-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RCkeCggfjXTP7daC+uZHTYGwpp/4wGDtdOECpMg9QUgiMf16SK7B3SSNf5C0YuHE djorKLbtPE5XZu02Scl8kQ== 0001050929-99-000006.txt : 19990112 0001050929-99-000006.hdr.sgml : 19990112 ACCESSION NUMBER: 0001050929-99-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARCUM NATURAL GAS SERVICES INC/NEW CENTRAL INDEX KEY: 0000882154 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 841169358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42399 FILM NUMBER: 99504423 BUSINESS ADDRESS: STREET 1: WORLD TRADE CTR STREET 2: 1675 BROADWAY STE 2150 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035925555 MAIL ADDRESS: STREET 1: 1675 BROADWAY STREET 2: SUITE 2150 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FUNSTEN ASSET MANAGEMENT CO CENTRAL INDEX KEY: 0001070340 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954419576 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 121 OUTRIGGER MALL CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 3105777887 MAIL ADDRESS: STREET 1: 121 OUTRIGGER MALL CITY: MARINA DEL REY STATE: CA ZIP: 90292 SC 13D 1 SCHEDULE 13D 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. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 566323309 - -------------------------------------------------------------------------------- (CUSIP NUMBER) Kenneth B. Funsten 121 Outrigger Mall Marina del Rey, CA 10992 (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 6 Pages ------------------------ ------------------------ | CUSIP NO.566323309 | 13D | Page 2 of 6 | ------------------------ ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kenneth B. Funsten - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PN/00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - - ------------------------------------------------------------------------------ NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 467,112 Shares of Common Stock (See Item 5) BENEFICIALLY | 8 | SHARED VOTING POWER OWNED BY | | 0 EACH | 9 | SOLE DISPOSITIVE POWER REPORTING | | 467,112 shares of Common Stock (See Item 5.) PERSON WITH | 10 | SHARED DISPOSITIVE POWER | | 0 - - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 467,112 shares of Common Stock (See Item 5.) - - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.94% of Common Stock (See Item 5) - - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - - ------------------------------------------------------------------------------ Page 2 of 6 Pages 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. (a) Kenneth B. Funsten (b) 121 Outrigger Mall Marina del Rey, California 90292 (c) President of Funsten Management Asset Management Company, 121 Outrigger Mall, Marina del Rey, California 90292. (d) During the past five (5) years, Mr. Funsten has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) (e) During the past five (5) years, Mr. Funsten has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he has been 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. (f) United States of America Item 3. Source and Amount of Funds or Other Consideration. As to shares and warrants of the Issuer which Mr. Funsten holds directly, he has acquired such shares with his personal funds. As to the shares and warrants of the Issuer which Mr. Funsten holds indirectly through investment vehicles, such shares were acquired with the working capital of such investment vehicles. As to shares of an employee of Funsten Asset Management Company whose shares Mr. Funsten may be deemed to control, such shares were acquired with the employee's personal funds. As to the aggregate of 48,737 common stock purchase warrants (the "Warrants"), they were received by Mr. Funsten, FamCo Value Income Partners, L.P. and FamCo Offshore, Ltd. 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 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, as President and Portfolio Manager of Funsten Asset Management Company 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 may purchase, directly or indirectly, additional shares of the Issuer's stock or dispose of some or 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. Page 3 of 6 Pages Mr. Funsten does not 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; 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 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 all of the 376,175 shares owned by Mr. Funsten, FamCo Value Income Partners, L.P., FamCo Offshore, Ltd. and a certain employee of Funsten Asset Management Company which Mr. Funsten may be deemed to control, representing in the aggregate approximately 12.94%(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), and after giving effect to the aggregate number of 90,937 Warrants owned by Famco Value Income Partners, L.P., FamCo Offshore, Ltd. and by Mr. Funsten directly. Mr. Funsten disclaims any economic interest in the shares as to which Mr. Funsten has no direct or indirect pecuniary interest. Mr. Funsten further disclaims the beneficial ownership of the shares held by the certain employee of Funsten Asset Management Company who Mr. Funsten may be deemed to control. (c) The following presents a list of purchases (including acquisitions by way of distributions) and sales of all shares by Mr. Funsten and FamCo Value Income Partners, L.P. - -------------- (1) The percentage was calculated by adding 376,175 shares to 90,937 Warrants and by diving the sum by the sum of 3,518,231 shares (outstanding) and 90,937 (number of Warrants). Page 4 of 6 Pages within the last 60 days, including the price per Share and the means by which such purchase or sale was effected. Identity Date Amount of Securities Price/Share Type Mr. Funsten 11/11/98 2,500 $2.5625 Open-market purchase ("OPM") Mr. Funsten 11/12/98 825 $2.3125 OPM Mr. Funsten 12/30/98 75,300 $1.41 OPM FamCo Value Partners, L.P. 12/30/98 93,500 $1.41 OPM
On December 30, 1998, FamCo Value Income Partners, L.P. acquired the aggregate amount of 23,375 Warrants in an open market transaction at $.20. On the same day, Mr. Funsten purchased 18,825 Warrants for personal accounts in an open market transaction at the same price. (d) FamCo Value Partners, L.P. has the right to receive dividends from, or proceeds from the sale of the Issuer's shares and its interest relates to more than five percent of the Issuer's common stock. (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. 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: January 11, 1999 - ---------------------------------------------------------------------- Signature /s/ Kenneth B. Funsten - ---------------------------------------------------------------------- Name/Title Kenneth B. Funsten Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----