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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.__________)*
ALLSTAR INNS INC.
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(Name of Issuer)
Common stock, $.01 par value
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(Title of Class of Securities)
019889104
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(CUSIP Number)
Susan Hahn, The Rainbow Fund, 888 West Sixth Street, 10th Floor,
Los Angeles, CA 90017
Tel: (213)625-7119
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(Name, Address and Telephone of Person Authorized to Receive
Notices and Communications
May 3, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of 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 the 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 I; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less 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-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).
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SCHEDULE 13D
CUSIP NO. 019889104 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE RAINBOW FUND, LIMITED PARTNERSHIP, IRS# 95-3975277
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
888 WEST SIXTH STREET, 10TH FLOOR, LOS ANGELES, CA 90017
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7 SOLE VOTING POWER
NUMBER OF 54,019 SHARES, 5.5%
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH N/A
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
54,019 SHARES, 5.5%
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,019 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 019889104 PAGE 3 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBIN GRACE WARREN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
THE RAINBOW FUND, L.P.
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF 54,019 SHARES, 5.5%
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH N/A
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
54,019 SHARES, 5.5%
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,019 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 019889104 PAGE 4 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES D. WARD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
THE RAINBOW FUND, L.P.
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF 0 SHARES, 0%
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH N/A
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0 SHARES, 0%
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,019 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Exhibit 1
Schedule 13D Filing by the Rainbow Fund, L.P. (page 5)
for Purchase of Allstar Inns Inc.
Item 1. Security and Issuer
Allstar Inns Inc.
Common stock
200 E. Carrillo Street #300
Santa Barbara, California 93101
Item 2. Identity and Background
(a) Robin Grace Warren,
Managing General Partner
The Rainbow Fund, Limited Partnership
(b) 888 West Sixth Street, 10th Floor
Los Angeles CA 90017
(c) Investment in equities and fixed income securities
(d) None
(e) None
(f) USA
Item 3. Source and Amount of Funds or Other Consideration
General funds of the Rainbow Fund, L.P. are used in making purchases.
Item 4. Purpose of Transaction
The purpose of the acquisition of Allstar Inns Inc. common stock by
the Rainbow Fund, L.P. is capital appreciation of stock. We are
passive investors and will not attempt to effect change or control the
policies of the management of Allstar Inns Inc. This is consistent
with the general investment policy of the Rainbow Fund, L.P. for all
security holdings.
Item 5. Interest in Securities of the Issuer
(a) 54,019 shares of common stock, 5.5%
(b) 54,019 shares of common stock, sole power to vote and sole power
of disposition
(c) (1) Robin Grace Warren, managing general partner of The Rainbow
Fund, L.P.
(2) September 12, 1996
(3) Purchased 750 shares
(4) $22 3/4
(5) Purchased through regular buy order to broker Hill Thompson
Magid & Co., Inc.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Robin Grace Warren is the managing general partner and maintains sole
power of all action and direction taken by the Rainbow Fund, L.P.
James D. Ward is the second general partner. They are the only two
general partners in the Rainbow Fund, L.P. All other partners are
limited partners.
Item 7. Material to be Filed as Exhibits
None
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Exhibit 1
Schedule 13D Filing by the Rainbow Fund, L.P. (page 6)
for Purchase of Allstar Inns Inc.
Item 2. Identity and Background
(a) James D. Ward
General Partner
The Rainbow Fund, Limited Partnership
(b) 888 West Sixth Street, 10th Floor
Los Angeles CA 90017
(c) Investment in equities and fixed income securities
(d) None
(e) None
(f) USA
Item 3. Source and Amount of Funds or Other Consideration
General funds of the Rainbow Fund, L.P. are used in making purchases.
Item 4. Purpose of Transaction
The purpose of the acquisition of Allstar Inns Inc. common stock by
the Rainbow Fund, L.P. is capital appreciation of stock. We are
passive investors and will not attempt to effect change or control the
policies of the management of Allstar Inns Inc. This is consistent
with the general investment policy of the Rainbow Fund, L.P. for all
security holdings.
Item 5. Interest in Securities of the Issuer
(a) 54,019 shares of common stock, 5.5%
(b) 54,019 shares of common stock, sole power to vote and sole power
of disposition
(c) (1) Robin Grace Warren, managing general partner of The Rainbow
Fund, L.P.
(2) September 12, 1996
(3) Purchased 750 shares
(4) $22 3/4
(5) Purchased through regular buy order to broker Hill Thompson
Magid & Co., Inc.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Robin Grace Warren is the managing general partner and maintains sole
power of all action and direction taken by the Rainbow Fund, L.P.
James D. Ward is the second general partner. They are the only two
general partners in the Rainbow Fund, L.P. All other partners are
limited partners.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of
securities identified pursuant to Item 1 (which may be based on the
number of securities outstanding as contained in the most recently
available filing with the Commission by the issuer unless the
filing person has reason to believe such information is not
current) beneficially owned (identifying those shares which there
is a right to acquire) by each person named in Item 2. The above
mentioned information should also be furnished with respect to
persons who, together with any of the persons named in Item 2,
comprise a group within the meaning of Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with
whom the power to vote or to direct the vote or to dispose or
direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on
that were effected during the past sixty days or since the most
recent filing on Schedule 13D (Section 240.13d-191), whichever is
less, by the persons named in response to paragraph (a).
INSTRUCTION. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (1) the identity
of the person covered by Item 5(c) who effected the transaction;
(2) the date of the transaction; (3) the amount of securities
involved; (4) the price per share or unit; and (5) where and how the
transaction was effected.
(d) If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of any employee benefit plan, pension fund or
endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased
to be the beneficial owner of more than five percent of the class
of securities.
INSTRUCTION. For computations regarding securities which represent
a right to acquire an underlying security, see Rule 13d-3(d)(1) and
the note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in loan
agreements need not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by
Rule 13d-1(f) (Section 240.13d-1(f) and copies of all written agreements,
contracts, arrangements, understandings, plans or proposals relating to (1) the
borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the
acquisition of issuer control, liquidation, sale of assets, merger, or change in
business or corporate structure or any other matter as disclosed in Item 4; and
(3) the transfer or voting of the securities, finder's fees, joint ventures,
options, puts, calls, guarantees of loans, guarantees against loss or of
profit, or the giving or withholding of any proxy as disclosed in Item 6.
SIGNATURE
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.
September 24, 1996 /s/ Robin Grace Warren
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Date Signature
Robin Grace Warren/Managing General Partner
---------------------------------------------
Name/Title
6
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also
be furnished with respect to persons who, together with any of the
persons named in Item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or to
direct the disposition. Provide the applicable information required
by Item 2 with respect to each person with whom the power to vote or
to direct the vote or to dispose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing on Schedule 13D (Section 240.13d-191), whichever is less, by
the persons named in response to paragraph (a).
INSTRUCTION. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (1) the identity of
the person covered by Item 5(c) who effected the transaction; (2) the
date of the transaction; (3) the amount of securities involved;
(4) the price per share or unit; and (5) where and how the transaction
was effected.
(d) If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of any employee
benefit plan, pension fund or endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
INSTRUCTION. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1) and the
note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in loan
agreements need not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by
Rule 13d-1(f) (Section 240.13d-1(f) and copies of all written agreements,
contracts, arrangements, understandings, plans or proposals relating to (1) the
borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the
acquisition of issuer control, liquidation, sale of assets, merger, or change in
business or corporate structure or any other matter as disclosed in Item 4; and
(3) the transfer or voting of the securities, finder's fees, joint ventures,
options, puts, calls, guarantees of losses, guarantees against loss or of
profit, or the giving or withholding of any proxy as disclosed in Item 6.
SIGNATURE
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.
September 24, 1996 /s/ James D. Ward
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Date Signature
James D. Ward/General Partner
-----------------------------------
Name/Title
6
