SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Varity Corporation
____________________________________________________________________________
(Name of Issuer)
Convertible Preferred Class II Shares, Series A
____________________________________________________________________________
(Title of Class of Securities)
None
____________________________________________________________________________
(CUSIP Number)
Brian J. Stark with a copy to:
10556 N. Port Washington Rd. George J. Mazin, Esq.
Mequon, WI 53092 Lowenstein, Sandler, Kohl,
(414) 241-1810 Fisher & Boylan, P.A.
65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
___________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 28, 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-l(b)(3) or (4), check the
following box [].
Check the following box if a fee is being paid with this statement [X]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(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).
______________________________________________________________________________
1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos.
of Above Persons):
Brian J. Stark and Michael A. Roth (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:
United States
______________________________________________________________________________
Number of Shares 7) Sole Voting Power: 0
Beneficially Owned 8) Shared Voting Power: 750,000 (2)(3)
by Each Reporting 9) Sole Dispositive Power: 0
Person With: 10) Shared Dispositive Power 750,000 (2)(3)
_______________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
750,000 **
_______________________________________________________________________________
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) 37.5% (2)
_______________________________________________________________________________
14) Type of Reporting Person (See Instructions): IN
_______________________________________________________________________________
1. This 13D is filed on behalf of Brian J. Stark and Michael A. Roth as
joint filers pursuant to Rule 13d-1(f)(1). This filing also serves
as Amendment No. 2 to the 13D filed by Stark Investments (now Staro
Partners) on December 9, 1992 upon its purchase of 310,000 shares of
Varity Corp. (and amended by Amendment No. 1 filed on November 8,
1993 to reflect the purchase of an additional 27,000 shares) to
reflect (i) the change in its name, and (ii) the beneficial ownership
through its general partners of additional shares of Varity Corp.
2. Includes 413,000 shares owned by Stark Trading and 337,000 shares owned
by Staro Partners (formerly Stark Investments) for which a 13D has
previously been filed. See Item 2 for additional details.
3. Also includes 177,200 shares previously acquired by Stark Trading;
87,200 in May, 1995 and 90,000 in September, 1995. See Items 2 and 5
for additional details.
Item 1. Security and Issuer.
This statement relates to the Convertible Preferred Class II
Shares, Series A, of Varity Corp. ("Shares"). The issuer has principal
executive offices located at 672 Delaware Avenue, Buffalo, NY 14209.
Item 2. Identity and Background.
Brian J. Stark ("Stark") and Michael A. Roth ("Roth") are the sole
members of Staro Asset Management, L.L.C. ("SAM"), a Wisconsin limited
liability company, which is the general partner of Stark Investments
Limited Partnership ("SILP"), a Wisconsin limited partnership which, in
turn, controls two trading partnerships, Stark Trading ("ST") and Reliant
Trading ("Reliant"). SAM is also the managing partner of ST and Reliant.
Mssrs. Stark and Roth also control Staro Partners (formerly Stark
Investments) ("Staro"). Accordingly Stark and Roth have shared trading and
voting discretion over the securities held by all of these entities.
Staro previously purchased 337,000 Shares and filed a 13D with
respect to such purchase. ST presently holds a total of 413,000 Shares.
ST previously acquired 87,200 Shares in May, 1995 (through a capital
contribution by a limited partner of SILP) and 90,000 Shares in September,
1995 (acquired in the open market). An additional 175,800 of such Shares
were acquired by SILP on March 1, 1996 as a contribution of capital by
Aurora Limited Partnership ("Aurora"), an Illinois limited partnership, and
a limited partner of SILP. The 175,800 Shares were thereafter contributed
by SILP to ST. On the date hereof, Aurora is filing an amendment to its
Form 13D to report its disposition of the foregoing Shares. This 13D is
being filed with respect to the 413,000 Shares held by ST. No other
entities controlled by Stark or Roth own any securities of Varity Corp.
("Varity").
This filing is also intended to serve as Amendment No. 2 to the 13D
previously filed by Staro to reflect the change in its name and the
beneficial ownership, through its general partners, of 413,000 additional
Shares of Varity Corp.
1. (a) Name: Brian J. Stark
(b) Residence or Business Address: 10556 N. Port Washington Rd.
Mequon, WI 53092
(c) Occupation/Employment: Securities Trader
Staro Partners, Stark & Roth,
Inc. and Staro Asset
Management, L.L.C.
10556 N. Port Washington Road
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: 10556 N. Port Washington Rd.
Mequon, WI 53092
(c) Occupation/Employment: Securities Trader
Staro Partners, Stark & Roth,
Inc. and Staro Asset
Management, L.L.C.
10556 N. Port Washington Road
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: 10556 N. Port Washington Road
Mequon, WI 53092
(e) Address of Principal Office: Same
(f) Convictions: None
(g) Civil Proceedings: None
4. (a) Name: Staro Asset Management, L.L.C.
(b) State of Organization: Wisconsin
(c) Principal Business: Investments
(d) Address of Principal Business: 10556 N. Port Washington Road
Mequon, WI 53092
(e) Address of Principal Office: Same
(f) Convictions: None
(g) Civil Proceedings: None
5. (a) Name: Stark Investments Limited Partnership
(b) State of Organization: Wisconsin
(c) Principal Business: Investments
(d) Address of Principal Business: 10556 N. Port Washington Road
Mequon, WI 53092
(e) Address of Principal Office: Same
(f) Convictions: None
(g) Civil Proceedings: None
6. (a) Name: Stark Trading
(b) State of Organization: Wisconsin
(c) Principal Business: Investments
(d) Address of Principal Business: 10556 N. Port Washington Road
Mequon, WI 53092
(e) Address of Principal Office: Same
(f) Convictions: None
(g) Civil Proceedings: None
Item 3. Source and Amount of Funds or Other Consideration.
All funds used by SILP to purchase Shares acquired by SILP were
obtained from the capital contributed by the limited partners of SILP and
general margin financing to ST from brokers. The amount of funds used in
making the purchases was $3,426,960 (Canadian). The funds used by Staro to
purchase the Shares acquired by Staro were obtained from the capital
contributed to Staro by Messrs. Stark and Roth.
Item 4. Purpose of Transaction.
The acquisition of 413,000 Shares by ST and the previous
acquisition of 337,000 Shares by Staro, are solely for investment purposes.
Further acquisitions, sales or short sales of securities of the issuer may
be made for investment purposes, however, neither Stark nor Roth have
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 Varity Corp.'s
quarterly report on Form 10-Q for the quarterly period ended October 31,
1995, there were issued and outstanding, as of November 17, 1995, 2,000,000
Shares. Messrs. Stark and Roth beneficially own 750,000 Shares or 37.5% of
the Shares. 413,000 of such Shares are held by ST. Messrs. Stark and Roth
have shared power to vote or direct the vote and shared power to dispose or
direct the disposition of the 413,000 Shares by virtue of their position as
members of SAM, the managing partner of ST. The remaining 337,000 Shares
are held by Staro. Messrs. Stark and Roth have shared power to vote or
direct the vote and shared power to dispose or direct the disposition of
such Shares by virtue of their status as the partners of Staro.
The following table details the transactions by Stark Trading in
Shares of Varity Corp. during the past 60 days:
Date Quantity Price Transaction Type
February 28, 1996 60,000 $21.42 (Canadian) Open market purchase
March 1, 1996 175,800 N/A Contribution by new
limited partner
of SILP
Of the remaining 177,200 Shares, 87,000 were acquired by ST in May, 1995
through a capital contribution of such Shares by a limited partner of SILP,
with the remaining 90,000 acquired in September, 1995 in an open market
purchase. No other entity controlled by Stark or Roth has traded in Varity
Shares within the last 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.
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.
March 8, 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).
EXHIBIT 1
AGREEMENT AS TO JOINT FILING
Dated: March 8, 1996
The undersigned hereby agree that the 13D with respect to Varity
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
