<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
STAR BUFFET, INC.
---------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
855086-10-4
(CUSIP Number)
Robert E. Wheaton
Star Buffet, Inc.
440 Lawndale Drive
Salt Lake City, Utah 84115
(801) 463-5500
October 15, 1998
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 3d-1(b) (3) or (4), check the following [ ].
Check the following box if a fee is being paid with the statement [ ].
Page 1 of 4
<PAGE> 2
CUSIP NO.: 855086-10-4
(1) NAME OF REPORTING PERSON:
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Robert E. Wheaton
###-##-####
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 3(d) or 3(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 445,000 as of
October 15, 1998
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 445,000 as of
October 15, 1998
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
445,000 shares + 159,492 shares in exercisable stock options
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.75% (inclusive
of stock options) as of October 15, 1998
(14) TYPE OF REPORTING PERSON: PN
Page 2 of 4
<PAGE> 3
Item 1 (a) Title of Class of Securities:
Common Stock $.001 Par Value
(b) Name of Issuer:
Star Buffet, Inc.
(c) Address of Issuer's Principal Executive Offices:
440 Lawndale Drive
Salt Lake City, Utah 84115
Item 2 (a) Identity and Background of Reporting Person:
Robert E. Wheaton
(b) Business Address:
440 Lawndale Drive
Salt Lake City, Utah 84115
(c) Principal Occupation and Business Address:
Director, President and Chief Executive Officer
STAR BUFFET, INC.
440 Lawndale Drive
Salt Lake City, Utah 84115
(d) Reporting Person has never been convicted in any criminal
proceeding, excluding traffic violations.
(e) Reporting Person has never been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction wherein such a
proceeding resulted in or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3 - Source and Amount of Funds or Other Consideration:
The transaction which subjected Reporting Person to this filing
requirement occurred on September 15, 1998, wherein Reporting Person's ownership
interest in Issuer was increased to 16.75% of the issued and outstanding common
stock of Issuer, including exercisable options, as a result of the purchase of
Reporting Person of 40,000 shares of common stock of the Issuer on the open
market. The purchase price of $160,002 was paid in cash.
Item 4 - Purpose of Transaction:
Reporting Person purchased such shares of Issuer's stock referred to
above for the purpose of investment.
Page 3 of 4
<PAGE> 4
Item 5 - Interest in Securities of Issuer:
(a) Amount Beneficially Owned:
445,000 + 159,492 shares in exercisable stock options as of
October 15, 1998
Percent of Class:
Approx. 16.75% (includes exercisable stock options) as of
October 15, 1998
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
445,000 shares
(ii) Shared Power to vote or to direct the vote:
NONE
(iii) Sole power to dispose or to direct the disposition:
445,000
(iv) Shared power to dispose or to direct the disposition of:
NONE
(c) None.
(d) NOT APPLICABLE
(e) NOT APPLICABLE
Item 6 - Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Issuer:
NONE
Item 7 - Material filed as Exhibits in support of transaction prompting
filing:
NONE
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.
October 28, 1998
/s/ Robert E. Wheaton
----------------------------------
Robert E. Wheaton
Director, President and
Chief Executive Officer
Page 4 of 4
