 8,913,909 shares of Common Stock believed to be issued
and outstanding as of June 10, 1998.
PAGE 3 OF 8 PAGES
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SCHEDULE 13G
CUSIP No. 88554G109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Chaney & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(See Instructions) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 386,279
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 386,279
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
386,279
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.33%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
CO
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(1) Based on 8,913,909 shares of Common Stock believed to be issued
and outstanding as of June 10, 1998.
PAGE 4 OF 8 PAGES
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SCHEDULE 13G
CUSIP No. 88554G109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Chaney
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 386,279
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 386,279
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
386,279
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.33%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Based on 8,913,909 shares of Common Stock believed to be issued
and outstanding as of June 10, 1998.
PAGE 5 OF 8 PAGES
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ITEM 1.
No modification.
ITEM 2.
No modification.
ITEM 3.
No modification.
ITEM 4. OWNERSHIP
Subsection b of Item 4 is amended and restated in its entirety as follows:
(b) Percent of class: 4.33%.
(i) 1993 L.P. - 3.82%
(ii) II L.P. - .51%
(iii) Each of Chaney & Co. and Chaney - 4.33%
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Item 5 is amended and restated in its entirety as follows:
If the statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [X]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
No modification.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
No modification.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
No modification.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
No modification.
PAGE 6 OF 8 PAGES
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ITEM 10. CERTIFICATION
No modification.
PAGE 7 OF 8 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
July 14, 1998
R. CHANEY & PARTNERS 1993 L.P.
By: R. Chaney & Co., Inc.,
General Partner
By: /s/ Robert H. Chaney
-----------------------------
Robert H. Chaney,
Chief Executive Officer
R. CHANEY & PARTNERS II L.P.
By: R. Chaney & Co., Inc.,
General Partner
By: /s/ Robert H. Chaney
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Robert H. Chaney,
Chief Executive Officer
R. CHANEY & CO., INC.
By: /s/ Robert H. Chaney
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Robert H. Chaney,
Chief Executive Officer
/s/ Robert H. Chaney
----------------------------------------
Robert H. Chaney,
Sole Shareholder of R. Chaney & Co., Inc.
PAGE 8 OF 8 PAGES
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INDEX TO EXHIBITS
Exhibit No. Description
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1 Joint Reporting Agreement dated as of May 2, 1997 by and among R.
Chaney & Partners 1993 L.P., R. Chaney & Partners II L.P., R.
Chaney & Co., Inc. and Robert H. Chaney (incorporated by reference
from Schedule 13-D filed by reporting persons on May 6, 1997)
