UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
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)
DECEMBER 30, 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
<PAGE>
CUSIP No. 88554G109 SCHEDULE 13D/A 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 1,347,716
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,347,716
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,347,716
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 14.28% based upon (i) 9,153,854 shares of Common Stock
outstanding as of the date hereof, and (ii) the issuance of 286,411
shares of Common Stock pursuant to certain anti-dilution rights.
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
3DX Technologies Inc. Page 3 of 6 Pages
Schedule 13D/A December 30, 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.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Company Common Stock owned by the Reporting Person were
purchased as follows:
(i) 877,228 shares of Company Common Stock were purchased on June
10, 1998 (the "Closing Date") 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"), in consideration for a cash payment by
the Reporting Person of $1,315,842.
(ii) 295,042 shares of Company Common Stock were purchased on
December 30, 1998 in a private sale by and among Centennial Associates,
L.P., Centennial Energy Partners, L.P., Tercentennial Energy Partners, L.P.
and Quadrennial Partners, L.P. (collectively,
<PAGE>
3DX Technologies Inc. Page 4 of 6 Pages
Schedule 13D/A December 30, 1998
the "Centennial Entities") and various purchasers including the Reporting
Person, in consideration for a cash payment by the Reporting Person of
$88,512.60.
(iii) 190,940 shares of Company Common Stock are required to be
issued to the Reporting Person (but have not been issued as of the date
hereof) in accordance with antidilution rights set forth in the Subscription
Agreement and as a result of the shares purchased by the Reporting Person
under clauses (i) and (ii) of this Item 3.
The funds used for the purchase of the Common Stock were contributed to
the Reporting Person by its members.
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) under the Subscription Agreement, the Reporting Person has the
right to receive additional shares of Company Common Stock if (i) within
six months of the Closing Date, the Company (x) issues shares of Common
Stock (other than as contemplated by this Agreement) in excess of 100,000
shares (and exclusive of share issuances pursuant to the Company's
existing benefit plans) or other securities convertible into shares of
Common Stock at a price, or in the case of convertible securities with any
conversion price, per share of Common Stock that is less than $1.50, or
(y) participates in, or enters into negotiations for, a merger,
consolidation or other business combination transaction that is
consummated (even if consummated beyond such six-month period) whereby the
other party to such transaction acquires more than 50% of the Company's
then issued and outstanding Common Stock or substantially all of the
Company's assets, which transaction results in the Company's Common
Stockholders receiving consideration with a fair market value per share
(determined in good faith by the Company's Board of Directors after
consultation with the Purchasers) that is less than $1.50, or (ii) within
120 days of the Option Closing Date (as such term is defined in the
Subscription Agreement), the Company is unable to cause a registration
statement, covering the shares of Common Stock issued to the Reporting
Person in accordance with the Subscription Agreement, to be filed with and
declared effective by the Securities and Exchange Commission.
<PAGE>
3DX Technologies Inc. Page 5 of 6 Pages
Schedule 13D/A December 30, 1998
(b) - (c) not applicable.
(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.
(e) - (f) not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) - (b) The Reporting Person beneficially owns 1,347,716 shares of
Company Common Stock. The Reporting Person's current beneficial ownership
represents approximately 14.28% of the shares of Company Common Stock. The
Reporting Person has sole voting and dispositive power over 1,347,716 shares of
Company Common Stock.
(c) Other than the purchase of shares of Common Stock from the Centennial
Entities the Reporting Person has not been involved in any share transactions
involving the Company during the last sixty days.
(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.
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).
<PAGE>
3DX Technologies Inc. Page 6 of 6 Pages
Schedule 13D/A December 30, 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: January 10, 1999 CWS LIMITED-LIABILITY COMPANY
By: Ninth Floor Corporation, its Manager
By: /s/ Kevin S. Moore
---------------------------------------
Kevin S. Moore, Vice President
