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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT No. 5
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.
Tannenbaum Helpern Syracuse & Hirschtritt
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
February 4, 2000
(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 | | 275,300 (See Item 5)
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY | | 0
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 275,300 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
275,300 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)
5.49% 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. 5 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. 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
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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. 5 to Schedule 13D, FamCo VIP owns
190,250 shares of the Issuer's Common Stock and 85,050 warrants, representing in
the aggregate, approximately 5.49% (1) of the Issuer's 4,934,225 shares
outstanding as of February 8, 2000 (based upon information obtained from the
Issuer).
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 365,525 shares and 136,687 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
9.90378% (2) of the Issuer's 4,934,225 shares. 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.
_______________________
(1) The percentage was calculated by adding 190,250 shares held by FamCo VIP to
85,050 warrants held by FamCo VIP and by dividing the result by the sum of
4,934,225 shares (outstanding) and 85,050 (number of warrants held by FamCo
VIP).
(2) The percentage was calculated by adding 365,525 shares to 136,687 warrants
and by dividing the sum by the sum of 4,934,225 shares (outstanding) and 136,687
(number of warrants deemed to be held by Mr. Funsten).
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(c) The following presents a list of transactions in the Issuer's securities by
FamCo VIP and Mr. Funsten within the last 60 days, including the price per share
and the means by which such transaction was effected.
<TABLE>
<S> <C> <C> <C> <C>
Identity Date Amount of Securities Price/Share Type
FamCo VIP 1/28/00 20,000 shares $10.6081 Open-Market Sale ("OMS")
FamCo Offshore, Ltd. 1/28/00 6,300 shares $10.6081 OMS
FamCo VIP 1/28/00 4,250 warrants $6.5647 OMS
FamCo VIP 2/3/00 2,050 shares $10.8125 OMS
FamCo VIP 2/4/00 28,100 shares $12.1385 OMS
FamCo Offshore 2/4/00 4,300 shares $12.1385 OMS
Mr. Funsten 2/4/00 181 Units (3) $362,000 (4) Private Placement Purchase
("PPP")
FamCo VIP 2/4/00 270 Units (3) $540,000 (4) ("PPP")
FamCo Offshore, Ltd. 2/4/00 49 Units (3) $98,000 (4) ("PPP")
</TABLE>
(d) Not applicable.
(e) Not Applicable.
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(3) Each Unit consists of one share of Series B Preferred Stock, 200 shares of
common stock and one warrant to purchase 100 shares of common stock. The
warrants may be exercised at any time between March 9, 2000 through December 9,
2004. The initial exercise price for the warrants is $6.7425 per share, subject
to adjustment pursuant to certain antidilution and reset provisions. Since the
warrants may be exercised within 60 days of the date of this filing, Mr. Funsten
may be deemed to beneficially own the 50,000 shares of common stock issuable
upon the exercise of the warrants. Such shares have therefore been included in
this filing.
Pursuant to the terms of the Certificate of Designation of Series B Preferred
Stock, each Share of Series B Preferred Stock may be converted into common stock
any time after June 9, 2000. Given that the Series B Preferred Stock may not be
converted within 60 days of the date of this filing, the shares of common stock
issuable upon conversion of the Series B Preferred Stock have not been included
in the amounts shown in this filing.
(4) The Issuer has not supplied the purchase price of each component of the
Units; only aggregate price is available and is therefore reported herein.
Page 5 of 6 Pages
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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.
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: February 8, 2000
/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
