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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ENStar Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
29358M 10 8
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(CUSIP Number)
December 22, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ 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).
(continued on following page(s))
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Page 2 of 7 pages
SCHEDULE 13G
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CUSIP NO. 29358M 10 8
---------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Jeffrey J. Michael
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) [__]
(b) [__]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
5. SOLE VOTING POWER 916,165(1)
NUMBER OF
SHARES
BENEFICIALLY 6. SHARED VOTING POWER -0-
OWNED BY
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 916,165(1)
PERSON
WITH
8. SHARED DISPOSITIVE POWER -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
916,165(1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.3%
12. TYPE OF REPORTING PERSON*
IN
(1) 865,666 of these shares are held by 3J2R Limited Partnership of which
Jeffrey J. Michael has beneficial ownership as managing general partner.
45,500 of these shares are options currently exercisable within 60 days of
this report.
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Page 3 of 7 pages
SCHEDULE 13G
- ------------
CUSIP NO. 29358M 10 8
---------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
3R2R Limited Partnership
41-1612323
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) [__]
(b) [__]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in the State of Minnesota
5. SOLE VOTING POWER 865,666
NUMBER OF
SHARES
BENEFICIALLY 6. SHARED VOTING POWER -0-
OWNED BY
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 865,666
PERSON
WITH
8. SHARED DISPOSITIVE POWER -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,666
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.1%
12. TYPE OF REPORTING PERSON*
PN
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Page 4 of 7 pages
ITEM 1(a). Name of Issuer
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ENStar Inc.
ITEM 1(b). Address of Issuer's Principal Executive Offices
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6479 City West Parkway
Eden Prairie, MN 55344-3246
ITEM 2(a). Names of Persons Filing
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Jeffrey J. Michael and 3J2R Limited Partnership
ITEM 2(b). Address of principal business office
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6479 City West Parkway
Eden Prairie, MN 55344-3246
ITEM 2(c). Citizenship
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Jeffrey J. Michael - Citizen of United States of America
3J2R Limited Partnership - Organized in State of Minnesota
ITEM 2(d). Title of Class of Securities
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Common Stock, $.01 par value
ITEM 2(e). CUSIP Number
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29358M 10 8
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or
13(d)-2(b), check whether the person filing it is a:
--------------
N/A
ITEM 4. Ownership
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(a) 916,165 shares are beneficially owned by Jeffrey J. Michael: 3,316
shares of that amount are owned directly by Jeffrey J. Michael,
1,683 shares are held by Jeffrey J. Michael as custodian of his
daughter for which he exercises voting and dispositive power, 45,500
shares are options that are currently exercisable within 60 days of
this report, and 865,666 shares of that amount are held indirectly
by Jeffrey J. Michael through the 3J2R Limited Partnership ("3J2R").
Jeffrey J. Michael is the managing general partner of 3J2R and, by
reason of his status, beneficially owns all shares held by 3J2R and
exercises voting and dispositive power
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Page 5 of 7 pages
with respect to such Common Stock. The limited partnership units
of 3J2R are owned by Jeffrey J. Michael's siblings, Janette M. He,
Jennifer L. Redlin, Roxanne C. Miller and Rosemary G. Bouvier.
3J2R has two general partners: Jeffrey J. Michael and 2JM
Enterprises, Inc., a Minnesota corporation. So long as Jeffrey J.
Michael remains a general partner, he has power and authority to
act on behalf of 3J2R, to the exclusion of the other general
partner. Jeffrey J. Michael disclaims beneficial ownership of
3,083 shares held by his wife. Jeffrey J. Michael is the President,
Chief Executive Officer and a director of the Issuer. His father,
James H. Michael, is the managing general partner of the limited
partnership of 4J2R1C Limited Partnership ("4J2R1C") which owns
962,164 shares of the Issuer's Common Stock. Although Jeffrey J.
Michael is a general partner of 4J2R1C, James H. Michael exercises
sole voting and dispositive power with respect to the shares owned
by 4J2R1C.
(b) Percent of class:
Jeffrey J. Michael - 30.3%
3J2R Limited Partnership - 29.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Jeffrey J. Michael - 916,165
3J2R Limited Partnership - 865,666
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of:
Jeffrey J. Michael - 916,165
3J2R Limited Partnership - 865,666
(iv) shared power to dispose or to direct the disposition of:
-0-
ITEM 5. Ownership of Five Percent or Less of a Class
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N/A
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
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N/A
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Page 6 of 7 pages
ITEM 7. Identification and Classification of the Subsidiary Which Acquired
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the Security Being Reported on By the Parent Holding Company
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N/A
ITEM 8. Identification and Classification of Members of the Group
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N/A
ITEM 9. Notice of Dissolution of Group
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N/A
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.
Date: February 15, 1999
/s/ Jeffrey J. Michael
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Jeffrey J. Michael, Individually
3J2R LIMITED PARTNERSHIP
------------------------
By /s/ Jeffrey J. Michael
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Jeffrey J. Michael
Managing General Partner
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Page 7 of 7 pages
Exhibit 1
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JOINT FILING AGREEMENT
-----------------------
In accordance with Rule 13d-1(k) 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 13G (including amendments thereto)
with respect to the common stock 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 February 15, 1999.
/s/ Jeffrey J. Michael
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Jeffrey J. Michael, Individually
3J2R LIMITED PARTNERSHIP
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By /s/ Jeffrey J. Michael
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Jeffrey J. Michael
Managing General Partner
