-----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, KsvC8EbQWTcwhqjltWY0smpE2AgCBXwSEJAFUdFoG90JhDTTyaqJxx5gLfjTz2PV seaIeh8prFF+sgVhBSXhbQ== 0000950134-02-010934.txt : 20020905 0000950134-02-010934.hdr.sgml : 20020905 20020905103853 ACCESSION NUMBER: 0000950134-02-010934 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOGEE FUND L P CENTRAL INDEX KEY: 0001016658 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1555 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173351145 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN OCTANE CORP CENTRAL INDEX KEY: 0000893813 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 521790357 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46901 FILM NUMBER: 02757084 BUSINESS ADDRESS: STREET 1: 900 VETERANS BLVD STE 240 CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6503681501 MAIL ADDRESS: STREET 1: 900 VETERANS BLVD STE 240 CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: RUSSIAN FUND DATE OF NAME CHANGE: 19940302 FORMER COMPANY: FORMER CONFORMED NAME: KALININGRAD FUND DATE OF NAME CHANGE: 19930106 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL ENERGY DEVELOPMENT CORP DATE OF NAME CHANGE: 19940302 SC 13G/A 1 d99614a1sc13gza.txt AMENDMENT NO. 1 TO SCHEDULE 13G --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response ... 14.9 --------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Penn Octane Corporation - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock Par Value .01 per share - ----------------------------------------------------------------------------- (Title of Class of Securities) 707573101 - ----------------------------------------------------------------------------- (CUSIP Number) Emmett Murphy, 201 Main St., Suite 1555, Ft. Worth, Tx 76102 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 29, 2002 - ----------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is Filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). CUSIP No. 13G Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Apogee Fund, L.P. 36-407-3030 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 1,110,000 SHARES ------------------------------------------------- 6 SHARED VOTING POWER BENEFICIALLY OWNED BY ------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,110,000 PERSON ------------------------------------------------ 8 SHARED DISPOSITIVE POWER WITH - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,110,000 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] N/A - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.47% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) - -------------------------------------------------------------------------------- 13G Page 3 of 6 Pages Item 1. (a). Name of Issuer: Penn Octane Corporation (b). Address of Issuer's Principal Executive Offices: 77-530 Enfield Lane Building 'D' Palm Desert, CA 92211 Item 2. (a). Name of Person Filing: Apogee Fund, L.P. A Delaware Ltd Partnership (b). Address of Principal Business Office or, if none, Residence: 201 Main St Ste # 1555 Fort Worth, Tx 76102 (c). Citizenship USA 13G Page 4 of 6 Pages Item 2. (d). Title of Class of Securities: Common Stock Par value .01 (e). CUSIP Number: 707573101 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a : (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [x] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Investment Limited Partnership Item 4. Ownership. (a). Amount Beneficially Owned: 1,110,000 (b). Percent of Class: 7.47% (c). Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 1,110,000 shs. (ii) Shared power to vote or to direct the vote ____. (iii) Sole power to dispose or to direct the disposition of 1,110,000 shs. (iv) Shared power to dispose or to direct the disposition of ____. INSTRUCTION. For computations regarding securities which represent a right to acquire an underlying security SEE Rule 13d3(d)(1). 13G Page 5 of 6 Pages 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 than five percent of the class of securities, check the following. [ ] N/A INSTRUCTION: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: 13G Page 6 of 6 Pages Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: (a) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. (a) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 9/4/02 ------------------------ Date: /s/ EMMETT M. MURPHY ------------------------ Signature: Emmett M. Murphy ------------------------ Name/Title: President -----END PRIVACY-ENHANCED MESSAGE-----