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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
MLC HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
55305V 10 7
(CUSIP Number)
November 8, 1996
(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).
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CUSIP No. 55305V 10 7
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
PHILLIP G. NORTON
J.A.P., INC.
J.A.P. INVESTMENT GROUP L.P.
(See Exhibit A, Joint Filing Agreement, attached)
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
NOT APPLICABLE
3) SEC Use Only
4) Citizenship or Place of Organization
PHILLIP G. NORTON - UNITED STATES
J.A.P. INC. - COMMONWEALTH OF VIRGINIA
J.A.P. INVESTMENT GROUP L.P. - COMMONWEALTH OF VIRGINIA
<TABLE>
<S> <C> <C>
Number of (5) Sole Voting Power 2,781,470 - Phillip G. Norton
Shares Beneficially (6) Shared Voting Power -0-
Owned by Each (7) Sole Dispositive Power 65,000 - Phillip G. Norton
Reporting (8) Shared Dispositive Power 2,040,000 - J.A.P., Inc.
Person With 2,040,000 - J.A.P. Investment Group LP
</TABLE>
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
PHILLIP G. NORTON 2,846,470
J.A.P., INC. 2,040,000
J.A.P. INVESTMENT GROUP L.P. 2,040,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
(11) Percent of Class Represented by Amount in Row 9
PHILLIP G. NORTON 46.88%
J.A.P., INC. 33.6%
J.A.P. INVESTMENT GROUP L.P. 33.6%
(12) Type of Reporting Person (See Instructions)
PHILLIP G. NORTON IN
J.A.P., INC. CO
J.A.P. INVESTMENT GROUP L.P. PN
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SCHEDULE 13G
The information contained herein is filed with respect to the Common
Stock, par value $0.01 per share (the "Stock"), of MLC Holdings, Inc. by Phillip
G. Norton, J.A.P., Inc., J.A.P. Investment Group LP.
ITEM 1(a). NAME OF ISSUER:
MLC Holdings, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11150 Sunset Hills Road, Suite 110
Reston, Virginia 22190
ITEM 2(a). NAME OF PERSON FILING:
Phillip G. Norton
J.A.P., Inc.
J.A.P. Investment Group L.P.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
11150 Sunset Hills Road, Suite 110
Reston, Virginia 22190
ITEM 2(c). CITIZENSHIP:
See Cover Page Item 4.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share
ITEM 2(e). CUSIP NUMBER:
55305V 10 7
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or
13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
Inapplicable.
IF THIS STATEMENT IS BEING FILED PURSUANT TO RULE
13d-1(c), CHECK THIS BOX [ ].
ITEM 4. OWNERSHIP.
ITEM 4(a). AMOUNT BENEFICIALLY OWNED:
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Phillip G. Norton 2,846,470
J.A.P., INC. 2,040,000
J.A.P. Investment Group L.P. 2,040,000
Includes 2,040,000 shares held by J.A.P. Investment
Group, L.P., a Virginia limited partnership, of which
J.A.P., Inc., a Virginia corporation, is the sole
general partner, and Patricia A. Norton, trustee for
the benefit of Phillip G. Norton, Jr., u/a dated July
20, 1983, Patricia A. Norton, trustee for the benefit
of Andrew L. Norton, u/a dated July 20, 1983,
Patricia A. Norton, trustee for the benefit of
Jeremiah O. Norton u/a dated July 20, 1983, and
Patricia A. Norton are the limited partners. Patricia
A. Norton, spouse of Phillip G. Norton, is the sole
stockholder, director and President of J.A.P., Inc.
Phillip G. Norton holds sole voting rights and right
of first refusal to acquire as to all of the shares
of Common Stock and as to all shares of voting stock
acquired in the future held by J.A.P. Investment
Group, L.P., Kevin M. Norton (366,600 shares) and
Patrick J. Norton, Jr. (374,870 shares) under an
Irrevocable Proxy and Stock Rights Agreement. Also
includes 65,000 shares of Common Stock that Phillip
G. Norton has rights to acquire pursuant to options
which are exercisable as of December 31, 1997 and
excludes 65,000 shares of Common Stock issuable
pursuant to stock options which are not vested or
exercisable.
ITEM 4(b). PERCENT OF CLASS:
See Cover Page Item 11.
ITEM 4(c). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
See Cover Page Item 5 and Item 4(a) above.
(ii) shared power to vote or to direct the vote:
See Cover Page Item 6.
(iii) sole power to dispose or to direct the
disposition of:
See Cover Page Item 7.
(iv) shared power to dispose or to direct the
disposition of:
See Cover Page Item 8 and 4(a) above.
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
See note to Item 4.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Inapplicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Inapplicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Inapplicable.
ITEM 10. CERTIFICATION.
Inapplicable.
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.
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April 6, 1998
- ------------------------------
Date
/s/ PHILLIP G. NORTON
- ------------------------------
Phillip G. Norton
- ------------------------------
Name/Title
April 6, 1998
- ------------------------------
Date
J.A.P., INC.
By: /s/ PHILLIP G. NORTON
---------------------------
Signature
Phillip G. Norton, President
---------------------------
Name/Title
April 6, 1998
- ------------------------------
Date
J.A.P. INVESTMENT GROUP, LP
By: /s/ PHILLIP G. NORTON
--------------------------
Signature
Phillip G. Norton, President
---------------------------
Name/Title
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Entities (as such term is defined in the Schedule 13G referred
to below) on behalf of each of them of a statement on Schedule 13G (including
amendments thereto) with respect to the Common Stock, par value of $0.01 per
share, of Common Stock of MLC Holdings, Inc.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
6th day of April, 1998.
PHILLIP G. NORTON
---------------------------------------------
J.A.P. INVESTMENT GROUP, L.P.
By:
------------------------------------------
J.A.P., Inc., Phillip G. Norton, President
J.A.P., INC.
By:
------------------------------------------
Phillip G. Norton, President
