-----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, Wlyi0zARLn5dXqjfXxuoKLPolHRP2l9mtKk322vnWvZVcJ8XTx9uwcZd1GqAB/H1 ubaEeg9MYgzle9UrcYlDJQ== 0001035917-98-000013.txt : 19980821 0001035917-98-000013.hdr.sgml : 19980821 ACCESSION NUMBER: 0001035917-98-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980820 SROS: NASD GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L P GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L.L.C. GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS L.P GROUP MEMBERS: CENTENNIAL MANAGEMENT L.L.C. GROUP MEMBERS: G. BRYAN DUTT GROUP MEMBERS: JOSEPH H. REICH GROUP MEMBERS: JOSEPH H. REICH & CO., INC GROUP MEMBERS: PETER K. SELDIN GROUP MEMBERS: PUMPKIN FOUNDATION GROUP MEMBERS: QUADRENNIAL PARTNERS L.P. GROUP MEMBERS: TERCENTENNIAL ENERGY PARTNERS L.P. GROUP MEMBERS: XANADU PARTNERS 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 13D SEC ACT: SEC FILE NUMBER: 005-49753 FILM NUMBER: 98695273 BUSINESS ADDRESS: STREET 1: 12012 WICKCHESTER STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815793398 MAIL ADDRESS: STREET 1: 12012 WICKCHESTER STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77079 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL ENERGY PARTNERS L P CENTRAL INDEX KEY: 0001035917 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133793743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 900 THIRD AVE SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127535150 MAIL ADDRESS: STREET 1: 900 THIRD AVE STREET 2: SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 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 -----END PRIVACY-ENHANCED MESSAGE-----