SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
August 8, 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))
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): 2.23%
14) Type of Reporting Person: PN
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: 148,245
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 148,245
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
148,245
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.66%
14) Type of Reporting Person: PN
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): 1.17%
14) Type of Reporting Person: PN
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
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: 30,000
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 30,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
30,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.34%
14) Type of Reporting Person: 00
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: 19,150
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
19,150
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.21%
14) Type of Reporting Person: CO
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: 278,745
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 278,745
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
278,745
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 3.13%
14) Type of Reporting Person: 00
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: 507,213
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 526,363
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
526,363
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 5.90%
14) Type of Reporting Person: IN
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: 507,213
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 526,363
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
526,363
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 5.90%
14) Type of Reporting Person: IN
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: 507,213
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 526,363
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
526,363
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 5.90%
14) Type of Reporting Person: IN
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): 2.23%
14) Type of Reporting Person: IN
Item 1. Security and Issuer.
This Amendment 2 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is hereby supplemented by the addition of
the following:
The purchase price (including commissions, if any) of $10,625 for
the 10,000 shares of the Common Stock purchased by Management was furnished from
working capital of Overseas.
Item 5. Interest in Securities of the Issuer.
The change in beneficial ownership reported herein is the result of the
expiration of previously reported options. Items 5 (a) and 5 (c) of Schedule 13D
are hereby amended and restated in their entirety as follows:
(a) As of the date hereof, (i) Centennial owns beneficially 198,468
shares of the Common Stock, constituting approximately 2.23% of the shares
outstanding; (ii) Energy owns beneficially 148,245 shares of the Common Stock,
constituting approximately 1.66% of the shares outstanding; (iii) Tercentennial
owns beneficially 104,350 shares of Common Stock, constituting approximately
1.17% of the shares outstanding; (iv) Quadrennial owns beneficially 26,150
shares of Common Stock, constituting approximately 0.29% of the shares
outstanding; (v) Management owns beneficially 30,000 shares of Common Stock,
constituting approximately 0.34% of the shares outstanding, such shares being
held by Overseas, a fund managed by Management under an investment management
agreement; (vi) JHR & Co. owns beneficially 19,150 shares of Common Stock,
constituting approximately 0.21% of the shares outstanding, such shares being
held by it in a discretionary account (the "Managed Account") managed by JHR &
Co; (vii) Centennial LLC owns beneficially 278,745 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 526,363 shares of Common Stock, representing the shares held by
each of the entities named in (i), (v), (vi) 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 526,363 shares of Common Stock, constituting
approximately 5.90% of the shares outstanding. The percentages used herein are
based upon the 8,913,909 shares of Common Stock stated by the Company to be
outstanding as of August 14, 1998 in the Company's Form 10-Q filed with the SEC
for the quarter ended June 30, 1998.
(c) In addition to the purchase of shares of Common Stock pursuant to
the Subscription Agreement, Management purchased 10,000 shares of Common Stock
on August 4, 1998 at a per share purchase price of $1.0625 in an open market
transaction. 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.
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: August 20, 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
Page 3 of 14
