-----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, AkPflMW2OWvlWWgCjlfd2Gcu48lT9aGp4C4gA8ayD+EQymfOeFXEB9LPGio2Jht1 o/z2O6AS+cBuPbdVrj97Qg== 0000950116-96-001489.txt : 19961225 0000950116-96-001489.hdr.sgml : 19961225 ACCESSION NUMBER: 0000950116-96-001489 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961224 SROS: NONE 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47687 FILM NUMBER: 96685770 BUSINESS ADDRESS: STREET 1: 515 N FLAGLER DR STREET 2: STE 202 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 2127258383 MAIL ADDRESS: STREET 1: 515 NORTH FLAGLER DRIVE STREET 2: SUITE 202 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: CAMBRIDGE INVESTMENTS LTD/ CENTRAL INDEX KEY: 0001029513 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 942784624 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY ST STREET 2: 27TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157810866 MAIL ADDRESS: STREET 1: 600 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 U.S. ENERGY SYSTEMS INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value - ------------------------------------------------------------------------------- (Title of Class of Securities) 902951102 - ------------------------------------------------------------------------------- (CUSIP NUMBER) CAMBRIDGE INVESTMENTS LIMITED 600 Montgomery Street 27th Floor San Francisco, California 94111 Tel. No.: (415) 627-3017 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Michael G. Tannenbaum, Esq. Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP 900 Third Avenue - 13th Floor New York, New York 10022 (212) 508-6700 December 6, 1996 - ------------------------------------------------------------------------------- (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 [ ] 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, as amended ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Page 1 of 7 Pages ------------------------ ------------------------ | CUSIP NO.902951102 | | | ------------------------ ------------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Cambridge Investments Limited - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ------------------------------------------------------------------------------ NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 360,000 shares of Common Stock (See Item 5) BENEFICIALLY | | OWNED BY | 8 | SHARED VOTING POWER EACH | | 0 REPORTING | 9 | SOLE DISPOSITIVE POWER PERSON WITH | | 360,000 shares of Common Stock (See Item 5.) | 10 | SHARED DISPOSITIVE POWER | | 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 360,000 shares of Common Stock (See Item 5.) - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3% of Common Stock (See Item 5) - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IA - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 7 Pages SCHEDULE 13D This Schedule 13D is being filed on behalf of Cambridge Investments Limited, a California corporation, registered as an investment advisor in the State of California, regarding shares of U.S.Energy Systems, Inc. acquired on behalf of certain of its clients. Item 1. Security and Issuer Securities acquired: Common Stock, $0.01 par value Issuer: U.S. Energy Systems Inc. 515 North Flagler Drive, Suite 202 West Palm Beach, Florida 33401 Tel. No. (561) 820-9779 Item 2. Identity and Background Cambridge Investments Limited, a California corporation ("Cambridge"), is registered as an investment advisor in the State of California and provides investment management services to private individuals and institutions. Cambridge's contracts with its clients generally provide that Cambridge is responsible for designing and implementing the client's overall investment strategy; for conducting direct portfolio management strategies to the extent Cambridge determines that it is appropriate to utilize its own portfolio management capabilities. Cambridge is located at 600 Montgomery Street, San Francisco, California 94111. Cambridge has not been convicted in a criminal proceeding during the last five (5) years. Cambridge is not, and during the past five (5) years was not, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof, subject to any 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. Mr. John R. Tozzi ("Mr. Tozzi") is the sole shareholder, director and principal of Cambridge. His business address is 600 Montgomery Street, San Francisco, California 94111. Mr. Tozzi's principal occupation is investment management and he is a United States citizen. During the past five years, Mr. Tozzi has not been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which he has been subject to any 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. Page 3 of 7 Pages Item 3. Source and Amount of Funds Cambridge, through both Cambridge Energy, L.P. ("CELP") and Cambridge Energy Fund International Ltd. ("CEF") (collectively, the "Funds"), has invested approximately $1,458,750 in Common Stock of the Issuer as described in Item 5 below. CELP and CEF have invested approximately $371,250 and $1,087,500, respectively. The source of these funds was the respective working capital of each of the Funds. Item 4. Purpose of the Transaction Cambridge has acquired shares of Common Stock reported in Item 5(c) hereof over the last sixty (60) days, and prior thereto, for portfolio investment purposes only, and do not have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. Cambridge reserves the right to acquire, or dispose of, additional securities of the Issuer or any of its securities in the ordinary course of business, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. The Issuer may from time to time contact large shareholders with a view towards discussing the acquisition of their shares. Other than as described above, Cambridge does not have plans or proposals which would result in any of the following: 1) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; 2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; 3) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; 4) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; 5) any material change in the present capitalization or dividend policy of the Issuer; 6) any other material change in the Issuer's business or corporate structure; 7) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; 8) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an Page 4 of 7 Pages interdealer quotation system of a registered national securities association; 9) causing a class of securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or 10) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) Cambridge is the beneficial owner of 360,000 shares of Common Stock, or 9.3% shares of the shares outstanding. Of the 360,000 shares of Common Stock described above, (i) 90,000 are deemed beneficially owned by Cambridge in its capacity as investment advisor for the institutional account of CELP; and (ii) 270,000 are deemed beneficially owned by Cambridge in its capacity as investment advisor for the institutional account of CEF. The number of shares beneficially owned by Cambridge, and the percentage of outstanding shares represented thereby, have been computed in accordance with Rule 13d-3 under the Exchange Act. The percentage of ownership of Cambridge on December 9, 1996 is based on 3,869,650 outstanding shares of Common Stock as reported in the Issuer's Prospectus dated December 2, 1996. (b) Cambridge has the sole power to vote and dispose of the shares of Common Stock held for the institutional accounts of CELP and CEF mentioned above. (c) The transactions in the Issuer's securities by Cambridge over the last sixty (60) days are listed as Annex A attached hereto and made apart hereof. (d) CEF and CELP, respectively, have the right to participate in the receipt of dividends from, or proceeds from the sale of securities held on behalf of such funds. CEF may be deemed the holder of 270,000 shares or 6.9% of the outstanding shares of Common Stock. Cambridge is the General Partner of CEF. (e) Not Applicable. Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer Not Applicable. Item 7. Material to be Filed as Exhibits Not Applicable Page 5 of 7 Pages ANNEX A ============================================================================= DATE TRANS SHARES PRICE ACCOUNT (A/D) ($) - ----------------------------------------------------------------------------- 12/6/96 A 60,000 4.125 CEF - ----------------------------------------------------------------------------- 12/6/96 A 84,000 4.000 CEF - ----------------------------------------------------------------------------- 12/6/96 A 90,000 4.125 CELP - ----------------------------------------------------------------------------- 12/6/96 A 126,000 4.000 CEF ============================================================================= Page 6 of 7 Pages 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: December 23, 1996 CAMBRIDGE INVESTMENTS LIMITED By: /s/ John R. Tozzi --------------------------------- John R. Tozzi, President Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----