-----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, E++qZBIJSuyJ9IOTV1QnVr0kfwyVGkv+Y6MCo7VIumJFZAY4cOVZr2QvGfcLgl75 nuXQKAjpwWKVYQhRcWZPtA== 0001050929-00-000024.txt : 20000210 0001050929-00-000024.hdr.sgml : 20000210 ACCESSION NUMBER: 0001050929-00-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METRETEK TECHNOLOGIES INC CENTRAL INDEX KEY: 0000882154 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 841169358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42399 FILM NUMBER: 528160 BUSINESS ADDRESS: STREET 1: WORLD TRADE CTR STREET 2: 1675 BROADWAY STE 2150 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035925555 MAIL ADDRESS: STREET 1: 1675 BROADWAY STREET 2: SUITE 2150 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: MARCUM NATURAL GAS SERVICES INC/NEW DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAMCO VALVE INCOME PARTNERS L P CENTRAL INDEX KEY: 0001076367 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954424525 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 121 OUTRIGGER MALL CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 3105777887 MAIL ADDRESS: STREET 1: 121 OUTRIGGER MALL CITY: MARINA DEL REY STATE: CA ZIP: 90292 SC 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 5 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Metretek Technologies, Inc. (f/k/a Marcum Natural Gas Services, Inc.) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 566323309 - -------------------------------------------------------------------------------- (CUSIP NUMBER) FamCo Value Income Partners, L.P. 121 Outrigger Mall Marina del Rey, CA 90292 (310) 577-7887 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Michael G. Tannenbaum, Esq. Tannenbaum Helpern Syracuse & Hirschtritt 900 Third Avenue - 13th Floor New York, New York 10022 (212) 508-6700 February 4, 2000 (Date of event which requires filing of this statement) CUSIP No. 566323309 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(e), 13d-1(f) or 13d-1(g) check the following box [ ] Page 1 of 6 Pages ------------------------ ------------------------ | CUSIP NO.566323309 | 13D | Page 2 of 6 | ------------------------ ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FamCo Value Income Partners, L.P. - ------------------------------------------------------------------------------- 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California, USA - - ------------------------------------------------------------------------------ NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 275,300 (See Item 5) BENEFICIALLY | 8 | SHARED VOTING POWER OWNED BY | | 0 EACH | 9 | SOLE DISPOSITIVE POWER REPORTING | | 275,300 of Common Stock (See Item 5) PERSON WITH | 10 | SHARED DISPOSITIVE POWER | | 0 - - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,300 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) 5.49% of Common Stock (See Item 5) - - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - - ------------------------------------------------------------------------------ Page 2 of 6 Pages CUSIP No. 566323309 SCHEDULE 13D This Amendment No. 5 to Schedule 13D is filed to report the sale of shares of common stock of Metretek Technologies, Inc. (f/k/a Marcum Natural Gas Services, Inc.) (the "Issuer") as discussed in Item 5 hereof. FamCo Value Income Partners, L.P. and its general partners, Funsten Asset Management and Mr. Kenneth B. Funsten, are referred to as the "Reporting Persons." Item 1. Security and Issuer. There has been no change in the information previously reported in this item of this Schedule 13D and amendments to the same filed by the Reporting Person. Item 2. Identity and Background. There has been no change in the information previously reported in this item of this Schedule 13D and amendments to the same filed by the Reporting Person. Item 3. Source and Amount of Funds or Other Consideration. There has been no change in the information previously reported in this item of this Schedule 13D and amendments to the same filed by the Reporting Person. Item 4 Purpose of Transaction The purpose of the transactions reported in this Schedule 13D was and is investment in the securities of the Issuer. The Reporting Persons do not have current plans or proposals which would result in any of the following: a. the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; b. an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; c. a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; d. 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; Page 3 of 6 e. any material change in the present capitalization or dividend policy of the Issuer; f. any other material change in the Issuer's business or corporate structure; g. 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; h. 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 interdealer quotation system of a registered national securities association; i. causing a class of securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or j. any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) - (b) As of the date of this Amendment No. 5 to Schedule 13D, FamCo VIP owns 190,250 shares of the Issuer's Common Stock and 85,050 warrants, representing in the aggregate, approximately 5.49% (1) of the Issuer's 4,934,225 shares outstanding as of February 8, 2000 (based upon information obtained from the Issuer). As a holder of sole voting and investment authority over the shares owned by FamCo Value Income Partners, L.P. and FamCo Offshore, Ltd. and as a holder of the Issuer's shares directly, Mr. Funsten may be deemed, for the purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended, to be the beneficial owner of a total of 365,525 shares and 136,687 warrants owned by himself and those entities. Based upon the combined ownership of the shares and the warrants, Mr. Funsten may be deemed to own, in the aggregate, approximately 9.90378% (2) of the Issuer's 4,934,225 shares. Mr. Funsten disclaims any economic interest in the shares as to which Mr. Funsten has no direct or indirect pecuniary interest. An employee of Funsten Asset Management Company ("Management Company") owns an additional 4,100 shares which cannot be sold or further added to without permission by Mr. Funsten by virtue of restrictions that are placed on securities transactions by employees of the Management Company; however, Mr. Funsten has no investment or voting authority over the shares of said employee and Mr. Funsten expressly disclaims beneficial ownership of such shares. _______________________ (1) The percentage was calculated by adding 190,250 shares held by FamCo VIP to 85,050 warrants held by FamCo VIP and by dividing the result by the sum of 4,934,225 shares (outstanding) and 85,050 (number of warrants held by FamCo VIP). (2) The percentage was calculated by adding 365,525 shares to 136,687 warrants and by dividing the sum by the sum of 4,934,225 shares (outstanding) and 136,687 (number of warrants deemed to be held by Mr. Funsten). Page 4 of 6 (c) The following presents a list of transactions in the Issuer's securities by FamCo VIP and Mr. Funsten within the last 60 days, including the price per share and the means by which such transaction was effected. Identity Date Amount of Securities Price/Share Type FamCo VIP 1/28/00 20,000 shares $10.6081 Open-Market Sale ("OMS") FamCo Offshore, Ltd. 1/28/00 6,300 shares $10.6081 OMS FamCo VIP 1/28/00 4,250 warrants $6.5647 OMS FamCo VIP 2/3/00 2,050 shares $10.8125 OMS FamCo VIP 2/4/00 28,100 shares $12.1385 OMS FamCo Offshore 2/4/00 4,300 shares $12.1385 OMS Mr. Funsten 2/4/00 181 Units (3) $362,000 (4) Private Placement Purchase ("PPP") FamCo VIP 2/4/00 270 Units (3) $540,000 (4) ("PPP") FamCo Offshore, Ltd. 2/4/00 49 Units (3) $98,000 (4) ("PPP")
(d) Not applicable. (e) Not Applicable. ___________________ (3) Each Unit consists of one share of Series B Preferred Stock, 200 shares of common stock and one warrant to purchase 100 shares of common stock. The warrants may be exercised at any time between March 9, 2000 through December 9, 2004. The initial exercise price for the warrants is $6.7425 per share, subject to adjustment pursuant to certain antidilution and reset provisions. Since the warrants may be exercised within 60 days of the date of this filing, Mr. Funsten may be deemed to beneficially own the 50,000 shares of common stock issuable upon the exercise of the warrants. Such shares have therefore been included in this filing. Pursuant to the terms of the Certificate of Designation of Series B Preferred Stock, each Share of Series B Preferred Stock may be converted into common stock any time after June 9, 2000. Given that the Series B Preferred Stock may not be converted within 60 days of the date of this filing, the shares of common stock issuable upon conversion of the Series B Preferred Stock have not been included in the amounts shown in this filing. (4) The Issuer has not supplied the purchase price of each component of the Units; only aggregate price is available and is therefore reported herein. Page 5 of 6 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not Applicable. Item 7. Material to be Filed as Exhibits None. Signatures After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 8, 2000 /s/ Kenneth B. Funsten - -------------------------- Signature Kenneth B. Funsten, General Partner - ------------------------------------- Name/Title Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----