UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Mark Solutions, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
570418103
(CUSIP Number)
Arthur H. Amron
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 3, 1997
(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. [ ] (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 disclosure provided in a
prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 570418103
1 NAME OF REPORTING PERSONS
Marquise LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) []
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
1,562,500
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,562,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,562,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 570418103
1 NAME OF REPORTING PERSONS
Wexford Management LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
1,712,500
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,712,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,712,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No.570418103
1 NAME OF REPORTING PERSONS
Charles E. Davidson
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
1,712,500
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,712,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,712,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No.570418103
1 NAME OF REPORTING PERSONS
Wexford Special Situations 1996, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) []
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
100,395
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
100,395
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,395
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
PN<PAGE>
SCHEDULE 13D
CUSIP No. 570418103
1 NAME OF REPORTING PERSONS
Wexford Special Situations 1996 Institutional, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
18,660
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
18,660
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,660
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON*
PN<PAGE>
SCHEDULE 13D
CUSIP No. 570418103
1 NAME OF REPORTING PERSONS
Wexford Special Situations 1996 Limited
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
5,025
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
5,025
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,025
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO<PAGE>
SCHEDULE 13D
CUSIP No. 570418103
1 NAME OF REPORTING PERSONS
Wexford-Euris Special Situations 1996, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
25,920
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
25,920
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,920
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
PN<PAGE>
SCHEDULE 13D
CUSIP No. 570418103
1 NAME OF REPORTING PERSONS
Wexford Advisors, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
105,420
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
105,420
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,420
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON*
OO<PAGE>
SCHEDULE 13D
CUSIP No. 570418103
1 NAME OF REPORTING PERSONS
Wexford Euris Advisors, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
25,920
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
25,920
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,920
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 570418103
1 NAME OF REPORTING PERSONS
Joseph M. Jacobs
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
1,712,500
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,712,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,712,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
14 TYPE OF REPORTING PERSON*
IN
Schedule 13D
Item 1. Security and Issuer.
The class of securities to which this statement relates
is the common stock, par value $.01 per share (the "Common
Stock"), of Mark Solutions, Inc. ("MSI"). MSI is a Delaware
corporation with its principal executive offices at 1515 Broad
Street, Parkway Technical Center, Bloomfield, New Jersey 07003.
Item 2. Identity and Background.
This statement is being filed by (a) Marquise LLC, a
Delaware limited liability company ("Marquise"), (b) Wexford
Management LLC, a Connecticut limited liability company ("Wexford
Management"), (c) Wexford Special Situations 1996, LP, a Delaware
limited partnership, and Wexford Special Situations 1996
Institutional, LP, a Delaware limited partnership (collectively,
the "Special Funds"), (d) Wexford Special Situations 1996
Limited, a Cayman Islands company ("Wexford Cayman"), (e)
Wexford-Euris Special Situations 1996, LP, a Delaware limited
partnership ("Euris Fund"), (f) Wexford Advisors, LLC, a Delaware
limited liability company (the "Special General Partner"), (g)
Wexford-Euris Advisors, LLC, a Delaware limited liability company
(the "Euris General Partner"), (h) Charles E. Davidson and (i)
Joseph M. Jacobs (the individuals and entities referred to above,
collectively, the "Reporting Persons") with respect to shares of
Common Stock beneficially owned by the Reporting Persons.
Marquise is a limited liability company, the members of
which are the following private investment companies: the
Special Funds, Wexford Cayman, Euris Fund, Wexford Spectrum Fund
I, LP, a Delaware limited partnership, Wexford Spectrum Fund II,
LP, a Delaware limited partnership, and Wexford Offshore Spectrum
Fund, a Cayman Islands exempted company.
Marquise was organized for the purpose of investing in
the Debenture (as defined in item 3 below).
Wexford Management is the manager of Marquise. Wexford
Management also serves as an investment advisor to, among other
members of Marquise, the Special Funds and Euris Fund and as sub-
advisor to the Special General Partner in respect of Wexford
Cayman's assets and investments. Wexford Management's principal
business and office address is 411 West Putnam Avenue, Greenwich,
CT 06830.
As the manager of Marquise and investment advisor or
sub-advisor to the Special Funds, Euris Fund and the Special
General Partner, Wexford Management has full power and authority
to supervise those entities' investments and cause those entities
to purchase or sell any asset and enter into any other investment
related transaction, including lending securities, exercising
control over a company and exercising voting or approval rights.
The Special Funds, Euris Fund and Wexford Cayman are
private investment funds organized for the purpose of seeking
capital appreciation and interest and dividend income through
investments in companies, securities, other financial
instruments, real estate and related derivative instruments and
mortgages, and any and all other types of investments determined
as appropriate by their respective general partners and
investment advisors. Their principal business and office address
is c/o Wexford Management LLC, 411 West Putnam Avenue Greenwich,
CT 06830 (in the case of the Special Funds and Euris Fund) and
c/o Hemisphere Fund Managers Limited, Harbour Centre, Third
Floor, George Town, Grand Cayman, Cayman Islands, B.W.I. (in the
case of Wexford Cayman).
The principal business and activity of each of the
Special General Partner and the Euris General Partner is to act
as general partner of the Special Funds and Euris Fund,
respectively. In addition, the Special General Partner acts as
the investment advisor to Wexford Cayman and, in such capacity,
has power and authority similar to Wexford Management's in its
capacity as the investment advisor to the Special Funds and Euris
Fund. Their principal business and office address is c/o Wexford
Management LLC, 411 West Putnam Avenue Greenwich, CT 06830.
Charles E. Davidson is chairman and a controlling
member of each of Wexford Management, the Special General Partner
and the Euris General Partner; Mr. Davidson owns 48.05% of
Wexford Management and 49% of each of the Special General Partner
and the Euris General Partner. Mr. Davidson also is: (a) a
director and the chairman of the board of directors of Presidio
Capital Corp. ("Presidio"), the post-bankruptcy successor to
Integrated Resources, Inc.; (b) chairman of DLB Oil and Gas,
Inc., an oil exploration company; (c) chairman of the board and a
director of Resurgence Properties, Inc., a real estate management
company ("Resurgence"); (d) a director of Technology Service
Group, Inc., a company engaged in the design, development,
manufacturing and sale of public communications products and
services; and (e) a controlling person or an investor in a number
of private companies, including certain members of Marquise and
their controlling persons. His principal business and office
address is c/o Wexford Management LLC, 411 West Putnam Avenue,
Greenwich, CT 06830. He is a citizen of the United States.
Joseph M. Jacobs is president, managing member and a
controlling member of Wexford Management, a director of Wexford
Cayman, president, secretary and a controlling member of each of
the Special General Partner and the Euris General Partner and
president of Marquise; Mr. Jacobs owns 48.05% of Wexford
Management and 49% of each of the Special General Partner and the
Euris General Partner. Mr. Jacobs also is a director and the
chief executive officer and president of Presidio and a director
and the chief executive officer, president and treasurer of
Resurgence. Mr. Jacobs also is a controlling person or an
investor in a number of private companies, including certain
members of Marquise and their controlling persons. His principal
business and office address is c/o Wexford Management LLC, 411
West Putnam Avenue, Greenwich, CT 06830. He is a citizen of the
United States.
Arthur H. Amron is a senior vice president and general
counsel of Wexford Management, a vice president and assistant
secretary of each of the Special General Partner and the Euris
General Partner and a vice president and assistant secretary of
Marquise. His principal business and office address is c/o
Wexford Management LLC, 411 West Putnam Avenue, Greenwich, CT
06830. He is a citizen of the United States.
Frank Goveia is a senior vice president and chief
operating officer of Wexford Management. His principal business
and office address is c/o Wexford Management LLC, 411 West Putnam
Avenue, Greenwich, CT 06830. He is a citizen of the United
States.
Robert Holtz is a senior vice president and assistant
corporate secretary of Wexford Management and a vice president of
Marquise. Mr. Holtz also is a vice president and secretary of
Presidio and a vice president and assistant secretary of
Resurgence. His principal business and office address is c/o
Wexford Management LLC, 411 West Putnam Avenue Greenwich, CT
06830. He is a citizen of the United States.
Jay Maymudes is chief financial officer, treasurer and
a senior vice president of Wexford Management, a vice president,
treasurer and secretary of the Special General Partner, a vice
president of the Euris General Partner and a vice president,
secretary and treasurer of Marquise. Mr. Maymudes also is a vice
president, treasurer and a chief financial officer of Presidio
and the chief financial officer, secretary and a vice president
of Resurgence. His principal business and office address is c/o
Wexford Management LLC, 411 West Putnam Avenue Greenwich, CT
06830. He is a citizen of the United States.
Mark Plaumann is a senior vice president of Wexford
Management. His principal business and office address is c/o
Wexford Management LLC, 411 West Putnam Avenue, Greenwich, CT
06830. He is a citizen of the United States.
Frank Plimpton is a vice president of Wexford
Management. His principal business and office address is c/o
Wexford Management LLC, 411 West Putnam Avenue, Greenwich, CT
06830. He is a citizen of the United States.
Wexford Cayman has entered into an administration
agreement with Hemisphere Fund Managers Limited, a Cayman Island
company (the "Administrator"), pursuant to which the
Administrator performs accounting and day-to-day administrative
duties with respect to Wexford Cayman. The Administrator
administers the business and property of Wexford Cayman under the
supervision and direction of its board of directors, and arranges
for other administrative services as Wexford Cayman may require
from time to time.
Christopher Wetherhill is a director and president of
Wexford Cayman. He also is the president and chief executive
officer of MRM Financial Services Ltd., the parent of [the
Administrator]. His principal business and office address is
Hemisphere House, 9 Church Street, Hamilton, Bermuda. He is a
citizen of Great Britain.
Patralea Robinson is a director of Wexford Cayman. She
also is vice president, operations of the Administrator. Her
principal business and office address is Hemisphere House, 9
Church Street, Hamilton, Bermuda. She is a citizen of Bermuda.
Thomas S. Healy is a director and treasurer of Wexford
Cayman. He also is director of operations of [the
Administrator]. His principal business and office address is
Hemisphere House, 9 Church Street, Hamilton Bermuda. He is a
citizen of Ireland.
Stuart Drake is a director of Wexford Cayman. He also
is vice president, fund administration, of [the Administrator].
His principal business and office address is Hemisphere House, 9
Church Street, Hamilton Bermuda. He is a citizen of Great
Britain.
Madeline Reape is secretary of Wexford Cayman. She
also is administrative assistant to the president and chief
executive officer of MRM Financial Services Ltd. Her principal
business and office address is Hemisphere House, 9 Church Street,
Hamilton Bermuda. She is a citizen of Bermuda.
None of the Reporting Persons nor, to the best of each
Reporting Person's knowledge, any of the other individuals listed
above has during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a 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.
Item 3. Source and Amount of Funds or Other Consideration.
The members of Marquise have contributed to the capital
of Marquise, from their respective funds, the funds required to
purchase from MSI, in a private transaction on June 3, 1997 for
$1,250,000, a 7% Convertible Debenture due June 2, 1999 of MSI in
the principal amount of $1,250,000 (the "Debenture") and to pay
all related costs and expenses. See item 2 above.
The Debenture is convertible from time to time at the
holder's option, at any time before maturity, into an aggregate
of up to 1,562,500 shares of Common Stock at a conversion price
of $0.80 per share (subject to adjustment).
MSI is obligated to file, and for two years maintain
the effectiveness of, a registration statement under Securities
Act of 1933 covering sales of shares of Common Stock issued upon
conversion of the Debenture.
The Special Funds, Euris Fund and Wexford Cayman have
used their available funds contributed by their respective
investors to purchase shares of Common Stock as follows: Wexford
Special Situations 1996, LP purchased 66,930 shares and 33,465
shares on October 18, 1996 and October 21, 1996, respectively,
for $351,407.50 and $177,807.81, respectively; Wexford Special
Situations 1996 Institutional, LP purchased 12,440 shares and
6,220 shares on October 18, 1996 and October 21, 1996,
respectively, for $65,335.00 and $33,068.75, respectively; Euris
Fund purchased 17,280 shares and 8,640 shares on October 18, 1996
and October 21, 1996, respectively, for $90,745.00 and
$45,525.00, respectively; and Wexford Cayman purchased 3,350
shares and 1,175 shares on October 18, 1996 and October 21, 1996,
respectively, for $17,612.50 and $8,923.44, respectively. Each
purchase on October 18, 1996 and October 21, 1996 was at an
average price of $5.25 per share and $5.3125 per share,
respectively.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Debenture and
the shares of Common Stock for investment purposes and with a
view to making a profit. In addition, the Reporting Persons and
their affiliates may in the future acquire additional securities
of MSI from time to time, if such securities become available to
them at favorable prices. Any such acquisitions may be made
through private purchases, in the open market or by any other
means deemed advisable, and may be at higher or lower prices than
those paid for the securities already acquired.
The shares that may be acquired upon conversion of the
Debenture may be disposed of by Marquise at any time or from time
to time, in whole or in part, commencing December 3, 1997.
None of the Reporting Persons have any present plans or
intentions with respect to a merger, reorganization, liquidation,
sale of assets or financing of MSI or a change in the management,
capitalization or distribution policy of MSI.
Item 5. Interest in Securities of the Issuer.
As a result of Marquise's acquisition of the Debenture
and the acquisitions of shares of Common Stock by the Special
Funds, Euris Fund and Wexford Cayman, the Reporting Persons may
be deemed to own beneficially the respective percentages and
numbers of outstanding shares of Common Stock set forth below (on
the basis of 14,755,467 shares of Common Stock of MSI
outstanding, which, based upon certain publicly available
information, is the number of shares outstanding as of May 13,
1997).
A. Wexford Management
(a) Aggregate number of shares of Common Stock
beneficially owned:
Percentage: 11.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
1,712,500
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 1,712,500
(c) Other than as reported in item 3 above, there were
no transactions by Wexford Management during
the past 60 days.
(d) Wexford Management may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
B. Charles E. Davidson
(a) Aggregate number of shares of Common Stock
beneficially owned:
Percentage: 11.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
1,712,500
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 1,712,500
(c) Other than as reported in item 3 above, there were
no transactions by Mr. Davidson during
the past 60 days.
(d) Mr. Davidson may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
C. Joseph M. Jacobs
(a) Aggregate number of shares of Common Stock
beneficially owned:
Percentage: 11.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
1,712,500
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 1,712,500
(c) Other than as reported in item 3 above, there were
no transactions by Mr. Jacobs during
the past 60 days.
(d) Mr. Jacobs may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
D. Marquise
(a) Aggregate number of shares of Common Stock
beneficially owned:
Percentage: 9.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
1,562,500
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 1,562,500
(c) Other than as reported in item 3 above, there were
no transactions by Marquise during
the past 60 days.
(d) Marquise may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
E. Wexford Special Situations 1996, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 100,395
Percentage: 0.6%.
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
100,395
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 100,395
(c) No transactions during the past 60 days.
(d) The Reporting Person may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
F. Wexford Special Situations 1996 Institutional, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 18,660
Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
18,660
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 18,660
(c) No transactions during the past 60 days.
(d) The Reporting Person may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
G. Wexford Special Situations 1996 Limited
(a) Aggregate number of shares of Common Stock
beneficially owned: 5,025
Percentage: 0.0%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
5,025
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 5,025
(c) No transactions during the past 60 days.
(d) The Reporting Person may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock
(e) Not applicable.
H. Wexford-Euris Special Situations 1996, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 25,920
Percentage: 0.2%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
25,920
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 25,920
(c) No transactions during the past 60 days.
(d) The Reporting Person may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
I. Wexford Advisors LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 105,420
Percentage: 0.7%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
105,420
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 105,420
(c) No transactions during the past 60 days.
(d) The Reporting Person may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
J. Wexford-Euris Advisors, LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 25,920
Percentage: 0.2%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
25,920
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 25,920
(c) No transactions during the past 60 days.
(d) The Reporting Person may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
Wexford Management may, by reason of its status as
manager of Marquise, as investment advisor to the Special Funds
and Euris Fund and as sub-advisor to the Special General Partner
on behalf of Wexford Cayman, be deemed to own beneficially the
Common Stock of which Marquise, the Special Funds, Euris Fund and
Wexford Cayman possess beneficial ownership.
The Special General Partner may, by reason of its
status as the general partner of the Special Funds, be deemed to
own beneficially the Common Stock of which the Special Funds
possess beneficial ownership. The Special General Partner may,
by reason of its status as the investment advisor to Wexford
Cayman, be deemed to own beneficially the Common Stock of which
Wexford Cayman possesses beneficial ownership.
The Euris General Partner may, by reason of its status
as the general partner of Euris Fund, be deemed to own
beneficially the Common Stock of which the Euris Fund possesses
beneficial ownership.
Each of Charles E. Davidson and Joseph M. Jacobs may,
by reason of his status as a controlling person of the Special
General Partner, the Euris General Partner and Wexford
Management, be deemed to own beneficially the Common Stock of
which Marquise, the Special Funds, Euris Fund and Wexford Cayman
possess beneficial ownership.
Each of Charles E. Davidson, Joseph M. Jacobs and
Wexford Management shares the power to vote and to dispose of the
shares of Common Stock Marquise beneficially owns. Each of
Charles E. Davidson, Joseph M. Jacobs, Wexford Management and the
Special General Partner shares the power to vote and to dispose
of the shares of Common Stock the Special Funds beneficially own.
Each of Charles E. Davidson, Joseph M. Jacobs, Wexford
Management and the Euris General Partner shares the power to vote
and to dispose of the shares of Common Stock Euris Fund
beneficially owns.
The Special General Partner shares with Wexford
Management and Wexford Cayman the power to vote and to dispose of
the shares of Common Stock Wexford Cayman beneficially owns.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
See items 2, 3, 4 and 5 above.
Item 7. Material to be Filed as Exhibits.
1. Exhibit I - Agreement pursuant to Rule 13d-
(f)(1)(iii) filed herewith
2. Exhibit II - Power of Attorney
<PAGE>
Signature
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 12, 1997
MARQUISE LLC
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGEMENT LLC
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS 1996, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS
1996 INSTITUTIONAL, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD-EURIS SPECIAL SITUATIONS
1996, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS
1996 LIMITED
By: Wexford Management LLC,
its investment sub-advisor
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD ADVISORS, LLC
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD EURIS ADVISORS, LLC
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
/s/ Charles E. Davidson
Charles E. Davidson
/s/Joseph M. Jacobs*
Joseph M. Jacobs
_____________________________________
*By Arthur H. Amron, attorney-in-fact
<PAGE>
EXHIBIT INDEX
1. Exhibit I - Agreement pursuant to Rule 13d-
1(f)(1)(iii) filed herewith
2. Exhibit II - Power of Attorney
<PAGE>
EXHIBIT I
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth below.
MARQUISE LLC
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGEMENT LLC
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS 1996, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS
1996 INSTITUTIONAL, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD-EURIS SPECIAL SITUATIONS
1996, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS
1996 LIMITED
By: Wexford Management LLC,
its investment sub-advisor
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD ADVISORS, LLC
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD EURIS ADVISORS, LLC
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
/s/ Charles E. Davidson
Charles E. Davidson
/s/Joseph M. Jacobs*
Joseph M. Jacobs
_____________________________________
*By Arthur H. Amron, attorney-in-fact
<PAGE>
EXHIBIT II
POWER OF ATTORNEY
The undersigned, Joseph M. Jacobs, hereby irrevocably
constitutes and appoints Arthur H. Amron, whose address is c/o
Wexford Management LLC, 411 West Putnam Avenue, Greenwich, CT
06830, as my true and lawful attorney, with full power and
authority, in my name, place and stead, as fully as could I if
personally present and acting:
(a) to act on my behalf with respect to all matters
relating to any Statement on Schedule 13D (including amendments
thereto) with respect to the Common Stock of Mark Solutions,
Inc.; and
(b) generally to execute, deliver and file all
certificates, documents and filings, and to do all things and to
take or forego any action which he may deem necessary or
desirable in connection with or to effectuate the foregoing.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney this 12th day of June, 1997.
/s/Joseph M. Jacobs
Joseph M. Jacobs
