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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT No. 4
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)
Metretek Technologies, Inc.
(f/k/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
September 14, 1999
(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 6 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) [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 | | 244,450 (See Item 5)
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY | | 0
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 244,450 of Common Stock (See Item 5)
PERSON WITH | 10 | SHARED DISPOSITIVE POWER
| | 0
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,450 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)
6.97% of Common Stock (See Item 5)
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14 TYPE OF REPORTING PERSON
PN
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Page 2 of 6 Pages
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CUSIP No. 566323309 SCHEDULE 13D
This Amendment No. 4 to Schedule 13D is filed to report the sale of shares of
common stock of Metretek Technologies, Inc. (f/k/a Marcum Natural Gas Services,
Inc.) (the "Issuer") as discussed in Item 5 hereof. FamCo Value Income Partners,
L.P. and its general partners, Funsten Asset Management and Mr. Kenneth B.
Funsten, are referred to as the "Reporting Persons."
Item 1. Security and Issuer.
There has been no change in the information previously reported in this item of
this Schedule 13D and amendments to the same filed by the Reporting Person.
Item 2. Identity and Background.
There has been no change in the information previously reported in this item of
this Schedule 13D and amendments to the same filed by the Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration.
There has been no change in the information previously reported in this item of
this Schedule 13D and amendments to the same filed by the Reporting Person.
Item 4 Purpose of Transaction
The purpose of the transactions reported in 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, the
Reporting Persons 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, the
Reporting Persons do not 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;
Page 3 of 6 Pages
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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 Amendment No. 4 to Schedule 13D, FamCo VIP owns
186,400 shares of the Issuer's Common Stock and 58,050 Warrants, representing in
the aggregate, approximately 6.97% (1) of the Issuer's 3,541,090 shares
outstanding as of June 30, 1999 (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 326,275 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
11.78% (2) of the Issuer's 3,541,090 shares outstanding as of June 30, 1999
(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.
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(1) The percentage was calculated by adding 186,400 shares held by FamCo VIP to
58,050 Warrants held by FamCo VIP and by dividing the result by the sum of
3,541,090 shares (outstanding) and 58,050 (number of Warrants held by FamCo
VIP).
(2) The percentage was calculated by adding 326,275 shares to 90,937 Warrants
and by dividing the sum by the sum of 3,541,090 shares (outstanding) and 90,937
(number of Warrants).
Page 4 of 6 Pages
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(c) The following presents a list of 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 sale was effected.
<TABLE>
<S> <C> <C> <C> <C>
Identity Date Amount of Securities Price/Share Type
FamCo VIP 9/14/99 25,800 $6.8048 Open-market sale ("OMS")
FamCo VIP 9/15/99 20,000 $7.5680 OMS
</TABLE>
(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
None.
Page 5 of 6 Pages
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: September 24, 1999
/s/ Kenneth B. Funsten
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Signature
Kenneth B. Funsten, General Partner
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Name/Title
Page 6 of 6 Pages
