-----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, IcpJxgaSDodluT+brwXXiuVDQ2uruRpIZBDWQLWe+4gQr/tTqygQ1Wua1cv7wyYY GOxpCYEZiZr46M6CjPEyCQ== 0000914248-98-000036.txt : 19980212 0000914248-98-000036.hdr.sgml : 19980212 ACCESSION NUMBER: 0000914248-98-000036 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980211 SROS: NONE GROUP MEMBERS: AUSTIN W. MARXE GROUP MEMBERS: AWM INVESTMENT COMPANY, INC. GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP GROUP MEMBERS: SPECIAL SITUATIONS FUND III L P GROUP MEMBERS: SPECIAL SITUATIONS FUND III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U S ENERGY SYSTEMS INC CENTRAL INDEX KEY: 0000351917 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 521216347 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-47687 FILM NUMBER: 98530517 BUSINESS ADDRESS: STREET 1: 515 N FLAGLER DR STREET 2: STE 702 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 5618209779 MAIL ADDRESS: STREET 1: 515 NORTH FLAGLER DRIVE STREET 2: SUITE 702 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: U S ENVIROSYSTEMS INC /DE/ DATE OF NAME CHANGE: 19960607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPECIAL SITUATIONS FUND III L P CENTRAL INDEX KEY: 0000914248 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133737427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 153 E 53 ST 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128325300 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___1____)* U. S. Energy Systems Inc. ______________________________________________________ (Name of Issuer) Common Stock, $ .01 Par Value ______________________________________________________ (Title of Class of Securities) 902951102 ____________________________________ (CUSIP Number) Check the following box if a fee is being paid with this statement | |. (A fee is not required only if the filing 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). *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 the 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). CUSIP No.902951102 13G Page 2 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Special Situations Fund III, L.P. ("The Fund") F13-3737427 - ---------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| - ---------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 242,100 SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 242,100 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 242,100 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.4 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IV - ---------------------------------------------------------------- CUSIP No.902951102 13G Page 3 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MGP Advisers Limited Partnership ("MGP) F13-3263120 - ---------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| - ---------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER None SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 242,100 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 242,100 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.4 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IA - ---------------------------------------------------------------- CUSIP No.902951102 13G Page 4 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AWM Investment Company, Inc. ("AWM") 11-2086452 - ---------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| - ---------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 50,000 SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 292,100 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 292,100 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IA - ---------------------------------------------------------------- CUSIP No.902951102 13G Page 5 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Austin W. Marxe ###-##-#### - ---------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| - ---------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 50,000 SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 242,100 OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 292,100 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 292,100 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IN - ---------------------------------------------------------------- Page 6 of 12 Pages Item 1. (a) Name of Issuer: U. S. Energy Systems, Inc. (b) Address of Issuer's Principal Executive Offices: 515 N. Flagler Dr, Ste 202, W. Palm Beach, Fl. 33401 Item 2. (a)-(c) Name of Person Filing; Address of Principal Business Office; and Place of Organization: This statement is filed on behalf of (i) Special Situations Fund III, L.P., a Delaware limited partnership (the "Fund"), (ii) MGP Advisers Limited Partnership, a Delaware Limited Partnership ("MGP"), (iii) AWM Investment Company, Inc., a Delaware corporation ("AWM") and (iv) Austin W. Marxe. Each of the foregoing is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." The principal office and business address of the Reporting Persons is 153 East 53 Street, New York, New York 10022. The busines of the Fund is to acquire, purchase, invest in, sell, convey, transfer, exchange and otherwise trade in principally equity and equity related securities. MGP is a general partner of and investment adviser to the Fund. MGP is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The principal business of MGP is to act as a general partner of and investment adviser to the Fund. AWM, a Delaware corporation primarily owned by Austin Marxe, serves as the sole Page 7 of 12 Pages general partner of MGP. AWM is a registered investment adviser under the Investment Advisers Act of 1940 and also serves as the investment adviser to, and general partner of, Special Situations Cayman Fund, L.P., a limited partnership formed under the laws of the Cayman Islands (the "Cayman Fund"). Austin W. Marxe is also the principal limited partner of MGP and is the President and Chief Executive Officer of AWM. Mr. Marxe is principally responsible for the selection, acquisition and disposition of the portfolio securities by AWM on behalf of MGP, the Fund and the Cayman Fund. 2(b) Title of Class of Securities: See cover sheets. 2(c) CUSIP Number: See cover sheets. Item 3. If this statement is filed pursuant to Rule 13d- 1(b), or 13d-2(b), check whether the person filing is a: (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) (x) Investment Company registered under section 8 of the Investment Company Act (e) (x) Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 Page 8 of 12 Pages (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) (x) Parent Holding Company, in accordance with $240.13d -1 (b) (ii) (G) (h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii) (H) See Exhibit A attached hereto. Item 4. Ownership: (a) Amount Beneficially Owned: 292,100 shares of Common Stock are beneficially owned by Austin W. Marxe and AWM. This amount is composed of 92,100 shares of Common Stock and 150,000 Warrants owned by the Fund and 50,000 Warrants owned by the Cayman Fund. Each Warrant entitles the holder to purchase one share of Common Stock at a price of $4.00 per share until Dec. 2, 2001. 242,100 shares of Common Stock are beneficially owned by the Fund and MGP. (b) Percent of Class: 6.4 percent of the Common Stock are beneficially owned by Austin Marxe and AWM. 5.4 percent of the Common Stock are beneficially owned by MGP and the Fund. (c) Number of Shares as to Which Such Person Has Rights to Vote and/or Dispose of Securities: The Fund has the sole power to vote or to direct the vote and to dispose Page 9 of 12 Pages or to direct the disposition of all securities reported hereby which are beneficially owned by the Fund. MGP has the sole power to dispose or to direct the disposition of all securities reported hereby which are beneficially owned by MGP. AWM has the the sole power to vote or to direct the vote of securities reported hereby which are beneficially owned by AWM by virtue of it being the Investment Adviser to the Special Situations Cayman Fund, L.P.. AWM has the sole power to dispose or to direct the disposition of all securites reported hereby which are beneficially owned by AWM. Austin Marxe has the sole power to vote or to direct the vote of securities reported hereby which are beneficially owned by Austin Marxe by virtue of being the primary owner of and President and Chief Executive Officer of AWM. Austin W. Marxe has shared power to vote or to direct the vote of all shares beneficially owned by Austin Marxe by virtue of being an Individual General Partner of the Fund. Austin W. Marxe has the sole power to dispose or to direct the disposition of all securities reported hereby which are beneficially owned by Austin Marxe. Item 5. Ownership of Five Percent or Less of a Class: If this 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 that five percent of the class of securities, check the following . Page 10 of 12 Pages Item 6.Ownership of More than Five Percent on Behalf of Another Person: The Fund and the Cayman Fund as owners of the securities in question, have the right to receive any dividends from, or proceeds from the sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on By the Parent Holding Company: See Exhibit A attached hereto. Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notices of Dissolution of Group: Not applicable. Item 10. Certification: Each of the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Page 11 of 12 Pages SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 2, 1997 SPECIAL SITUATIONS FUND III, L.P. By:/s/ Austin W. Marxe Austin W. Marxe Individual General Parnter MGP ADVISERS LIMITED PARTNERSHIP By: AWM Investment Company, Inc. By:/s/ Austin W. Marxe Austin W. Marxe President and Chief Executive Officer AWM INVESTMENT COMPANY, INC. By: /s/ Austin W. Marxe Austin W. Marxe President and Chief Executive Officer /s/ Austin W. Marxe AUSTIN W. MARXE Page 12 of 12 Pages EXHIBIT A This Exhibit explains the relationship between the Reporting Persons. AWM is the sole general partner of MGP, a registered investment adviser under the Investment Advisers Act of 1940, as amended. MGP is a general partner of and investment adviser to the Fund. AWM is a registered investment adviser under the Investment Advisers Act of 1940 and also serves as the general partner of, and investment adviser to, the Cayman Fund. Austin W. Marxe is the principal owner and President of AWM. -----END PRIVACY-ENHANCED MESSAGE-----