SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
PAYCO AMERICAN CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
US 7043271052
(CUSIP Number)
with a copy to:
Krista L. Ward George J. Mazin
Stark Investments Lowenstein, Sandler,Kohl,
150 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)
October 2, 1996
(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 dis-
closures 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. US 7043271052
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: 546,900*
Shares Beneficially 8) Shared Voting Power: 0
Owned by
Each Reporting 9) Sole Dispositive Power: 546,900*
Person With: 10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
546,900*
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):
5.39*
14) Type of Reporting Person (See Instructions): IN
* Includes 248,050 Shares owned by Reliant Trading, 247,850 Shares owned by
Shepherd Trading Limited and 51,000 Shares owned by Staro Partners. See
Item 2 and Item 5 for additional details.
Item 1: Security and Issuer:
This statement relates to the Common Stock of Payco American Corporation
("Shares"). The issuer has principal executive offices located at 180
North Executive Drive, Brookfield, Wisconsin 53005.
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 $3,381,386.46.
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 $3,378,655.27. All funds used by Staro Partners to purchase Shares
acquired by Staro Partners were obtained from the assets of Staro Partners. The
amount of funds used in making the purchase was $695,981.50.
Item 4: Purpose of Transaction
The acquisition of the Shares by Reliant Trading, by Shepherd Trading
Limited and by Staro Partners 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 Payco American Corporation's
quarterly report on Form 10-Q for the quarterly period ending June 30, 1996,
there were issued and outstanding 10,155,085 Shares. Messrs. Stark and Roth
beneficially own 546,900 Shares or 5.39% of the Shares. 248,050 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 248,050 Shares by virtue of their position as members of STARO ASSET MANAGE-
MENT, L.L.C., the managing partner of Reliant Trading. 247,850 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
247,850 Shares by virtue of their position as investment manager of Shepherd
Trading Limited. 51,000 of such Shares are held by Staro Partners. Messrs.
Stark and Roth have shared power to vote or direct the vote and shared power to
dispose or direct the disposition of the 51,000 Shares by virtue of their posi-
tion as the partners of Staro Partners.
The following Table details the transactions by Reliant Trading, Shepherd
Trading Limited and Staro Partners in shares of Payco American Corporation
during the past 60 days:
Shepherd Trading Limited
Date Quantity Price Transaction Type
8/15/96 10,000 13.54 Open Mkt. Purchase
8/15/96 5,000 13.62 Open Mkt. Purchase
8/15/96 8,000 13.56 Open Mkt. Purchase
8/15/96 15,000 13.60 Open Mkt. Purchase
8/16/96 6,250 13.56 Open Mkt. Purchase
8/19/96 4,000 13.57 Open Mkt. Purchase
8/19/96 16,750 13.56 Open Mkt. Purchase
8/19/96 750 13.59 Open Mkt. Purchase
8/20/96 3,000 13.57 Open Mkt. Purchase
8/20/96 11,500 13.56 Open Mkt. Purchase
8/20/96 7,700 13.60 Open Mkt. Purchase
8/21/96 19,650 13.60 Open Mkt. Purchase
8/22/96 12,500 13.62 Open Mkt. Purchase
8/23/96 5,000 13.68 Open Mkt. Purchase
8/26/96 5,000 13.64 Open Mkt. Purchase
8/26/96 19,650 13.65 Open Mkt. Purchase
8/27/96 51,000 13.64 Open Mkt. Purchase
8/27/96 1,550 13.62 Open Mkt. Purchase
8/27/96 3,550 13.65 Open Mkt. Purchase
9/5/96 6,250 13.68 Open Mkt. Purchase
9/10/96 15,500 13.68 Open Mkt. Purchase
10/2/96 20,250 13.71 Open Mkt. Purchase
Reliant Trading
Date Quantity Price Transaction Type
8/15/96 8,000 13.56 Open Mkt. Purchase
8/15/96 15,000 13.60 Open Mkt. Purchase
8/16/96 6,250 13.56 Open Mkt. Purchase
8/19/96 4,000 13.57 Open Mkt. Purchase
8/19/96 16,750 13.56 Open Mkt. Purchase
8/19/96 750 13.59 Open Mkt. Purchase
8/20/96 3,000 13.57 Open Mkt. Purchase
8/20/96 11,500 13.56 Open Mkt. Purchase
8/20/96 7,700 13.60 Open Mkt. Purchase
8/21/96 19,650 13.60 Open Mkt. Purchase
8/22/96 12,500 13.62 Open Mkt. Purchase
8/23/96 5,000 13.68 Open Mkt. Purchase
8/26/96 5,000 13.64 Open Mkt. Purchase
8/26/96 19,650 13.65 Open Mkt. Purchase
8/27/96 51,000 13.64 Open Mkt. Purchase
8/27/96 1,550 13.62 Open Mkt. Purchase
8/27/96 3,550 13.65 Open Mkt. Purchase
9/5/96 6,250 13.68 Open Mkt. Purchase
9/5/96 200 13.65 Open Mkt. Purchase
9/10/96 15,500 13.68 Open Mkt. Purchase
10/2/96 20,250 13.71 Open Mkt. Purchase
Staro Partners
Date Quantity Price Transaction Type
8/27/96 51,000 $13.64 Open Mkt. Purchase
No other entity controlled by the reporting persons has traded Payco
American Corporation shares 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 October 15, 1996
The undersigned hereby agree that the 13D with respect to Payco
American Corporation 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.
October 15, 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).
