<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
REPTRON ELECTRONICS,INC.
------------------------
(NAME OF ISSUER)
$.01 Par Value Common Stock
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
76026W109
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(CUSIP NUMBER)
Paul J. Plante
14401 McCormick Drive, Tampa, Florida 33626: (813) 854-2351
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 7, 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 [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
- ---------------
(1) 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 disclosures provided in a prior cover page.
The information required on 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 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))
(Page 1 of 10 Pages)
<PAGE> 2
CUSIP NO. 76026W109 13D PAGE 2 OF 10 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS Michael L. Musto
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,082,902 (see item 5)
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
2,082,902 (see item 5)
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,082,902 (see item 5)
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.1%
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(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 76026W109 13D PAGE 3 OF 10 PAGES
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(1) NAMES OF REPORTING PERSONS MLM, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada, U.S.A.
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(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,942,522 (see item 5)
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH -0-
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
1,942,552 (see item 5)
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,942,552 (see item 5)
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 76026W109 13D PAGE 4 OF 10 PAGES
(1) NAMES OF REPORTING PERSONS Michael L. Musto Revocable Living Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,082,902 (see item 5)
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH -0-
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
2,082,902 (see item 5)
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,082,902 (see item 5)
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.1%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
00
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
ITEM 1 SECURITY AND ISSUER
Title of Securities: Common Stock, par value $.01 per share
(the "Common Stock") of Reptron
Electronics, Inc. (the "Issuer")
Name and Address of Issuer: Reptron Electronics, Inc.
14401 McCormick Drive
Tampa, Florida 33626
ITEM 2 IDENTITY AND BACKGROUND
Item 2(a) This Schedule 13D relates to Michael L. Musto
("Musto"), MLM, Inc., a Nevada corporation ("MLM"),
as general partner of MLM Investment Company Limited
Partnership, a Nevada limited partnership ("MLM
Ltd"), and Michael L. Musto Revocable Living Trust
("MLM Trust") (each may also be referred to as the
"Reporting Person"). Musto is the sole officer,
director, and shareholder of MLM. MLM Trust, of
which Musto is the trustee, is both a
general and a limited partner of MLM Ltd.
The number of additional shares of Common Stock
reported in this Amendment No. 3 to Schedule 13D as
being beneficially owned by each Reporting Person is
based on an assumed conversion of the full principal
amount of the 6 3/4 Convertible Subordinated Notes,
due 2004, purchased by MLM Trust on January 7, 1999
(the "Debentures"). The Debentures are convertible
into Common Stock at the rate of 35.0877 shares of
Common Stock per each $1,000 principal amount of the
Debentures.
Item 2(b) The business address for Musto and MLM Trust is:
14401 McCormick Drive
Tampa, FL 33626
The business address for MLM is:
c/o Beckley Singleton DeLanoy
530 Las Vegas Blvd., S.
Las Vegas, Nevada 89101
Item 2(c) The principal occupation or business of each
Reporting Person is as follows:
Musto President and Chief Executive Officer of
Reptron Electronics, Inc.
14401 McCormick Drive
Tampa, FL 33626
MLM Managing General Partner of MLM Ltd:
c/o Beckley Singleton DeLanoy
530 Las Vegas Blvd., S.
Las Vegas, Nevada 89101
MLM Trust Investor
14401 McCormick Drive
Tampa, Florida 33626
Page 5 of 10 Pages
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Item 2(d) Criminal Proceedings: None.
Item 2(e) Civil Proceedings: None.
Item 2(f) The natural person listed in Item 2(a) above is a
United States citizen.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 7, 1999 MLM Trust (a general and limited partner of MLM
Ltd.) acquired the Debentures, in principal amount of $4,000,000, in a private
transaction. The MLM Trust used $2,000,000 of cash from the MLM Trust's assets
to purchase the Debentures, which are convertible into a total of 140,350 shares
of Common Stock.
In addition, Musto involuntarily acquired and transferred to MLM, Ltd a
total of 464,848 shares of Common Stock in connection with the termination of
the Issuer's Employee Profit Sharing Plan.
ITEM 4 PURPOSE OF TRANSACTION
Each Reporting Person named in this statement holds the Debentures and
the shares of Common Stock of the Issuer for investment purposes. At this time,
no Reporting Person has any specific plan or proposal to acquire or dispose of
shares of the Issuer's Common Stock or the Debentures. Consistent with each
Reporting Person's investment purpose, each Reporting Person at any time and
from time to time may acquire additional shares of Common Stock or dispose of
any or all of his or its Common Stock depending upon an ongoing evaluation of
the investment in the Common Stock, prevailing market conditions, other
investment opportunities, the liquidity requirements of each Reporting Person
and/or other investment conditions.
Except as set forth above no Reporting Person has any present plans or proposals
which would relate to or result in:
(a) the acquisition by any Reporting Person of additional
securities of the Issuer, or the disposition of securities of
the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer 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;
Page 6 of 10 Pages
<PAGE> 7
(i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g) (4)
of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated in (a) through
(i) above.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) Based on an assumed conversion in full of the
principal amount of the Debentures acquired by MLM
Trust on January 7, 1999:
1) Musto would be deemed to be the beneficial
owner of 2,082,902 shares of Common Stock
(33.1%), including i) 140,350 shares of
Common Stock (2.2%) issuable to MLM Trust of
which Musto is trustee, upon the conversion
of the Debentures and ii) 1,942,552 shares
of Common Stock (30.9%) held by MLM Ltd. of
which MLM is the managing general partner,
and Musto is President and Controlling
shareholder of MLM.
2) MLM would be deemed to be the beneficial
owner of 1,942,552 (30.9%) shares of Common
Stock held by MLM Ltd. of which MLM is the
managing general partner.
3) MLM Trust would be deemed the beneficial
owner of 2,082,902 (33.1%) shares of Stock,
including i) 140,350 shares of Common Stock
(2.2%) issuable to MLM Trust upon the
conversion of the Debentures and ii)
1,942,552 shares of Common Stock (30.9%)
held by MLM Ltd. of which MLM Trust is both
a general and a limited partner.
Item 5(b) Number of shares of Common Stock of which each
Reporting Person has:
1) Sole power to vote or direct vote:
None
2) Shared power to vote or direct vote:
i) 2,082,902 shares of Common Stock
with respect to Musto is shared by virtue of
his relationship, as controlling person,
with MLM and as trustee of MLM Trust as
described in Item 2 and 5(a), above;
ii) 1,942,552 shares of Common Stock
with respect to MLM is shared by virtue of
its relationship as general partner of MLM
Ltd, as described in Item 2 and 5(a), above;
and
iii) 2,082,902 shares of Common
Stock with respect to MLM Trust is shared
with Musto, as trustee of the MLM Trust, and
with both Musto and MLM as a general and
limited partner of MLM Ltd, as described in
Item 2, above.
3) Sole power to dispose or direct disposal of:
None
4) Shared power to dispose or direct disposal
of:
i) 2,082,902 shares of Common Stock
with respect to Musto is shared by virtue of
his relationship, as controlling person,
with MLM and as trustee of MLM Trust as
described in Item 2 and 5(a) above;
ii) 1,942,552 shares of Common Stock
with respect to MLM is shared by virtue of
its relationship as general partner of MLM
Ltd, as described in Item 2 and 5(a), above;
and
Page 7 of 10 Pages
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iii) 2,082,902 shares of Common
Stock with respect to MLM Trust, and with
both Musto and MLM as a general and limited
partner of MLM Ltd, as described in Item 2,
above.
Item 5(c) The only transaction with respect to the
Issuer's Common Stock effected during the past sixty
days by any Reporting Person was the acquisition of
the $4,000,000 face value Debentures by MLM Trust on
January 7, 1999 for $2,000,000.
Item 5(d) Michael L. Musto, as sole director, officer, and
shareholder of MLM, the managing general partner of
MLM Ltd., has the right to receive and to direct the
receipt of dividends from and proceeds from the sale
of the shares indicated in Item 11 of the applicable
cover page. Mr. Musto has the right to receive
proceeds from the sale of the shares of Common Stock
indicated in Item 11 of the applicable cover page
as trustee of the MLM Trust, a general and a limited
partner of MLM Ltd.
Item 5(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
For a description of the MLM Investment Company Limited
Partnership Agreement among MLM (as managing general partner),
Musto, as trustee under the MLM Trust (as non-managing general
partner and limited partner), and Musto, as trustee under the
Michael L. Musto Grantor Retained Annuity Trust dated January
13, 1994 (as limited partner), see the MLM Investment Company
Limited Partnership Agreement, included as an exhibit to the
Schedule 13D filed with the Commission on February 18, 1997
and incorporated herein by reference.
ITEM 7 MATERIALS TO BE FILED AS EXHIBITS
EXHIBIT 1 MLM Investment Company Limited Partnership
Agreement, filed as an exhibit to the
Schedule 13D filed with the Commission by
the Reporting Persons, on February 18, 1997.
EXHIBIT 2 JOINT FILING AGREEMENT
SIGNATURE
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.
Dated: January 18, 1999
/s/ Michael L. Musto
--------------------------------
Michael L. Musto
Page 8 of 10 Pages
<PAGE> 9
MLM, INC.
By: /s/ Michael L. Musto
-----------------------------
Michael L. Musto, President
MICHAEL L. MUSTO REVOCABLE LIVING TRUST
By: /s/ Michael L. Musto
-----------------------------
Michael L. Musto, Trustee
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 9 of 10 Pages
<PAGE> 10
Exhibit 3
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 an amended statement on Schedule 13D filed on January 18, 1999
including any amendment thereto. This Joint Filing Agreement shall be included
as an Exhibit to such joint filing. In evidence thereof, each of the
undersigned, being duly authorized, hereby executed this Agreement this 18th day
of January, 1999.
/s/ Michael L. Musto
-------------------------------------------
Michael L. Musto
MLM, INC.
By: /s/ Michael L. Musto
----------------------------------------
Michael L. Musto, President
MICHAEL L. MUSTO REVOCABLE LIVING TRUST
By: /s/ Michael L. Musto
----------------------------------------
Michael L. Musto, Trustee
Page 10 of 10 Pages
