SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PROLER INTERNATIONAL CORP
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
743396103
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(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
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
November 15, 1996
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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).
CUSIP NO. 743396103
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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
Shares Beneficially ----------------------------------------
Owned by 8) Shared Voting Power: 378,300*
Each Reporting ----------------------------------------
Person With: 9) Sole Dispositive Power: 0
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10) Shared Dispositive Power: 378,300*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
378,300*
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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):
8.02*
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14) Type of Reporting Person (See Instructions): IN
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* Includes 180,273 Shares owned by Reliant Trading, 180,272 Shares owned
by Shepherd Trading Limited and 17,755 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 Proler International Corp
("Shares"). The issuer has principal executive offices located at 4265 San
Felipe, Suite 900, Houston, Texas 77027
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 Investment, L.P. and general margin financing to Reliant
Trading from brokers. The amount of funds used in making the purchases was
$1,625,548. 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 $1,625,541. 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 $156,508.
Item 4: Purpose of Transaction
The acquisition of the Shares by Reliant Trading, by Shepherd Trading
Limited and 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 Proler International Corp's
quarterly report on Form 10-Q for the quarterly period ending July 31, 1996,
there were issued and outstanding 4,717,356 Shares. Messrs. Stark and Roth
beneficially own 378,300 Shares or 8.02% of the Shares. 180, 273 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
180,273 Shares by virtue of their position as members of STARO ASSET MANAGEMENT,
L.L.C., the managing partner of Reliant Trading. 180,272 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
180,272 Shares by virtue of their position as investment manager of Shepherd
Trading Limited. 17,755 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 17,755 Shares by virtue of their
position as the partners of Staro Partners.
The following Table details the transactions by Reliant Trading,
Shepherd Trading Limited and Staro Partners in Shares of Proler International
Corp during the past 60 days:
Shepherd Trading Limited.
Date Quantity Price Transaction Type
11/15/96 26,209 8.875 Open Mkt. Sale
11/15/96 9,531 9.00 Open Mkt. Sale
Reliant Trading
Date Quantity Price Transaction Type
11/15/96 26,210 8.875 Open Mkt. Sale
11/15/96 9,530 9.00 Open Mkt. Sale
Staro Partners
Date Quantity Price Transaction Type
11/15/96 2,581 8.875 Open Mkt. Sale
11/15/96 939 9.00 Open Mkt. Sale
No other entity controlled by the reporting persons has traded Proler
International Corp 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.
<PAGE>
EXHIBIT 1
AGREEMENT AS TO JOINT FILING
Dated November 25, 1996
The undersigned hereby agree that the Schedule 13D/A with respect to Proler
International 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
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Michael A. Roth
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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.
November 25, 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).
