-----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, CpACwbhO8Afu3pY/s+7+/tYA2YZOiAnM0ChtW8QgT27LtlO4aMVGoJYouBAor9jK QeJMFNXzb000JcMl8I8fOg== 0001164073-03-000102.txt : 20031222 0001164073-03-000102.hdr.sgml : 20031222 20031222154247 ACCESSION NUMBER: 0001164073-03-000102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAR BUFFET INC CENTRAL INDEX KEY: 0001043156 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 841430786 STATE OF INCORPORATION: DE FISCAL YEAR END: 0125 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53257 FILM NUMBER: 031067667 BUSINESS ADDRESS: STREET 1: 1312 N SCOTTSDALE ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85257 BUSINESS PHONE: 6024250397 MAIL ADDRESS: STREET 1: 1312 N SCOTTSDALE ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85247 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUMMINGBIRD MANAGEMENT LLC CENTRAL INDEX KEY: 0001164073 IRS NUMBER: 134082842 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 153 E. 53RD ST. STREET 2: 55TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125210974 MAIL ADDRESS: STREET 1: 153 E. 53RD ST. STREET 2: 55TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MORNINGSIDE VALUE INVESTORS LLC DATE OF NAME CHANGE: 20011226 SC 13D/A 1 strz13da-031222.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment #1 Star Buffet, Inc. (NAME OF ISSUER) Common Stock, par value $.001 per share (TITLE OF CLASS OF SECURITIES) 855086104 (CUSIP NUMBER) Paul D. Sonkin Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) 153 East 53rd Street, 55th Floor New York, New York 10022 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) December 17, 2003 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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). (Continued on following pages) (Page 1 of 4 pages) - ------------------- ---------------- CUSIP No. 855086104 13D/A Page 2 of 4 pages - ------------------- ----------------- - ---------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) IRS No. 13-4082842 - ---------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [ ] (b) [ ] - ---------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------- 4. SOURCES OF FUNDS OO - ---------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 333,678 SHARES -------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY -------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER 333,678 REPORTING ------------------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 333,678 - ---------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ---------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.3% - ---------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO - ---------------------------------------------------------------- (Page 2 of 4 pages) - ------------------- CUSIP No. 855086104 13D/A Page 3 of 4 pages - ------------------- AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1, dated December 22, 2003, to Schedule 13D is filed by the Reporting Persons and amends Schedule 13D as previously filed by the Reporting Persons with the Securities and Exchange Commission on October 2, 2003 (the "Schedule 13D"), relating to the common stock, $.001 par value (the "Common Stock") of Star Buffet, Inc., a Delaware corporation. Items 3 and 5 of the Schedule 13D are hereby amended and restated, as follows: ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of December 22, 2003, Hummingbird has caused each of HVF and Microcap Fund to invest approximately $613,394 and $497,852, respectively, in the Shares of the Issuer using their respective working capital. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As the holder of sole voting and investment authority over the Shares owned by HVF and the Microcap Fund, Hummingbird may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of 333,678 Shares representing approximately 11.3% of the outstanding shares of the Issuer (based upon 2,950,000 shares outstanding as of December 9, 2003, as reported on the latest Definitive Schedule 10-Q of the Issuer). Hummingbird disclaims any economic interest or beneficial ownership of the Shares covered by this Statement. Mr. Sonkin is the managing member and control person of Hummingbird, and for purposes of Rule 13d-3 may be deemed the beneficial owner of such Shares deemed to be beneficially owned by Hummingbird. Thus, Mr. Sonkin may be deemed, for purposes of Rule 13d-3, to be the beneficial owner of 333,678 shares representing approximately 11.3% of the outstanding shares of the Issuer (based upon 2,950,000 shares outstanding as of December 9, 2003, as reported on the latest Definitive Schedule 10-Q of the Issuer). Hummingbird disclaims any economic interest or beneficial ownership of the Shares covered by this Statement. (Page 3 of 4 pages) - ------------------- CUSIP No. 855086104 13D/A Page 4 of 4 pages - ------------------- (c) Hummingbird caused HVF to effect transactions in the Shares during the past 60 days as set forth below:
AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 10/29/03 open market purchase 2,009 3.350 11/13/03 open market purchase 2,100 4.121 12/12/03 open market purchase 5,600 4.010 12/16/03 open market purchase 2,000 4.220 12/17/03 open market purchase 100 4.570 12/17/03 open market purchase 1,500 4.587 12/17/03 open market purchase 50,104 4.570
Hummingbird caused the Microcap Fund to effect transactions in the Shares duringthe past 60 days as set forth below:
AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 10/29/03 open market purchase 1,491 3.350 11/13/03 open market purchase 1,500 4.121 12/12/03 open market purchase 4,500 4.010 12/16/03 open market purchase 1,500 4.220 12/17/03 open market purchase 1,000 4.587 12/17/03 open market purchase 42,096 4.570
(d) Inapplicable. (e) Inapplicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Not applicable. 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. Dated: December 22, 2003 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin ----------------------------- Name: Paul D. Sonkin Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----