SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
PRODUCTION OPERATORS CORP
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
743080103
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(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
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
March 26, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 l3d-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).
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CUSIP NO. 743080103
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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))
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions):WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization:
Wisconsin
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Number of 7) Sole Voting Power: 0
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Shares Beneficially 8) Shared Voting Power: 542,300 *
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Owned by
Each Reporting 9) Sole Dispositive Power: 0
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Person With: 10) Shared Dispositive Power: 542,300 *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
542,300 *
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
5.31 *
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14) Type of Reporting Person (See Instructions): IN
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* Includes 271,150 shares of the Issuer's common stock beneficially owned
by Reliant Trading and 271,150 shares of the Issuer's common stock
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 Production Operators Corp.
("Shares"). The issuer has principal executive offices located at One Piedmont
Center, Suite 515, Atlanta, Georgia 30305.
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 from brokers.
The amount of funds used in making the purchases was $13,766,229. 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 purchases was
$13,766,229.
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 Production Operators Corp's
quarterly report on Form 10-Q for the quarterly period ending December 31, 1996,
there were issued and outstanding 10,206,770 Shares. Messrs. Stark and Roth
beneficially own 542,300 Shares or 5.31% of the Shares. 271,150 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
271,150 Shares by virtue of their position as members of Staro Asset Management,
L.L.C., the managing partner of Reliant Trading. 271,150 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
271,150 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 Production Operators Corp during
the past 60 days:
Shepherd Trading Limited
Date Quantity Price Transaction Type
02/28/97 5,000 48.0000 Open Mkt. Purchase
02/28/97 88,250 49.1079 Open Mkt. Purchase
03/04/97 22,550 49.1250 Open Mkt. Purchase
03/05/97 6,300 50.1825 Open Mkt. Purchase
03/05/97 4,800 50.1187 Open Mkt. Purchase
03/06/97 37,500 51.4750 Open Mkt. Purchase
03/06/97 2,250 51.3125 Open Mkt. Purchase
03/07/97 88,500 51.7076 Open Mkt. Purchase
03/26/97 7,000 56.6250 Open Mkt. Purchase
03/27/97 9,000 56.6250 Open Mkt. Purchase
Reliant Trading
Date Quantity Price Transaction Type
02/28/97 5,000 48.0000 Open Mkt. Purchase
02/28/97 88,250 49.1079 Open Mkt. Purchase
03/04/97 22,550 49.1250 Open Mkt. Purchase
03/05/97 6,300 50.1825 Open Mkt. Purchase
03/05/97 4,800 50.1187 Open Mkt. Purchase
03/06/97 37,500 51.4750 Open Mkt. Purchase
03/06/97 2,250 51.3125 Open Mkt. Purchase
03/07/97 88,500 51.7076 Open Mkt. Purchase
03/26/97 7,000 56.6250 Open Mkt. Purchase
03/27/97 9,000 56.6250 Open Mkt. Purchase
No other entity controlled by the reporting persons has traded Production
Operators Corp 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.
<PAGE>
EXHIBIT 1
AGREEMENT AS TO JOINT FILING
Dated April 7, 1997
The undersigned hereby agree that the Schedule 13D with respect to
Production Operators Corp 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
<PAGE>
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.
April 7, 1997
/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).
