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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Marcum Natural Gas Services, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
566323309
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(CUSIP NUMBER)
FamCo Value Income Partners, L.P.
121 Outrigger Mall
Marina del Rey, CA 10992
(310) 577-7887
(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
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
December 30, 1998
(Date of event which requires
filing of this statement)
CUSIP No. 566323309
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(e), 13d-1(f) or 13d-1(g) check the following box
[ ]
Page 1 of 5 Pages
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| CUSIP NO.566323309 | 13D | Page 2 of 6 |
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1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FamCo Value Income Partners, L.P.
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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
00
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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
California, USA
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 290,250 (See Item 5)
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY | | 0
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 290,250 shares of Common Stock (See Item 5.)
PERSON WITH | 10 | SHARED DISPOSITIVE POWER
| | 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,250 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)
8.12% of Common Stock (See Item 5)
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14 TYPE OF REPORTING PERSON
PN
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Page 2 of 5 Pages
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CUSIP No. 566323309 SCHEDULE 13D
Item 1. Security and Issuer.
Security Acquired: Common Stock
Issuer: Marcum Natural Gas Services, Inc. (the "Issuer")
1675 Broadway
121 Suite 2150
Denver, CO 80202
Item 2. Identity and Background.
FamCo Value Income Partners, L.P. ("FamCo VIP") is a California limited
partnership. FamCo VIP invests in, holds, sells, trades, on margin or otherwise,
and otherwise deals in securities and other intangible investment instruments,
consisting principally, but not solely, of stocks, bonds, notes, bills,
derivatives and other securities and instruments that are traded in public
markets. FamCo VIP is located at 121 Outrigger Mall, Marina del Rey, California
90292. FamCo VIP has not been convicted in a criminal proceeding during the last
five (5) years. FamCo VIP 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.
Item 3. Source and Amount of Funds or Other Consideration.
FamCo VIP acquired the common stock and 23,375 warrants of the Issuer through
the working capital of Famco VIP. As to the 34,675 common stock purchase
warrants (the "Warrants"), they were received by FamCo VIP when the Issuer
distributed such Warrants as a dividend to its shareholders on September 18,
1998.
Item 4 Purpose of Transaction
The purpose of the transactions reported by this Schedule 13D was and is
investment in the securities of the Issuer. Mr. Funsten, general partner of
FamCo VIP and also President and President and Portfolio Manager of Funsten
Asset Management Company, general partner of FamCo VIP, may hold talks and
discussions with various parties, including, but not limited to, the Issuer's
management, its board of directors and other shareholders on a variety of
possible subjects, regarding ways to increase shareholder value. Mr. Funsten
intends to pay close attention to developments at and pertaining to the Issuer,
and, subject to market conditions and other factors deemed relevant to him, Mr.
Funsten and FamCo VIP may purchase, jointly or separately, directly or
indirectly, additional shares of the Issuer's stock or dispose of some or all of
such shares in open-market purchases or privately negotiated transactions.
Furthermore, the Issuer may from time to time contact large shareholders with a
view towards discussing the acquisition of their shares. Neither Mr. Funsten nor
FamCo VIP have any current plans or proposals which would result in any of the
following:
a. the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
Page 3 of 5 Pages
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b. an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
c. a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
d. 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;
e. any material change in the present capitalization or dividend
policy of the Issuer;
f. any other material change in the Issuer's business or corporate
structure;
g. 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;
h. 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 interdealer quotation system of a registered
national securities association;
i. causing a class of securities of the Issuer to become eligible
for termination of registration pursuant to Section 12(g)(4) of
the Act; or
j. any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) - (b) As of the date of this Schedule 13D, FamCo VIP owns 232,200 shares of
the Issuer's common stock and 58,050 Warrants, representing in the aggregate
approximately 8.12%(1) of the Issuer's 3,518,231 shares outstanding as of
October 31, 1998 (based upon information obtained from the Issuer's latest
10-QSB).
(c) The following presents a list of purchases (including acquisitions by way of
distributions) and sales of all shares by FamCo VIP within the last 60 days,
including the price per Share and the means by which such purchase or sale was
effected.
<TABLE>
<S> <C> <C> <C> <C>
Identity Date Amount of Securities Price/Share Type
FamCo VIP 12/30/98 93,500 $1.41 OPM
</TABLE>
On December 30, 1998, FamCo VIP acquired 23,375 Warrants in an open market
transaction at $.20 per Warrant.
(d) Not applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
Not Applicable.
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(1) The percentage was calculated by adding 232,200 shares held by FamCo VIP to
58,050 Warrants held by FamCo VIP and by diving the result by the sum of
3,518,231 shares (outstanding) and 58,050 (number of Warrants held by FamCo
VIP).
Page 4 of 6 Pages
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Signatures
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 11, 1999
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Signature
/s/ Kenneth B. Funsten
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Name/Title
Kenneth B. Funsten
Page 5 of 5 Pages
