-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C60EJTx+h/RfrBV3vItcXgYXtbyk/KOm/5i/FKuX76+6ZTupqg3YHEtdMPYONjrR LjHe98JJWOfATOGX6VRtyw== 0000950133-98-001566.txt : 19980430 0000950133-98-001566.hdr.sgml : 19980430 ACCESSION NUMBER: 0000950133-98-001566 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980428 SROS: NASD GROUP MEMBERS: J.A.P. INVESTMENT GROUP L.P. GROUP MEMBERS: J.A.P., INC. GROUP MEMBERS: NORTON PHILLIP G SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MLC HOLDINGS INC CENTRAL INDEX KEY: 0001022408 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 541817218 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-51049 FILM NUMBER: 98602879 BUSINESS ADDRESS: STREET 1: 11150 SUNSET HILLS ROAD STREET 2: SUITE 110 CITY: RESTON STATE: VA ZIP: 20190-5321 BUSINESS PHONE: 7038345710 MAIL ADDRESS: STREET 1: 11150 SUNSEL HILLS ROAD STREET 2: SUITE 110 CITY: RESTON STATE: VA ZIP: 20190-5321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTON PHILLIP G CENTRAL INDEX KEY: 0001057485 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11150 SUNSET HILLS ROAD, SUITE 110 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 7038345710 SC 13G 1 SCHEDULE 13G 1 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). 2 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 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
(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 3 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: 4 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. 5 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. 6 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 EX-1 2 JOINT FILING AGREEMENT 1 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 -----END PRIVACY-ENHANCED MESSAGE-----