<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ENStar Inc.
-----------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
29358M 10 8
-----------
(CUSIP Number)
Jeffrey J. Michael
President and Chief Executive Officer
ENStar Inc.
7450 Flying Cloud Drive
Eden Prairie, Minnesota 55344
(612) 942-3800
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 13, 1999
---------------
(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 that 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>
SCHEDULE 13D
CUSIP No. 29358M-10-8
<TABLE>
<CAPTION>
<S> <C>
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
ENStar Acquisition, Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable.
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
7) SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8) SHARED VOITING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X] Excludes shares held by other group members
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14) TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 29358M-10-8
<TABLE>
<CAPTION>
<S> <C>
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
James H. Michael
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable.
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7) SOLE VOTING POWER
7,500 (1)
NUMBER OF
SHARES 8) SHARED VOITING POWER
BENEFICIALLY 962,164
OWNED BY EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 7,500 (1)
WITH
10) SHARED DISPOSITIVE POWER
962,164
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
969,664 (1)(2)
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X] Excludes shares held by other group members
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.5%
14) TYPE OF REPORTING PERSON
IN
(1) Includes: (a) 962,164 shares held by 4J2R1C Limited Partnership of which
James H. Michael is a general partner; and (b) 7,500 shares issuable pursuant to
options currently exercisable within 60 days of this report.
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 29358M-10-8
<TABLE>
<CAPTION>
<S> <C>
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
4J2R1C Limited Partnership
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable.
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
7) SOLE VOTING POWER
962,164
NUMBER OF
SHARES 8) SHARED VOITING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 962,164
WITH
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,164
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X] Excludes shares held by other group members
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
14) TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 29358M-10-8
<TABLE>
<CAPTION>
<S> <C>
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Jeffrey J. Michael
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable.
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7) SOLE VOTING POWER
1,020,017(1)
NUMBER OF
SHARES 8) SHARED VOITING POWER
BENEFICIALLY 962,164(2)
OWNED BY EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 1,020,017(1)
WITH
10) SHARED DISPOSITIVE POWER
962,164(2)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,982,181 (1)(2)
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X] Excludes shares held by other group members
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.4%
<PAGE>
14) TYPE OF REPORTING PERSON
IN
(1) Includes: (a) 865,666 shares held by 3J2R Limited Partnership of which
Jeffrey J. Michael is managing general partner; (b) 101,726 shares held by the
Michael Acquisition Corporation Trust U/A Dated Effective July 29,1999 of
which Jeffrey J. Michael is the sole trustee; and (c) 52,625 shares issuable
pursuant to options currently exercisable within 60 days of this report.
(2) Includes 962,164 shares held by 4J2R1C Limited Partnership of which
Jeffrey J. Michael is a general partner.
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 29358M-10-8
<TABLE>
<CAPTION>
<S> <C>
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
3J2R Limited Partnership
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable.
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
7) SOLE VOTING POWER
865,666
NUMBER OF
SHARES 8) SHARED VOITING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 865,666
WITH
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,666
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X] Excludes shares held by other group members
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%
14) TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 29358M-10-8
<TABLE>
<CAPTION>
<S> <C>
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Michael Acquisition Corporation Trust U/A Dated Effective July 29, 1999
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable.
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
7) SOLE VOTING POWER
101,726
NUMBER OF
SHARES 8) SHARED VOITING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 101,726
WITH
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,726
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X] Excludes shares held by other group members
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14) TYPE OF REPORTING PERSON
OO
</TABLE>
<PAGE>
SCHEDULE 13D
This Amendment No. 1 to Schedule 13D hereby amends a Schedule 13D dated
July 19, 1999 filed by Jeffrey J. Michael, James H. Michael, 4J2R1C Limited
Partnership and 3J2R Limited Partnership.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the common stock, par
value $.01 per share (the "Common Stock"), of ENStar Inc., a Minnesota
corporation ("ENStar"). The address of the principal executive offices of
ENStar is 7450 Flying Cloud Drive, Eden Prairie, Minnesota 55344.
Item 2. Identity and Background.
(a) This statement is filed by and on behalf of ENStar Acquisition,
Inc., James H. Michael, 4J2R1C Limited Partnership, Jeffrey J. Michael, 3J2R
Limited Partnership and the Michael Acquisition Corporation Trust (collectively,
the "Reporting Persons"). James H. Michael and Jeffrey J. Michael are the
general partners of 4J2R1C Limited Partnership, and Jeffrey J. Michael is the
managing general partner of 3J2R Limited Partnership. Jeffrey J. Michael is
the sole director, President, Treasurer and Secretary of ENStar Acquisition,
Inc. and the sole trustee of the Michael Acquisition Corporation Trust.
(b) The principal business address of each of the Reporting Persons
is 6479 City West Parkway, Eden Prairie, Minnesota 55344-3246. Both 4J2R1C
Limited Partnership and 3J2R Limited Partnership are Minnesota limited
partnerships that are principally engaged in the business of real estate,
equity and other forms of investment. ENStar Acquisition, Inc. is a Minnesota
corporation that was formed for the purpose of acquiring the stock of ENStar.
(c) James H. Michael is a member of the Board of Directors of
ENStar. Jeffrey J. Michael is the President and Chief Executive Officer and a
member of the Board of Directors of ENStar. ENStar is a holding company. Its
principal subsidiaries are Americable, Inc. and Enstar Networking corporation.
ENStar also owns 2,050,000 shares of common stock of CorVel Corporation, or an
approximate 25% interest. ENStar also owns 1,350,000 shares in Vicom
Incorporated, or an approximate 38.5% interest.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, United States federal or state
securities laws or finding any violation with respect to such laws.
(f) Both James H. Michael and Jeffrey J. Michael are United States
citizens.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
On August 13, 1999, the Reporting Persons entered into a merger
agreement (the "Merger Agreement") with ENStar Inc. pursuant to which, on
the terms and subject to the conditions set forth therein, ENStar Acquisition,
Inc. will be merged with and into ENStar (the "Merger"), with ENStar being
the surviving corporation. In connection with the transactions contemplated
by the Merger Agreement, ENStar Acquisition, Inc. will borrow approximately
$13.1 million under a credit facility or loan agreement.
Item 4. Purpose of Transaction.
On August 13, 1999, the Reporting Persons entered into a merger
agreement (the "Merger Agreement") with ENStar Inc. pursuant to which, on
the terms and subject to the conditions set forth therein, ENStar
Acquisition, Inc. will be merged with and into ENStar (the "Merger"), with
ENStar being the surviving corporation. As a result of the Merger,
shareholders of ENStar other than the Reporting Persons, will receive
$12.50 in cash per share of Common Stock. The Merger is subject to numerous
terms and conditions, including approval and adoption of the Merger Agreement
by a majority of shareholders of ENStar other than the Reporting Persons and a
majority of the shareholders of ENStar including the Reporting Persons.
Additionally, the Merger Agreement provides that the transaction may be
terminated by the Special Committee of the Board of Directors of ENStar if the
dollar-weighted trading price of CorVel Corporation stock during the 15 trading
days prior to shareholder approval exceeds $26.00, and by ENStar Acquisition,
Inc. if that price is less than $20.00 during the same period.
In the event the Merger is consummated, the Reporting Persons expect
that shortly thereafter, the registration of the Common Stock under the
Securities Exchange Act of 1934, as amended, will be terminated and the Common
Stock will cease to be reported on the Nasdaq National Market. In addition,
the Reporting Persons expect that at the effective time of the merger the
composition of the board of directors of ENStar will change. However, the
Reporting Persons are not certain at this time who will serve as members of
the board of directors of ENStar after the merger.
The foregoing summary of the Merger Agreement is qualified in its
entirety by reference to a copy of the Merger Agreement incorporated by
reference as Exhibit 1 to this Amendment No. 1 to Schedule 13D and incorporated
herein in its entirety by reference.
Except as otherwise provided in this Item 4 and other than as to
matters that Jeffrey J. Michael as President and Chief Executive Officer of
ENStar, and James H. Michael, as a member of the Board of Directors of ENStar,
may consider and discuss with other ENStar officers and board members from
time to time, none of the Reporting Persons has any present plans or proposals
which relate to or would result in:
- the acquisition by any person of additional securities of ENStar
or the disposition of securities of ENStar;
<PAGE>
- an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving ENStar;
- a sale or transfer of a material amount of assets of ENStar;
- any change in the present board of directors or management of
ENStar, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
- any material change in the present capitalization or dividend
policy of ENStar;
- any other material change in ENStar's business or corporate
structure;
- changes in ENStar's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of ENStar by any person;
- causing a class of securities of ENStar to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
- a class of equity securities of ENStar becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, or
- any action similar to any of those listed above.
Item 5. Interest in Securities of the Issuer.
(a) As of August 13, 1999, each of the Reporting Persons beneficially
owned the following amounts of Common Stock (the percentages shown are based
upon 2,976,723 shares outstanding, as set forth in ENStar's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999):
1. ENStar Acquisition, Inc. beneficially owned no shares of
Common Stock.
2. James H. Michael beneficially owned 969,664 shares (32.5%
of the Common Stock). He has sole voting and dispositive power with respect
to 7,500 of such shares and shared voting and dispositive power with respect
to 962,164 of such shares. The 962,164 shares of Common Stock of which
James H. Michael has shared voting and dispositive power are held by 4J2R1C
Limited Partnership and the 7,500 shares of Common Stock of which James H.
Michael has sole voting and dispositive power are issuable pursuant to
outstanding options held by Mr. Michael that are fully exercisable.
3. Jeffrey J. Michael beneficially owned 1,982,181 shares (65.4%
of the Common Stock). He has sole voting and dispositive power with respect
to 1,020,017 of such shares and shared voting and dispositive power with respect
to 962,164 of such shares. Included within the 1,020,017 shares of Common Stock
of which Jeffrey J. Michael has sole voting and dispositive power are 865,666
shares of Common Stock held by 3J2R Limited Partnership, 101,726 shares of
Common Stock held by the Michael Acquisition Corporation Trust and 52,625 shares
of Common Stock issuable pursuant to outstanding options held by Mr. Michael
that are fully exercisable. The 962,164 shares of Common Stock of which Jeffrey
J. Michael has shared voting and dispositive power are held by 4J2R1C Limited
Partnership.
<PAGE>
4. 4J2R1C Limited Partnership beneficially owned 962,164
shares (32.3% of the Common Stock). 4J2R1C Limited Partnership has sole
voting and dispositive power with respect of all such shares.
5. 3J2R Limited Partnership beneficially owned 865,666 shares
(29.1% of the Common Stock). 3J2R Limited Partnership has sole voting and
dispositive power with respect of all such shares.
6. The Michael Acquisition Corporation Trust beneficially
owned 101,726 shares (3.4% of the Common Stock). Jeffrey J. Michael as sole
trustee of the Trust has sole voting and dispositive power with respect to
all such shares.
7. The Reporting Persons beneficially owned an aggregate of
1,989,681 shares (65.5% of the Common Stock).
(b) See Item 5(a) above. Except as otherwise provided in this
Item, each of the Reporting Persons disclaims beneficial ownership in the
shares owned by the other Reporting Persons.
(c) Except for the entering into of the Merger Agreement and the
following contributions of Common Stock to the Michael Acquisition Corporation
Trust by James H. Michael and Jeffrey J. Michael and his affiliates, none of
the Reporting Persons has effected any transactions in the Common Stock of
ENStar during the past 60 days.
James H. Michael 53,301
Jeffrey J. Michael 3,316
Spouse of Jeffrey J. Michael 3,083
Minor child of Jeffrey J. Michael 1,683
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
As described under "Item 4. Purpose of Transaction," on August 13,
1999, the Reporting Persons entered into a Merger Agreement. See "Item 4.
Purpose of Transaction" for more detail.
Pursuant to Rule 13d-1(f) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this Schedule 13D, and any amendment or amendments hereto, a copy of
which has been filed as Exhibit 2 to this Schedule 13D and is incorporated
herein by this reference.
Except as described herein, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of ENStar.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement and Plan of Merger dated August 13, 1999
among ENStar Inc., ENStar Acquisition, Inc., and, for
certain purposes set forth therein, Jeffrey J. Michael,
James H. Michael, 4J2R1C Limited Partnership, 3J2R
Limited Partnership and Jeffrey J. Michael, as trustee
of the Michael Acquisition Corporation Trust
(incorporated by reference to Exhibit 2.1 to the
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999 filed by ENStar Inc.).
Exhibit 2 Agreement among Jeffrey J. Michael, James H. Michael,
4J2R1C Limited Partnership, 3J2R Limited Partnership
and Jeffrey J. Michael, as trustee of the Michael
Acquisition Corporation Trust (filed herewith).
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
August 24, 1999 ENSTAR ACQUISITION, INC.
By: /s/ Jeffrey J. Michael
-------------------------
Jeffrey J. Michael
President
/s/ James H. Michael
-------------------------
James H. Michael, Individually
4J2R1C LIMITED PARTNERSHIP
By: /s/ James H. Michael
----------------------
James H. Michael
General Partner
By: /s/ Jeffrey J. Michael
----------------------
Jeffrey J. Michael
General Partner
/s/ Jeffrey J. Michael
----------------------
Jeffrey J. Michael, Individually
MICHAEL ACQUISITION CORPORATION
TRUST U/A DATED EFFECTIVE JULY 29,
1999
By: /s/ Jeffrey J. Michael
----------------------
Jeffrey J. Michael
Trustee
3J2R LIMTED PARTNERSHIP
By: /s/ Jeffrey J. Michael
------------------------
Jeffrey J. Michael
Managing General Partner
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C> <C>
1 Agreement of Plan of Merger dated
August 13, 1999 among ENStar Inc.,
ENStar Acquisition, Inc., and, for Incorporated by reference
certain purposes set forth therein, to Exhibit 2.1 to the
Jeffrey J. Michael, James H. Michael, Quarterly Report on
4J2R1C Limited Partnership, 3J2R Form 10-Q for the quarter
Limited Partnership and Jeffrey J. ended June 30, 1999 filed
Michael, as trustee of the Michael by ENStar Inc.
Acquisition Corporation Trust.
2 Agreement among Jeffrey J. Michael,
James H. Michael, 4J2R1C Limited
Partnership, 3J2R Limited Partnership
and Jeffrey J. Michael, as trustee of Filed herewith
the Michael Acquisition Corporation Trust electronically
</TABLE>
<PAGE>
Exhibit 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including amendments thereto)
with respect to the common stock, $.01 par value, of ENStar Inc., and further
agree that this Joint Filing Agreement be included as an Exhibit to such joint
filings.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Joint Filing Agreement as of August 24, 1999.
ENSTAR ACQUISITION, INC.
By: /s/ Jeffrey J. Michael
--------------------------
Jeffrey J. Michael
President
/s/ James H. Michael
-----------------------------
James H. Michael, Individually
4J2R1C LIMITED PARTNERSHIP
By: /s/ James H. Michael
--------------------
James H. Michael
General Partner
By: /s/ Jeffrey J. Michael
----------------------
Jeffrey J. Michael
General Partner
/s/ Jeffrey J. Michael
----------------------
Jeffrey J. Michael, Individually
<PAGE>
MICHAEL ACQUISITION CORPORATION
TRUST U/A DATED EFFECTIVE JULY 29,
1999
By: /s/ Jeffrey J. Michael
---------------------------
Jeffrey J. Michael
Trustee
3J2R LIMITED PARTNERSHIP
By: /s/ Jeffrey J. Michael
-----------------------
Jeffrey J. Michael
Managing General Partner
