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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.
--------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------
(Title of Class of Securities)
29358M 10 8
-------------------------------------
(CUSIP Number)
June 18, 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
------------
CUSIP NO. 29358M 10 8
---------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
James H. 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 1,020,965(1)
NUMBER OF
SHARES
BENEFICIALLY 6. SHARED VOTING POWER -0-
OWNED BY
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 1,020,965(1)
PERSON
WITH
8. SHARED DISPOSITIVE POWER -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,020,965(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
34.2%
12. 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.
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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)
4J2R1C Limited Partnership
41-1349619
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 962,164
NUMBER OF
SHARES
BENEFICIALLY 6. SHARED VOTING POWER -0-
OWNED BY
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 962,164
PERSON
WITH
8. SHARED DISPOSITIVE POWER -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,164
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
32.3%
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
---------------------
James H. Michael and 4J2R1C 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
-----------
James H. Michael - Citizen of United States
4J2R1C Limited Partnership - Organized in State of Minnesota
ITEM 2(d). Title of Class of Securities
----------------------------
Common Stock, $.01 par value
ITEM 2(e). CUSIP Number
------------
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) A total of 1,020,965 shares are beneficially owned by James H.
Michael: 53,301 shares of that amount are owned directly by James
H. Michael, 5,500 shares are options that are currently
exercisable within 60 days of this report, and 962,164 shares are
held indirectly by the 4J2R1C Limited Partnership ("4J2R1C").
Mr. James H. Michael is the managing general partner and a
limited partner of 4J2R1C and by reason of his status as the
managing general partner is deemed to beneficially own all shares
held by
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Page 5 of 7 pages
4JR1C and exercises voting and dispositive power with respect
to such Common Stock. However, in the event James H. Michael,
(or another general partner should James H. Michael cease to
be a general partner) wishes to sell any shares of Issuer's
Common Stock contributed to 4J2R1C by any limited partner, he
must obtain prior written consent to such sale from limited
partners owning at least 50% of 4J2R1C's partnership units.
The limited partnership units of 4J2R1C are owned by James H.
Michael, and his children, Jeffrey J. Michael, Janette M. He,
Jennifer L. Redlin, Roxanne C. Miller and Rosemary G. Bouvier
and related family trusts, Jeffrey J. Michael 1990 Irrevocable
Family Trust, Janette Michael 1990 Irrevocable Family Trust,
Jennifer Michael Redlin 1990 Irrevocable Family Trust, Roxanne
Michael Miller 1990 Irrevocable Family Trust, Rosemary Michael
Bouvier 1990 Irrevocable Family Trust, Carole M. Michael
Family Trust and James H. Michael Trust. 4J2R1C has three
general partners: James H. Michael, Jeffrey J. Michael and 2JM
Enterprises, Inc., a Minnesota corporation. So long as James
H. Michael remains a general partner, he has full power and
authority to act on behalf of 4J2R1C, to the exclusion of the
other general partners.
(b) Percent of class:
James H. Michael - 34.2%
4J2R1C Limited Partnership - 32.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
James H. Michael - 1,020,965
4J2R1C Limited Partnership - 962,466
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of:
James H. Michael - 1,020,965
4J2R1C Limited Partnership - 962,466
(iv) shared power to dispose or to direct the disposition of:
-0-
ITEM 5. Ownership of Five Percent or Less of a Class
--------------------------------------------
N/A
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
---------------------------------------------------------------
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
------------------------------
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/ James H. Michael
----------------------------------------
James H. Michael, Individually
By: Jeffrey J. Michael,
his attorney-in-fact
4J2R1C LIMITED PARTNERSHIP
By /s/ James H. Michael
----------------------------------------
James H. Michael
Managing General Partner
By: Jeffrey J. Michael,
his attorney-in-fact
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Page 7 of 7 pages
Exhibit 1
---------
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/ James H. Michael
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James H. Michael, Individually
By: Jeffrey J. Michael,
his attorney-in-fact
4J2R1C LIMITED PARTNERSHIP
By /s/ James H. Michael
----------------------------------------
James H. Michael
Managing General Partner
By: Jeffrey J. Michael,
his attorney-in-fact
