UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING
(Amendment No. "3")
Metretek Technologies, Inc.
(NAME OF ISSUER)
Common Stock, par value $0.01 per share
(TITLE CLASS OF SECURITIES)
59159Q107
(CUSIP NUMBER)
12/31/04
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
(X) RULE 13D-1(B)
( ) RULE 13D-1(C)
( ) RULE 13D-1(D)
* 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 THE
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 ("ACT") 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).
CUSIP NO. 59159Q107 PAGE 2 OF 9
1. NAME OF REPORTING PERSON/EIN
General Motors Trust Company, as trustee for GMAM Investment Funds
Trust II
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York, New York
5. SOLE VOTING POWER
SHARES 0
6. SHARED VOTING POWER
SHARES 685,976
7. SOLE DISPOSITIVE POWER
SHARES 0
8. SHARED DISPOSITIVE POWER
SHARES 685,976
9. TOTAL BENEFICIALLY OWNED
SHARES 685,976
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98%
12. TYPE OF REPORTING PERSON*
EP
-----------
CUSIP NO. 59159Q107 13G PAGE 3 OF 9
1. NAME OF REPORTING PERSON/EIN
General Motors Investment Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
685,976
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
685,976
9. TOTAL BENEFICIALLY OWNED
685,976
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98%
12. TYPE OF REPORTING PERSON*
IA, CO
SCHEDULE 13G PAGE 4 OF 9
ITEM 1.
(A) NAME OF ISSUER
Metretek Technologies, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
600 17th Street
Suite 800 North
Denver, CO 80202
ITEM 2.
(A) NAME OF PERSON FILING
(i) General Motors Trust Company, as trustee for GMAM Investment Fund
Trust II ("Trust")
(ii) General Motors Investment Management Corporation ("GMIMCo")
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
(i) Trust
767 Fifth Ave.
New York, NY 10153
(ii) GMIMCo
767 Fifth Avenue
New York, NY 10153
(C) CITIZENSHIP
(i) Trust - New York
(ii) GMIMCo - Delaware
(D) TITLE CLASS OF SECURITIES
Common Stock, par value $0.01 per share(Metretek Technologies Inc.
Shares)
(E) CUSIP NUMBER
59159Q107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(SELECT EITHER E OR F)
(E)[x] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940 (in the case of GMIMCo)
(F)[x] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act OF 1974
or Endowment Fund (in the case of the Trust) SEE SECTION
240.13d-1(b)(1)(ii)(F)
PAGE 5 of 9
ITEM 4. OWNERSHIP
The Trust is a trust formed under and for the benefit of one or more employee
benefit plans ("Plans") of General Motors Corporation ("GM"), its subsidiaries
and unrelated employers. GMIMCo is registered as an investment adviser under the
Investment Advisers Act of 1940. Its principal business is providing investment
advice and investment management services with respect to the assets of the
Plans and of certain direct and indirect subsidiaries of GM and other entities.
The Trust and GMIMCo are referred to herein as the "Reporting Persons."
GMIMCo has the responsibility to select and terminate investment managers with
respect to the Plans. It also itself manages certain assets of the Plans. One
investment manager acting with respect to the Plans is DDJ Capital Management,
LLC (the "Manager"). GMIMCo and the Manager have discretionary authority over
the assets of the Plans which they manage including voting and investment power
with respect to securities of the Issuer included among such assets. In view of
GMIMCo's management of certain assets of the Plans and GMIMCo's authority to
terminate the Manager, the following information is being provided as of
December 31, 2001 with respect to such securities of the Issuer under management
by the Manager for the benefit of the Plans (1)(2):
(A) AMOUNT BENEFICIALLY OWNED
(i) Trust 685,976
(ii) GMIMCo 685,976
(B) PERCENT OF CLASS
(i) Trust 5.98 %
(ii) GMIMCo 5.98 %
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 0
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE -
Same as set forth under Item 4 (a) above
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITIO -
0
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF- Same as set forth under Item 4 (a) above.
The various trusts established under the Plans invest in a variety of investment
media, including publicly traded and privately placed securities. Such
investments could include shares of the Issuer and/or other securities of the
Issuer in addition to those referred to in this statement ("Additional
Securities"). The investment and voting decisions regarding any Additional
Securities which might be owned by such trusts are made by the trustees thereof
or unrelated investment managers, who, in so acting, act independently of GMIMCo
(although the appointment of such investment managers is subject to
authorization of and termination by GMIMCo as noted above). No information
regarding any such holdings by such trusts under the Plans is contained in this
statement.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
NOT APPLICABLE
---------------
(footnotes)
(1) Pursuant to Rule 13d-4. The Reporting Persons expressly declare that the
filing of this statement shall not be construed as an admission that any such
Person is, for the purposes of Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any securities covered
by this statement.
(2) Includes 242,988 shares which may be acquired upon the conversion of
certain of the Issuer's convertible securities and warrants, calculated in
accordance with rule 13d-3(d) (1).
PAGE 6 OF 9
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM 10. CERTIFICATION
By signing below the undersigned certifies that, to the best of the
undersigned's knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
PAGE 7 of 9
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 16, 2005
GENERAL MOTORS TRUST COMPANY,
As trustee for GMEM Investment Funds Trust II
By: /s/ Duen-Li Kao
------------------------------------------
Name: Duen-Li Kao
Title: Managing Director, Global Fixed Income
PAGE 8 of 9
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 16, 2005
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ Duen-Li Kao
------------------------------------------
Name: Duen-Li Kao
Title: Managing Director, Global Fixed Income
PAGE 9 OF 9
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Schedule 13G filed on or about this date with respect to the beneficial
ownership by the undersigned of shares of common stock of Metretek
Technologies, Inc. being, and any and all amendments to such Schedule may be,
filed on behalf of each of the undersigned. This Agreement may be executed in
two or more counterparts, each of which will be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated: February 16, 2005
GENERAL MOTORS TRUST COMPANY,
As trustee for GMEM Investment Funds Trust II
By: /s/ Duen-Li Kao
------------------------------------------
Name: Duen-Li Kao
Title: Managing Director, Global Fixed Income
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ B. Jack Miller
------------------------------------------
Name: B. Jack Miller
Title: Chief Investment Officer,
Affiliate Funds