SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Name of
Issuer: MILLENNIUM CELL INC
Title of Class
of Securities: Common Stock
CUSIP Number: 60038b105
1) NAME OF I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
Lenz Family Partners I, L.P.
2) MEMBER OF A GROUP: (a) N/A
(b) N/A
3) SEC USE ONLY:
4) PLACE OF ORGANIZATION: United States
NUMBERS OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
5) Sole Voting Power: 2,269,760
6) Shared Voting Power: 0
7) Sole Dispositive Power: 2,269,760
8) Shared Dispositive Power: 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED: 2,269,760
10) AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES: N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.5%
12) TYPE OF REPORTING PERSON: PN
ITEM 1(a). NAME OF ISSUER:
MILLENNIUM CELL INC.
ITEM 1(b). ADDRESS OF ISSUER'S EXECUTIVE OFFICES:
1 Industrial Way West
Eatontown, New Jersey 07724
ITEM 2(a). NAME OF PERSON FILING:
Lenz Family Partners I, L.P.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
90 Broad Street
New York, NY 10004
ITEM 2(c). CITIZENSHIP:
Delaware
ITEM 2(d). TITLE OF CLASS SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
60038b105
ITEM 3. Filed pursuant to Rule 13d-1(c)
ITEM 4. OWNERSHIP:
(a) Number of Shares 2,269,760
Benefically Owned:
(b) Percent of Class: 8.50%
Number
(c) Powers Of Shares
--------------------- ---------
Sole power to vote or 2,269,760
to direct the vote
Shared power to vote or 0
to direct the vote
Sole power to dispose or 2,269,760
to direct disposition
Shared power to dispose 0
or to direct disposition
ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS:
N/A
ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
ULTIMATE PARENT COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
By signing below,I certifies that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not 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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
/s/Stacie K. Daley, Esq. 9/11/2000
- --------------------------------------------- ---------------------
**Signature of Reporting Person Date
By: Stacie K. Daley, Esq.
Attorney-in-Fact Pursuant to Power of
Attorney, dated September 11, 2000
attached hereto as Exhibit A to
Lenz Family Partners I, L.P. Schedule 13G
and incorporated herein by
reference)
<PAGE>
EXHIBIT A
POWER OF ATTORNEY
I, Thomas S. Gallagher, managing member of Carre, L.L.C., the general
partner of Lenz Family Partners I, L.P. (the "Partnership") hereby appoint
Stacie K. Daley, Esq., as the Partnership's attorney-in-fact to execute in
their name and stead any and all documents, schedules or other filings as may
be required under the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder, including, but not limited to, any
Schedule 13D, Schedule 13G, and Forms 3, 4 or 5, along with any and all
amendments thereto, and to file such documents, schedules or other filings or
amendments thereto, on the Partnership's behalf, with the U.S. Securities and
Exchange Commission and any pertinent securities exchange.
This Power of Attorney shall continue in effect until terminated in writing
by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of
Attorney as of this 11th day of September, 2000
Carre, L.L.C.
By: /s/ Thomas S. Gallagher
Its: Managing Member
State of New York
County of New York
On this 11th Day of September, 2000, before me perosnally appeared Thomas S.
Gallagher, known to me to be te individual described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed the same.
________________
Notary Public
