<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
ENStar Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
29358M 10 8
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(CUSIP Number)
Jeffrey J. Michael
President and Chief Executive Officer
ENStar Inc.
7450 Flying Cloud Drive
Eden Prairie, Minnesota 55344
(612) 942-3800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 19, 1999
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(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: [ ]
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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
1,020,965 (1)
NUMBER OF
SHARES 8) SHARED VOITING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 1,020,965 (1)
WITH
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,020,965 (1)
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.2%
14) TYPE OF REPORTING PERSON
IN
(1) 962,164 of these shares are held by 4J2R1C Limited Partnership of which
James H. Michael has beneficial ownership as managing general partner. 5,500
of these shares are 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
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
14) TYPE OF REPORTING PERSON
PN
</TABLE>
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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
916,165 (1)
NUMBER OF
SHARES 8) SHARED VOITING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 916,165 (1)
WITH
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
916,165 (1)
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
14) 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.
</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
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%
14) TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE>
SCHEDULE 13D
This initial Schedule 13D supersedes and replaces in its entirety: (1)
the Schedule 13G dated December 29, 1997 filed by James H. Michael and 4J2R1C
Limited Partnership, and all amendments thereto, and (2) the Schedule 13G
dated December 29, 1997 filed by Jeffrey J. Michael and 3J2R Limited
Partnership, and all amendments thereto.
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 James H. Michael,
4J2R1C Limited Partnership, Jeffrey J. Michael and 3J2R Limited Partnership
(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 sole general partner of 3J2R.
(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.
(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
Incorporation, 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 July 19, 1999, the Reporting Persons entered into a letter of
intent with a Special Committee of the Board of Directors of ENStar pursuant
to which the Reporting Persons will acquire all of the shares of Common Stock
of ENStar not owned or controlled by the Reporting Persons for a price of
$12.50 per share. The Special Committee's approval of the transaction, which
will take the form of a merger between ENStar and a corporation formed by the
Reporting Persons, is subject to the negotiation and approval of a definitive
merger agreement and related documents, approval by a majority of the shares
of Common Stock of ENStar not held by the Reporting Persons, the receipt of
any necessary governmental or other approvals and any other terms and
conditions established in the definitive merger agreement.
The Reporting Persons have not paid any amount of funds or other
consideration in connection with entering into the letter of intent.
Item 4. Purpose of Transaction.
On July 19, 1999, the Reporting Persons entered into a letter of
intent with a Special Committee of the Board of Directors of ENStar pursuant
to which the Reporting Persons will acquire all of the shares of Common Stock
of ENStar not owned or controlled by the Reporting Persons for a price of
$12.50 per share. The Special Committee's approval of the transaction, which
will take the form of a merger between ENStar and a corporation formed by the
Reporting Persons, is subject to the negotiation and approval of a definitive
merger agreement and related documents, approval by a majority of the shares
of Common Stock of ENStar not held by the Reporting Persons, the receipt of
any necessary governmental or other approvals and any other terms and
conditions established in the definitive merger agreement.
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 letter of intent is qualified in its
entirety by reference to a copy of the letter of intent incorporated by
reference as Exhibit 1 to this 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 July 19, 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 March 31, 1999):
1. James H. Michael beneficially owned 1,020,965 shares (34.2%
of the Common Stock). He has sole voting and dispositive power with respect
to all such shares. Included within the 1,020,965 shares of Common Stock of
which James H. Michael has sole voting and dispositive power are 962,164
shares of Common Stock held by 4J2R1C Limited Partnership and 5,500 shares of
Common Stock issuable pursuant to outstanding options held by Mr. Michael that
are fully exercisable.
2. Jeffrey J. Michael beneficially owned 916,165 shares (30.3%
of the Common Stock). He has sole voting and dispositive power with respect
to all such shares. Included within the 916,165 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 and 45,500 shares of
Common Stock issuable pursuant to outstanding options held by Mr. Michael that
are fully exercisable.
3. 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 all such shares.
4. 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 all such shares.
5. The Reporting Persons beneficially owned an aggregate of
1,937,130 shares (64.0% of the Common Stock).
<PAGE>
(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) None of the Reporting Persons has effected any transactions in
the Common Stock of ENStar during the past 60 days.
(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 July 19,
1999, the Reporting Persons entered into a letter of intent with a Special
Committee of the Board of Directors of ENStar pursuant to which the Reporting
Persons will acquire all of the shares of Common Stock of ENStar not owned or
controlled by the Michael family for a price of $12.50 per share. The Special
Committee's approval of the transaction, which will take the form of a merger
between ENStar and a corporation formed by the Reporting Persons, is subject
to the negotiation and approval of a definitive merger agreement and related
documents, approval by a majority of the shares of Common Stock of ENStar not
held by the Reporting Persons, the receipt of any necessary governmental or
other approvals and any other terms and conditions established in the
definitive 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 1 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 Letter of Intent dated July 19, 1999.
Exhibit 2 Agreement among James H. Michael, Jeffrey J. Michael,
4J2R1C Limited Partnership and 3J2R Limited
Partnership.
<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.
July 29, 1999 /s/ James H. Michael
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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
3J2R LIMITED 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 Letter of Intent dated July 19, 1999. Filed herewith
electronically
2 Agreement among James H. Michael,
Jeffrey J. Michael, 4J2R1C Limited
Partnership and 3J2R Limited Partnership Filed herewith
electronically
</TABLE>
<PAGE>
Exhibit 1
RICHARD BRAUN
July 19, 1999
Mr. Jeffrey Michael
ENStar, Inc.
6475 City West Parkway
Eden Prairie, MN 55344
Dear Jeff:
Thank you for your letter of July 13, 1999, conveying an offer to
purchase the minority shares in ENStar for $12.50 per share, in cash. During
the ensuing days, our respective advisors have discussed the terms of the
offer and I understand we have arrived at somewhat modified terms. The
principal terms are:
- ENStar Acquisition, Inc. (to be formed) and ENStar, Inc. will merge.
- Purchase Price per share of $12.50 to the non-Michael family
shareholders.
- CorVel price collar of $20.00 to $26.00 per share. If the dollar
weighted trading price of CorVel exceeds $26.00 during the 15 trading
days prior to closing, ENStar, via the Special Committee, may
terminate the transaction. If the dollar weighted trading price of
CorVel is less than $20.00 during such 15 trading day period, the
Michael Family may terminate the transaction.
- The Merger will require approval of a majority of the non-Michael
Family shares (proxies not returned will not be counted as voted;
proxies returned but not voted shall be counted as a vote in favor).
- If dissenters' rights are exercised with respect to more than five
percent of the outstanding shares, the Michael Family will have the
option to terminate the transaction.
- These terms are subject to negotiation and execution of a definitive
merger agreement.
Acting as the ENStar Special Committee of the Board, I view these as
acceptable terms for the minority shareholders and, subject to execution of a
definitive agreement, would recommend that the shareholders approve the
merger.
<PAGE>
Mr. Jeffrey J. Michael
Page Two
July 19, 1999
If these terms are acceptable to you, please sign below and return a copy
of this letter to me. We can then proceed to execute a definitive agreement.
Very truly yours,
/s/ Richard Braun
- ------------------
Richard Braun
Agreed:
/s/ Jeffrey J. Michael
- ----------------------
Jeffrey J. Michael
<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 July 29, 1999.
/s/ James H. Michael
--------------------
James H. Michael
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
3J2R LIMITED PARTNERSHIP
By: /s/ Jeffrey J. Michael
-----------------------
Jeffrey J. Michael
Managing General Partner
