SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Proler International Corp
___________________________________________________________________
(Name of Issuer)
Common Stock
___________________________________________________________________
(Title of Class of Securities)
743396103
___________________________________________________________________
(CUSIP Number)
Krista L. Ward and copy to:
Stark Investments George J. Mazin
1500 West Market Street Lowenstein, Sandler, Kohl,
Mequon, WI 53092 Fisher & Boylan
Tel. (414) 241-1810 65 Livingston Avenue
Fax: (414) 241-1888 Roseland, NJ 07068-1791
Tel: 201-992-8700
Fax: 201-992-5820
___________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to receive Notices and communications)
September 20, 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-1(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 the 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.)
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1. Name of reporting persons: Michael A. Roth
Brian J. Stark
(filing as joint filers pursuant to Rule
13(d)1(f)(1))
2. Check appropriate box if a member of a group: N/A
3. SEC use only
4. Source of Funds: WC
5. Check box if disclosure... N/A
6. Citizenship: Wisconsin
7. Sole Voting Power: N/A
8. Shared Voting Power: 453,300(1)
9. Sole Dispositive Power: N/A
10. Shared Dispositive Power: 453,300(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 453,300(1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: N/A
13. Percent of class represented: 9.61%
14. Type of reporting person: IN
1 Includes 216,013 Shares owned by Reliant Trading, 216,012 Shares owned by
Shepherd Trading Limited, and 21,275 Shares owned by Staro Partners. See
Item 2 and Item 5 for additional details.
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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 453,300 Shares or 9.61% of the Shares. 216,013 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
216,013 Shares by virtue of their position as members of STARO ASSET MANAGEMENT,
L.L.C., the managing partner of Reliant Trading. 216,012 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
216,012 Shares by virtue of their position as investment manager of Shepherd
Trading Limited. 21,275 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 21,275 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:
Date Quantity Price Transaction Type
Shepherd Trading
Ltd. 9/18/96 86,150 7.375 Open Mkt. Purchase
9/19/96 45,900 7.375 Open Mkt. Purchase
9/19/96 5,000 7.50 Open Mkt. Sale
9/20/96 12,750 7.34 Open Mkt. Purchase
9/25/96 12,500 7.375 Open Mkt. Purchase
9/26/96 51,799 7.35 Open Mkt. Purchase
9/27/96 11,913 7.125 Open Mkt. Purchase
Reliant Trading
9/18/96 86,150 7.375 Open Mkt. Purchase
9/19/96 45,900 7.375 Open Mkt. Purchase
9/19/96 5,000 7.50 Open Mkt. Sale
9/20/96 12,750 7.34 Open Mkt. Purchase
9/25/96 12,500 7.375 Open Mkt. Purchase
9/26/96 51,799 7.35 Open Mkt. Purchase
9/27/96 11,914 7.125 Open Mkt. Purchase
Staro Partners
9/25/96 15,000 7.375 Open Mkt. Purchase
9/26/96 5,102 7.355 OPen Mkt. Purchase
9/27/96 1,173 7.125 Open Mkt. Purchase
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.
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EXHIBIT 1
AGREEMENT AS TO JOINT FILING
Dated September 30, 1996
The undersigned hereby agree that the 13D 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
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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.
September 30, 1996
/s/Brian J. Stark
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Brian J. Stark
/s/Michael A. Roth
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Michael A. Roth
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
