-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sx8MV55HGJ/oPmh005+B7a9NklKDotyaJaZ7jIH7H0FZOJyUquhq1uJzLBD8/hRQ 9LDF7YxEAvcoiOjpbaI7lA== 0000905718-96-000081.txt : 19960311 0000905718-96-000081.hdr.sgml : 19960311 ACCESSION NUMBER: 0000905718-96-000081 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960308 SROS: NONE GROUP MEMBERS: BRIAN STARK GROUP MEMBERS: ROTH MICHAEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARITY CORP CENTRAL INDEX KEY: 0000063118 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 223091314 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31680 FILM NUMBER: 96533100 BUSINESS ADDRESS: STREET 1: 672 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14209 BUSINESS PHONE: 7168888000 FORMER COMPANY: FORMER CONFORMED NAME: MASSEY FERGUSON LTD DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTH MICHAEL CENTRAL INDEX KEY: 0001010207 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 BUSINESS PHONE: 4142411810 MAIL ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 SC 13D 1 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 -----END PRIVACY-ENHANCED MESSAGE-----