-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EKcx9bUaOyJDlZw2+n+iLtoK+aGf/KUhVf+ogTje+vremT2aYg8gyrmR4mACRuFm haUgKETRumhQttN1LzxEig== 0000932440-97-000089.txt : 19970222 0000932440-97-000089.hdr.sgml : 19970222 ACCESSION NUMBER: 0000932440-97-000089 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NASD GROUP MEMBERS: ATLANTIC PARTNERS, L.P. GROUP MEMBERS: BAYLESS JON W GROUP MEMBERS: CITI GROWTH FUND, L.P. GROUP MEMBERS: JON W. BAYLESS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3DX TECHNOLOGIES INC CENTRAL INDEX KEY: 0000915518 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760386601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49753 FILM NUMBER: 97536514 BUSINESS ADDRESS: STREET 1: 12012 WICKCHESTER STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 7135793398 MAIL ADDRESS: STREET 1: 12012 WICKCHESTER STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77079 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAYLESS JON W CENTRAL INDEX KEY: 0001026496 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 751741906 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: KELLEY DRYE & WARREN LLP STREET 2: TWO STAMFORD PLAZA 281 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033518113 MAIL ADDRESS: STREET 1: 13455 NOEL ROAD STREET 2: SUITE 1670 CITY: DALLAS STATE: TX ZIP: 75240 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 3DX Technologies Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 88554G109 (CUSIP Number) ---------------------- - --------------------------------- *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). SCHEDULE 13G CUSIP NO. 88554G109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citi Growth Fund L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 5 SOLE VOTING POWER 727,477 SHARES BENEFICIALLY 6 SHARED VOTING POWER - 0 - OWNED BY EACH 7 SOLE DISPOSITIVE POWER 727,477 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 727,477 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW / / (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 88554G109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Atlantic Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 5 SOLE VOTING POWER 727,477 SHARES BENEFICIALLY 6 SHARED VOTING POWER - 0 - OWNED BY EACH 7 SOLE DISPOSITIVE POWER 727,477 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 727,477 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW / / (9)EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 88554G109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jon W. Bayless, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 5 SOLE VOTING POWER 727,477 SHARES BENEFICIALLY 6 SHARED VOTING POWER - 0 - OWNED BY EACH 7 SOLE DISPOSITIVE POWER 727,477 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 727,477 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW / / (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 88554G109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jon W. Bayless 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER 770,573 SHARES BENEFICIALLY 6 SHARED VOTING POWER - 0 - OWNED BY EACH 7 SOLE DISPOSITIVE POWER 770,573 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER - 0 - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 770,573 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW / / (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.6% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 88554G109 ITEM 1 (A) NAME OF ISSUER 3DX Technologies Inc. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 12012 Wickchester, Suite 250 Houston, Texas 77079 ITEM 2 (A) NAMES OF PERSONS FILING This Schedule 13G is filed by the following persons: (1) Citi Growth Fund, L.P ("Citi Growth"), (ii) Atlantic Partners L.P. ("Atlantic Partners"), (iii) Jon W. Bayless, Inc. ("Bayless Inc.") and (iv) Jon W. Bayless ("Bayless"). Bayless is the sole stockholder of Bayless Inc. which is the sole general partner of Atlantic Partners. Atlantic Partners is the sole general partner of Citi Growth. (B) ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE, RESIDENCE The address of the principal business office of each of Citi Growth, Atlantic Partners and Bayless Inc. is c/o Sycamore Partners, 989 Lenox Drive, Lawrenceville, New Jersey 08648. The address of the principal business office of Bayless is Two Galleria Tower, 13455, Noel Road, Suite 1670, Dallas, Texas 75240. (C) CITIZENSHIP Citi Growth is a Cayman Islands limited partnership, Atlantic Partners is a Cayman Island limited partnership. Bayless Inc. is a Delaware corporation. Bayless is a citizen of the United States. (D) TITLE OF CLASS OF SECURITIES This Schedule 13G relates to shares of Common Stock, par value $.01 per share (the "Common Stock") of the Issuer. (E) CUSIP NUMBER 88554G109 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: SCHEDULE 13G CUSIP No. 88554G109 (a) / / Broker or dealer registered under Section 15 of the Act, (b)/ / Bank as defined in Section 3(a)(6) of the Act, (c) / / Insurance Company as defined in Section 3(a)(19) of the Act, (d) / / Investment Company registered under Section 8 of the Investment Company Act, (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F), (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see Item 7, (h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H). This statement is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b). ITEM 4 OWNERSHIP (A) AMOUNT BENEFICIALLY OWNED (i) Each of Citi Growth, Atlantic Partners and Bayless Inc. beneficially owns 727,477 shares of Issuer's Common Stock. (ii) Bayless beneficially owns 770,573 shares of Issuer's Common Stock. (B) PERCENT OF CLASS1 (i) Each of Citi Growth, Atlantic Partners and Bayless Inc. -- 10.0% - -------- 1 According to most recent available filing with the Securities and Exchange Commission in which such number is required to be indicated and after giving effect to (i) the issuance of 375,000 shares of Issuer's Common Stock in connection with an over-allotment option which was exercised in full on January 17, 1997 and (ii) the utilization of a cashless exercise provision in connection with the exercise by the filing person of certain warrants for shares of the Issuer's capital stock. SCHEDULE 13G CUSIP No. 88554G109 (ii) Bayless -- 10.6% (C) (I) NUMBER OF SHARES AS TO WHICH EACH OF CITI GROWTH, ATLANTIC PARTNERS AND BAYLESS INC. HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 727,477 shares (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: -0- (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 727,477 shares (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: -0- (C)(2)NUMBER OF SHARES AS TO WHICH BAYLESS HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 770,573 shares (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: None (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 770,573 shares (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: None ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9 NOTICE OF DISSOLUTION OF GROUP SCHEDULE 13G CUSIP No. 8854G109 Not applicable. ITEM 10 CERTIFICATION Not applicable. SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Schedule 13G is true, complete and correct. CITI GROWTH FUND, L.P. By: CIBC BANK AND TRUST COMPANY (CAYMAN LIMITED) As Agent for Atlantic Partners, LP., Its general partner Dated: February 14, 1997 By:s/s M.F.B. Gillooly ---------------------------------------------- Name: M.F.B. Gilloly Title: Deputy Managing Director Trust Division Dated: February 14, 1997 By:s/s Richard McMillan ---------------------------------------------- Name: Richard McMillan Title: Senior Trust Officer ATLANTIC PARTNERS, LP. By: JON W. BAYLESS, INC. Its General Partner Dated: February 14, 1997 By: /s/ Jon W. Bayless ---------------------------------------------- Name: Jon W. Bayless Title: President SCHEDULE 13G CUSIP No. 88554G109 JON W. BAYLESS, INC. Dated: February 14, 1997 By: /s/ Jon W. Bayless _____________________________________ Name: Jon W. Bayless Title: President Dated: February 14, 1997 /s/ Jon W. Bayless ____________________________________ Jon W. Bayless EXHIBIT INDEX EXHIBIT 1. Joint Filing Agreement EXHIBIT 1 THIS DOCUMENT HAS BEEN SIGNED IN COUNTERPART JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock of 3DX Technologies Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth opposite its or his name. CITI GROWTH FUND, L.P. By: CIBC BANK AND TRUST COMPANY (CAYMAN LIMITED) As Agent for Atlantic Partners, LP., Its general partner Dated: February 14, 1997 By:s/s M.F.B. Gillooly ---------------------------------------------- Name: M.F.B. Gilloly Title: Deputy Managing Director Trust Division Dated: February 14, 1997 By:s/s Richard McMillan ---------------------------------------------- Name: Richard McMillan Title: Senior Trust Officer ATLANTIC PARTNERS, LP. By: JON W. BAYLESS, INC. Its General Partner Dated: February 14, 1997 By: /s/ Jon W. Bayless ---------------------------------------------- Name: Jon W. Bayless Title: President JON W. BAYLESS, INC. Dated: February 14, 1997 By: /s/ Jon W. Bayless --------------------------------------------- Name: Jon W. Bayless Title: President Dated: February 14, 1997 /s/ Jon W. Bayless -------------------------------------------- Jon W. Bayless -----END PRIVACY-ENHANCED MESSAGE-----