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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
U.S. ENERGY SYSTEMS INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
902951102
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(CUSIP NUMBER)
CAMBRIDGE INVESTMENTS LIMITED
600 Montgomery Street
27th Floor
San Francisco, California 94111
Tel. No.: (415) 627-3017
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(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
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(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
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| CUSIP NO.902951102 | | |
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cambridge Investments Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,000 shares of Common Stock (See Item 5.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3% of Common Stock (See Item 5)
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
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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.
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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
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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
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ANNEX A
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DATE TRANS SHARES PRICE ACCOUNT
(A/D) ($)
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12/6/96 A 60,000 4.125 CEF
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12/6/96 A 84,000 4.000 CEF
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12/6/96 A 90,000 4.125 CELP
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12/6/96 A 126,000 4.000 CEF
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Page 6 of 7 Pages
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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
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John R. Tozzi,
President
Page 7 of 7 Pages
