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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT No. 1
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 90292
(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 7 Pages
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| CUSIP NO.566323309 | 13D | Page 2 of 7 |
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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) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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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 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 7 Pages
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CUSIP No. 566323309 SCHEDULE 13D
This Amendment No.1 to Schedule 13D is filed to correct certain items contained
in the initial Schedule 13D filed by the reporting person on January 11, 1999.
Item 1. Security and Issuer.
Security Acquired: Common Stock
Issuer: Marcum Natural Gas Services, Inc. (the "Issuer")
1675 Broadway
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. The general partners of FamCo VIP are Funsten Asset Management Company,
a California corporation, and Kenneth B. Funsten, president and portfolio
manager of Funsten Asset Management Company (together, the "General Partners").
FamCo VIP and the General Partners are located at 121 Outrigger Mall, Marina del
Rey, California 90292. FamCo VIP and the General Partners have not been
convicted in a criminal proceeding during the last five (5) years. FamCo VIP and
the General Partners have not, during the past five (5) years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in their being 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 shares of the Issuer and the common stock purchase
warrants (the "Warrants") purchased in December 1998, with the working capital
of Famco VIP. FamCo VIP and Mr. Funsten also received Warrants on September 18,
1998, when the Issuer distributed such Warrants as a dividend to its
shareholders on September 18, 1998.
As to the shares of the Issuer which Mr. Funsten holds directly and the Warrants
which he purchased in December 1998, he has acquired such shares and Warrants
with his personal funds. Funsten Asset Management Company does not own any
shares of the Issuer.
Page 3 of 7 Pages
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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 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. Other than as described
above, neither Mr. Funsten nor FamCo VIP have 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;
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.
Page 4 of 7 Pages
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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).
As a holder of sole voting and investment authority over the shares owned by
FamCo Value Income Partners, L.P. and FamCo Offshore, Ltd. and as a holder of
the Issuer's shares directly, Mr. Funsten may be deemed, for the purposes of
Rule 13d-3 under the Securities and Exchange Act of 1934, as amended, to be the
beneficial owner of a total of 372,075 shares and 90,937 Warrants owned by
himself and those entities. Based upon the combined ownership of the shares and
the Warrants, Mr. Funsten may be deemed to own, in the aggregate, approximately
12.83% (2) 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). Mr. Funsten
disclaims any economic interest in the shares as to which Mr. Funsten has no
direct or indirect pecuniary interest. An employee of Funsten Asset Management
Company ("Management Company") owns an additional 4,100 shares which cannot be
sold or further added to without permission by Mr. Funsten by virtue of
restrictions that are placed on securities transactions by employees of the
Management Company; however, Mr. Funsten has no investment or voting authority
over the shares of said employee and Mr. Funsten expressly disclaims beneficial
ownership of such shares.
(c) The following presents a list of purchases (including acquisitions by way of
distributions) and sales of all shares by FamCo VIP and Mr. Funsten 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
Mr. Funsten 11/11/98 2,500 $2.5625 Open-market
purchase
("OMP")
Mr. Funsten 11/12/98 825 $2.3125 OMP
</TABLE>
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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 dividing the result by the sum of
3,518,231 shares (outstanding) and 58,050 (number of Warrants held by FamCo
VIP).
(2) The percentage was calculated by adding 372,075 shares to 90,937 Warrants
and by dividing the sum by the sum of 3,518,231 shares (outstanding) and 90,937
(number of Warrants).
Page 5 of 7 Pages
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<TABLE>
<S> <C> <C> <C> <C>
Mr. Funsten 12/30/98 75,300 $1.41 Negotiated (3)
Transaction
FamCo VIP 12/30/98 93,500 $1.41 Negotiated
Transaction (3)
</TABLE>
On December 30, 1998, FamCo VIP purchased 23,375 Warrants and Mr. Funsten
purchased 18,825 Warrants for various personal accounts at $.20 per Warrant, as
part of the same negotiated transaction in which the shares were purchased on
that date.
(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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(3) These shares were purchased in a block and were allocated to Mr. Funsten and
FamCo VIP. This transaction was inadvertently reported as an open market
purchase in the original 13D filed on January 11, 1999.
Page 6 of 7 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 19, 1999
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Signature
/s/ Kenneth B. Funsten
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Name/Title
Kenneth B. Funsten, General Partner
Page 7 of 7 Pages
