0000950134-05-002062.txt : 20120705
0000950134-05-002062.hdr.sgml : 20120704
20050204102411
ACCESSION NUMBER: 0000950134-05-002062
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050204
DATE AS OF CHANGE: 20050204
GROUP MEMBERS: EMMETT M MURPHY
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: APOGEE FUND L P
CENTRAL INDEX KEY: 0001016658
IRS NUMBER: 000000000
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: 05575419
BUSINESS ADDRESS:
STREET 1: 77-530 ENFIELD LANE BLDG D
CITY: PALM DESERT
STATE: CA
ZIP: 92211
BUSINESS PHONE: 7607729080
MAIL ADDRESS:
STREET 1: 77-530 ENFIELD LANE BLDG D
CITY: PALM DESERT
STATE: CA
ZIP: 92211
FORMER COMPANY:
FORMER CONFORMED NAME: INTERNATIONAL ENERGY DEVELOPMENT CORP
DATE OF NAME CHANGE: 19940302
FORMER COMPANY:
FORMER CONFORMED NAME: RUSSIAN FUND
DATE OF NAME CHANGE: 19940302
FORMER COMPANY:
FORMER CONFORMED NAME: KALININGRAD FUND
DATE OF NAME CHANGE: 19930106
SC 13G/A
1
d21999sc13gza.txt
AMENDMENT TO SCHEDULE 13G
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OMB APPROVAL
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OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours per response ... 14.9
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Penn Octane Corporation
-----------------------------------------------------------------------------
(Name of Issuer)
Common Stock Par Value .01 per share
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(Title of Class of Securities)
707573101
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(CUSIP Number)
Emmett Murphy, 201 Main St., Suite 1555, Ft. Worth, Tx 76102
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 1, 2005
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(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 8 Pages
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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
1,115,500
SHARES -------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
1,115,500
PERSON ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--------------------------------------------------------------------------------
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)
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
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13G Page 3 of 8 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 8 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:
1,115,500
(b). Percent of Class:
7.298%
(c). Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
1,115,500 shs.
(ii) Shared power to vote or to direct the vote ____.
(iii) Sole power to dispose or to direct the disposition of
1,115,500 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).
CUSIP No. 13G Page 5 of 8 Pages
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1 NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Emmett M. Murphy
--------------------------------------------------------------------------------
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
61,700
SHARES -------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
61,700
PERSON ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,700
--------------------------------------------------------------------------------
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)
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
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13G Page 6 of 8 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:
61,700
(b). Percent of Class:
.4
(c). Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
61,700 shs.
(ii) Shared power to vote or to direct the vote ____.
(iii) Sole power to dispose or to direct the disposition of
61,700 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 7 of 8 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 8 of 8 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.
2/1/05
------------------------
Date:
/s/ EMMETT M. MURPHY
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Signature:
Emmett M. Murphy
------------------------
Name/Title: President