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)
(Amendment No. 1)1
METRETEK TECHNOLOGIES, INC.
(f/k/a Marcus Natural Gas Services, Inc.)
(Name of Issuer)
COMMON STOCK -- PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
566323101
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(CUSIP Number)
Kenneth I. Schaner
Swidler Berlin Shereff Freidman, LLP
3000 K Street, N.W., Suite 300, Washington, D.C. 20007
202-424-7500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 2000
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
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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 be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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).
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SCHEDULE 13D/A
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CUSIP No. 566323101 Page 2 of 4
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1. NAMES OF REPORTING PERSONS: American Meter Company (successor-in-
interest to Eagle Research Corporation)
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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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 Not Applicable
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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 Delaware
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NUMBER OF 7. SOLE VOTING POWER 461,319
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 461,319
REPORTING -----------------------------------------------------
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
461,319
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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) 12.19%
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14. TYPE OF REPORTING PERSON CO
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This Amendment No. 1 to Schedule 13D is filed by American Meter Company
("American Meter"), a Delaware corporation, successor in interest to Eagle
Research Corporation, a West Virginia Corporation ("Eagle"). This Amendment
No. 1 supplements and amends the Schedule 13D filed with the Securities and
Exchange Commission (the "SEC") by Eagle on April 2, 1998 (the "Schedule
13D"), with respect to the common stock, par value $0.01 per share (the
"Common Shares"), of Metretek Technologies, Inc. (f/k/a Marcum Natural Gas
Services, Inc.), a Delaware corporation (the "Issuer" or the "Company"). All
capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Schedule 13D.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Between February 9 and February 10, 2000, American Meter sold a total
of 220,000 Common Shares on the NASDAQ National Market, as follows:
Date Number of Shares Price Per Common Share
------- ---------------- ----------------------
02/09/00 5,000 13.5000
02/09/00 5,000 13.4375
02/09/00 9,000 13.3750
02/09/00 50,000 12.8750
02/09/00 3,000 13.2500
02/09/00 2,000 13.3125
02/09/00 1,000 13.7500
02/10/00 144,000 11.3750
02/10/00 1,000 12.0000
Total: 220,000
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended as follows:
(a) Ruhrgas beneficially owns 461,319 Common Shares, including
105,495 Common Shares and warrants to acquire 26,374 Common Shares that
American Meter will receive upon conversion of the Convertible Note (as
defined in the Schedule 13D), and 109,891 Common Shares that American Meter
currently has the right to acquire pursuant to warrants which it holds, which
holdings represent approximately 12.19% of the outstanding Common Shares as of
December 28, 1999, based on the information contained in the Issuer's proxy
materials as filed with the Commission on January 5, 2000.
(b) Ruhrgas has the sole power to vote, to direct the vote of, to
dispose and to direct the disposition of, 461,319 Common Shares.
(c) Since the filing of the Schedule 13D, as reported in Item 3 above,
American Meter has sold 220,000 Common Shares.
(d) No person is known by American Meter to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Shares referenced in paragraph (a) above.
(e) Not applicable.
Page 3 of 4
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule 13D is
true, complete and correct.
Date: February 24, 2000
American Meter Company
By:/s/ Alex Tyshovnytsky
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Name: Alex Tyshovnytsky
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Title: Vice President - Finance
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