SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ELECTROSTAR, INC.
______________________________________________________________________________
(Name of Issuer)
Common Stock
______________________________________________________________________________
(Title of Class of Securities)
286164108
______________________________________________________________________________
(CUSIP Number)
with a copy to:
Krista L. Ward George J. Mazin
Stark Investments Lowenstein, Sandler, Kohl,
1500 West Market Street Fisher & Boylan, P.A.
Mequon, WI 53092 65 Livingston Avenue
(414) 241-1810 Roseland, New Jersey 07068
(201) 992-8700
______________________________________________________________________________
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 18, 1996
______________________________________________________________________________
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 ("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).
______________________________________________________________________________
CUSIP NO. 286164108
______________________________________________________________________________
1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of
Above Persons):
Michael A. Roth and Brian J. Stark (filing as joint filers
pursuant to Rule 13(d)1(f)(1))
______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
______________________________________________________________________________
3) SEC Use Only
______________________________________________________________________________
4) Source of Funds (See Instructions): WC
______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
______________________________________________________________________________
6) Citizenship or Place of Organization:
Wisconsin
______________________________________________________________________________
Number of 7) Sole Voting Power: 0
Shares Beneficially 8) Shared Voting Power: 382,400*
Owned by
Each Reporting 9) Sole Dispositive Power: 0
Person With: 10) Shared Dispositive Power: 382,400*
______________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
382,400*
______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
Not Applicable
______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11):
5.54*
______________________________________________________________________________
14) Type of Reporting Person (See Instructions): IN
______________________________________________________________________________
* Includes 191,200 Shares beneficially owned by Reliant Trading and
191,200 Shares beneficially owned by Shepherd Trading Limited. See
Item 2 and Item 5 for additional details.
Item 1: Security and Issuer:
This statement relates to the Common Stock of Electrostar, Inc. ("Shares").
The issuer has principal executive offices located at 710 North 600 West,
Logan, Utah 84321.
Item 2: Identity and Background
1.
a) Name: Brian J. Stark
b) Residence or Business Address: 1500 West Market Street
Mequon, WI 53092
c) Occupation: Investment Fund Manager
Staro Asset Management, L.L.C., Stark & Roth,
Inc., Staro Partners
1500 West Market Street
Mequon, WI 53092
d) Convictions: none
e) Civil Proceedings: none
f) Citizenship: United States
2.
a) Name: Michael A. Roth
b) Residence or Business Address: 1500 West Market Street
Mequon, WI 53092
c) Occupation: Investment Fund Manager
Staro Asset Management, L.L.C.,
Stark & Roth, Inc., Staro Partners
1500 West Market Street
Mequon, WI 53092
d) Convictions: none
e) Civil Proceedings: none
f) Citizenship: United States
3.
a) Name: Staro Partners
b) State of Organization: Wisconsin
c) Principal Business: Securities Trading
d) Address of principal business: 1500 West Market Street
Mequon, WI 53092
e) Address of Principal Office: same
f) Convictions: none
g) Civil proceedings: none
4.
a) Name: Reliant Trading
b) State of Organization: Wisconsin
c) Principal Business: Securities Trading
d) Address of principal business: 1500 West Market Street
Mequon, WI 53092
e) Address of Principal Office: same
f) Convictions: none
g) Civil proceedings: none
5.
a) Name: Shepherd Trading Limited
b) State of Organization: British Virgin Islands
c) Principal Business: Securities Trading
Address of principal business: c/o International Fund
Administration, Ltd.
48 Par-La Ville Road, Suite 464
Hamilton, HM 11 Bermuda
d) Address of Principal Office: same
e) Convictions: none
f) Civil proceedings: none
Item 3: Source and Amount of Funds or Other Consideration
All funds used by Reliant Trading to purchase Shares acquired by
Reliant Trading, were obtained from the capital contributed by the limited
partners of Stark Investments, L.P. and general margin financing to Reliant
Trading from brokers. The amount of funds used in making the purchases was
$2,658,875. The funds used by Shepherd Trading Limited to purchase the
Shares acquired by Shepherd Trading Limited were obtained from the capital
contributed by the shareholders of Shepherd Fund Limited. The amount of
funds used in making the purchase was $2,658,875.
Item 4: Purpose of Transaction
The acquisition of the Shares by Reliant Trading and by Shepherd
Trading Limited are solely for investment purposes. Further acquisitions,
sales or short sales of securities of the Issuer may be made for investment
purposes, however, neither reporting person has present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
Item 5: Interest in Securities of the Issuer
Based upon the information contained in Electrostar, Inc.'s quarterly
report on Form 10-Q for the quarterly period ending September 28, 1996,
there were issued and outstanding 6,905,860 Shares. Messrs. Stark and Roth
beneficially own 382,400 Shares or 5.54% of the Shares. 191,200 of such
Shares are held by Reliant Trading. Messrs. Stark and Roth have shared power
to vote or direct the vote and shared power to dispose or direct the
disposition of the 191,200 Shares by virtue of their position as members
of STARO ASSET MANAGEMENT, L.L.C., the managing partner of Reliant Trading.
191,200 Shares are held by Shepherd Trading Limited. Messrs. Stark and Roth
have shared power to vote or direct the vote and shared power to dispose or
direct the disposition of the 191,200 Shares by virtue of their position as
investment manager of Shepherd Trading Limited.
The following Table details the transactions by Reliant Trading and
Shepherd Trading Limited in the common stock of Electrostar, Inc. during the
past 60 days:
Shepherd Trading Limited
Date Quantity Price Transaction Type
12/3/96 99,600 13.81 Open Mkt. Purchase
12/4/96 22,500 13.81 Open Mkt. Purchase
12/6/96 8,650 13.82 Open Mkt. Purchase
12/9/96 450 13.84 Open Mkt. Purchase
12/16/96 5,000 13.81 Open Mkt. Purchase
12/18/96 45,000 13.87 Open Mkt. Purchase
12/19/96 10,000 13.87 Open Mkt. Purchase
Reliant Trading
Date Quantity Price Transaction Type
12/3/96 99,600 13.81 Open Mkt. Purchase
12/4/96 22,500 13.81 Open Mkt. Purchase
12/6/96 8,650 13.82 Open Mkt. Purchase
12/9/96 450 13.84 Open Mkt. Purchase
12/16/96 5,000 13.81 Open Mkt. Purchase
12/18/96 45,000 13.87 Open Mkt. Purchase
12/19/96 10,000 13.87 Open Mkt. Purchase
No other entity controlled by the reporting persons has traded
Electrostar, Inc. common stock within the past 60 days.
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 2.
Item 7: Material to be filed as exhibits.
Exhibit 1: Agreement as to joint filing.
EXHIBIT 1
AGREEMENT AS TO JOINT FILING
Dated December 28, 1996
The undersigned hereby agree that the Schedule 13D with respect to
Electrostar, Inc. dated as of the date hereof is filed on behalf of each of
the undersigned jointly pursuant to Rule 13d-1(f)(1).
/s/Brian J. Stark
Brian J. Stark
/s/Michael A. Roth
Michael A. Roth
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information
set forth in this statement is true, complete and correct.
December 28, 1996
/s/Brian J. Stark
Brian J. Stark
/s/ Michael A. Roth
Michael A. Roth
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
