SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)
ECOGEN INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
278864-20-2
(CUSIP Number)
Emanuel J. Adler
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5565
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
August 20, 1998
(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 |_|.
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.
(Continued on following pages)
(Page 1 of 6 Pages)
- ----------
(1) 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 disclosures 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).
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP NO. 238864-20-2 Page 2 of 6 Pages
- ---------------------- ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MOSES MARX
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 534,833
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
--
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 534,833
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
--
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,833
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.66%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6 Pages
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP NO. 238864-20-2 Page 3 of 6 Pages
- ---------------------- ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNITED EQUITIES (COMMODITIES) COMPANY
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
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) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 534,833
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
--
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 534,833
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
--
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,833
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.66%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 6 Pages
<PAGE>
This Amendment No. 3 amends and supplements the Schedule 13D, dated June
16, 1997 as amended (the "Schedule D"), of Moses Marx and United Equities
(Commodities) Company ("United Equities Commodities") (the "Reporting Persons"),
with respect to the Common Stock, par value $.01 per share (the "Common Stock"),
of Ecogen, Inc. (the "Company"). Except as modified hereby, there has been no
change in the information previously reported in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
According to information provided by the Company, there were, as of July
31, 1998, 8,032,848 shares of Common Stock issued and outstanding.
United Equities Commodities owns 534,833 shares of Common Stock, comprising
6.66% of the issued and outstanding shares of Common Stock.
Mr. Marx may be deemed a beneficial owner of such 534,833 shares by virtue
of his being the only person in a position to determine the investment and
voting decisions of United Equities Commodities with respect to such
shares.
Mr. Marx, through United Equities Commodities, has sole power to vote and
dispose of all such shares.
United Equities Commodities has sole power to vote and dispose of all such
shares.
Philippe D. Katz, a .5% partner in United Equities Commodities,
beneficially owns 10,000 shares of Common Stock, comprising less than 1% of
the issued and outstanding shares of the Common Stock. Dr. Joseph M. Fink,
a .5% partner in United Equities Commodities, beneficially owns 9,000
shares of Common Stock, comprising less than 1% of the issued and
outstanding shares of Common Stock. The Reporting Persons specifically
disclaim beneficial ownership of the shares of Common Stock owned by Mr.
Katz and Dr. Fink, respectively, and disclaim membership in a Group.
(c) During the last 90 days, Joseph M. Fink has made the following open
market purchases of shares of Common Stock on the NASDAQ National Market:
Page 4 of 6 Pages
<PAGE>
Number of Price
Date Shares Purchased Per Share
8/31/98 3,000 $1.125
On August 20, 1998, the Company and United Equities Commodities entered
into a Convertible Preferred Stock Purchase Agreement (the "Purchase
Agreement") pursuant to which United Equities Commodities purchased, for an
aggregate purchase price of $3,233,747.56, 32,338 shares of the Company's
8% Series 1998-C Convertible Preferred Stock, par value $.01 per share (the
"Preferred Stock"). The purchase price was paid by surrender to the Company
of the 8% Convertible Note due October 31, 2002, in the original principal
amount of $3,037,333.33 (the "Note"), which had been issued to United
Equities Commodities on October 31, 1997 and which had an outstanding
balance as of August 20, 1998 of $3,233,747.56. The holder of shares of
Preferred Stock does not have the right to convert such shares into shares
of Common Stock until August 20, 1999.
(d) Each of the Reporting Persons affirms that no person other than the
Reporting Persons has the right to receive, or the power to direct the
receipt of, dividends from, or the proceeds from the sale of, the Common
Stock owned by the Reporting Persons.
(e) It is inapplicable for the purposes hereof to state the date on which
the Reporting Persons ceased to be the owners of more than five percent of
the Common Stock.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
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.
Date: September 14, 1998
/s/ Moses Marx
---------------------------------------
MOSES MARX
UNITED EQUITIES (COMMODITIES) COMPANY
By: /s/ Moses Marx
----------------------------------
Moses Marx, General Partner
Page 6 of 6 Pages
