-----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, CLDmI632xRAxhj/CEcQ6mbcZqdu8mpToeZwO4fcz45tOhYBxhR9OS2kZrCdLBbMB pb0uC+XpVx/IrQhafnvR9g== 0001036329-97-000051.txt : 19971231 0001036329-97-000051.hdr.sgml : 19971231 ACCESSION NUMBER: 0001036329-97-000051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971230 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEORX CORP CENTRAL INDEX KEY: 0000755806 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 911261311 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40119 FILM NUMBER: 97746837 BUSINESS ADDRESS: STREET 1: 410 W HARRISON ST CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: 206-286-25 MAIL ADDRESS: STREET 1: 410 W. HARRISON STREET 2: 410 W. HARRISON CITY: SEATTLE STATE: WA ZIP: 98119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSS FINANCIAL CORP CENTRAL INDEX KEY: 0001036329 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 980138450 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 31363 SMB STREET 2: MIRCO COMMERCE CENTRE CITY: CAYMAN ISLANDS BUSINESS PHONE: 3459497950 MAIL ADDRESS: STREET 1: PO BOX 31363 SMB STREET 2: MIRCO COMMERCE CENTRE CITY: CAYMAN ISLANDS SC 13D/A 1 - ----------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) NEORX CORPORATION - ------------------------------------------------------------------ (Name of Issuer) COMMON STOCK - ------------------------------------------------------------------ (Title of Class of Securities) 640520300 -------------- (CUSIP Number) MARK VANDEVELDE, ROSS FINANCIAL CORPORATION, P.O. Box 31363-SMB, MIRCO COMMERCE CENTRE, CAYMAN ISLANDS B.W.I., (345) 949-7950 - ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 1997 - ------------------------------------------------------------------ (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 [ ]. Page 1 of 10 Pages - ------------------- ------------------ CUSIP No. 640520300 Page 2 of 10 Pages - ------------------- ------------------ - ------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON KENNETH B. DART - ------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------ 4. SOURCE OF FUNDS* NONE - ------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION BELIZE - ------------------------------------------------------------------ NUMBER OF | 7. SOLE VOTING POWER -0- SHARES |---------------------------------------------------- BENEFICIALLY | 8. SHARED VOTING POWER 1,196,000 OWNED BY |---------------------------------------------------- EACH | 9. SOLE DISPOSITIVE POWER -0- REPORTING |---------------------------------------------------- PERSON |10. SHARED DISPOSITIVE POWER 1,196,000 WITH | - ------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON These shares are beneficially owned by Ross 1,196,000 Shares Financial Corporation as to which STS Inc. is the 100% shareholder. Kenneth B. Dart is the 100% shareholder of STS Inc. - ------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.776% - ------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IN-INDIVIDUAL - ------------------------------------------------------------------ - ------------------- ------------------ CUSIP No. 640520300 Page 3 of 10 Pages - ------------------- ------------------ - ------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON ROSS FINANCIAL CORPORATION - ------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------ 4. SOURCE OF FUNDS* WORKING CAPITAL - ------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS - ------------------------------------------------------------------ NUMBER OF | 7. SOLE VOTING POWER -0- SHARES |---------------------------------------------------- BENEFICIALLY | 8. SHARED VOTING POWER 1,196,000 OWNED BY |---------------------------------------------------- EACH | 9. SOLE DISPOSITIVE POWER -0- REPORTING |---------------------------------------------------- PERSON |10. SHARED DISPOSITIVE POWER 1,196,000 WITH | - ------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,000 shares These shares are beneficially owned by STS Inc. which is the 100% shareholder. - ------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.776% - ------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IN-CORPORATION - ------------------------------------------------------------------ - ------------------- ------------------ CUSIP No. 53610105 Page 4 of 10 Pages - ------------------- ------------------ - ------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON STS INC. - ------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------ 4. SOURCE OF FUNDS* NONE - ------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS - ------------------------------------------------------------------ NUMBER OF | 7. SOLE VOTING POWER -0- SHARES |---------------------------------------------------- BENEFICIALLY | 8. SHARED VOTING POWER 1,196,000 OWNED BY |---------------------------------------------------- EACH | 9. SOLE DISPOSITIVE POWER -0- REPORTING |---------------------------------------------------- PERSON |10. SHARED DISPOSITIVE POWER 1,196,000 WITH | - ------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,000 shares These shares are beneficially owned by Ross Financial Corporation as to which STS Inc. is the 100% shareholder. - ------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.776% - ------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IN-CORPORATION Neither the filing of this Amendment No. 3 to Schedule 13D nor any of its contents shall be deemed to constitute an admission by Ross Financial Corporation, a Cayman Islands corporation, by STS Inc., a Cayman Islands corporation, or by Kenneth B. Dart, that it or he is the beneficial owner of any of the Common Stock referred to in this Amendment, other than shares of Neorx Corporation, issued and outstanding and owned of record by the Ross Financial Corporation as of the date of this Amendment, for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. JOINT STATEMENT ITEM 1. SECURITY AND ISSUER This statement relates to the shares of common stock (the "Common Stock"), of Neorx Corporation, a Washington corporation (the "Company"). The principal executive offices of the Company are located at 410 West Harrison, Seattle Washington, 98119-4007. ITEM 2. IDENTITY AND BACKGROUND (A) - (F) A. Kenneth B. Dart (1) Business Address P.O. Box 31300-SMB, Grand Cayman Cayman Islands, B.W.I. (2) Principal Employment: President of the following corporation: (a) Dart Container Corporation P.O. Box 31372-SMB Grand Cayman, Cayman Islands, B.W.I. * * The principal business activity is the manufacture, sale, and recycling of polystyrene cups and plastic cutlery and dinnerware. (3) This reporting person has not during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgement, decree, or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. (4) Citizenship: Belize B. Ross Financial Corporation (1) Country of Organization: Cayman Islands Page 5 of 9 Pages (2) Principal Business: Investment in securities (3) Address of Principal Business P.O. Box 31363-SMB Grand Cayman, Cayman Islands, B.W.I. (4) Address of Principal Office: P.O. Box 31363-SMB Grand Cayman, Cayman Islands, B.W. I. (5) Name and address of all members of the Board of Directors Kenneth B. Dart P.O. Box 31363-SMB Grand Cayman, Cayman Islands, B.W.I. (6) Name and address of all officers: Kenneth B. Dart President/Treasurer P.O. Box 31363-SMB Grand Cayman, Cayman Islands, B.W.I. Mark VanDevelde Secretary P.O. Box 31363-SMB Grand Cayman, Cayman Islands, B.W.I. Foreshore Corporate Services Assistant Secretary P.O. Box 1994 Grand Cayman, Cayman Islands, B.W.I. (7) Neither this reporting person, nor, to the best of its knowledge, any of its directors and executive officers listed above has, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. C. STS Inc. (1) Country of Organization: Cayman Islands (2) Principal Business: Investment in securities. (3) Address of Principal Business: P.O. Box 31363-SMB Grand Cayman, Cayman Islands, B.W.I. (4) Address of Principal Office: P.O. Box 31363-SMB Grand Cayman, Cayman Islands, B.W.I. Page 6 of 10 Pages (5) Name and address of all members of the Board of Directors: Kenneth B. Dart P.O. Box 31363-SMB Grand Cayman, Cayman Islands, B.W.I. (6) Name and address of all officers: Kenneth B. Dart President/Treasurer P.O. Box 31363-SMB Grand Cayman, Cayman Islands, B.W.I. Mark VanDevelde Secretary P.O. Box 31363-SMB Grand Cayman, Cayman Islands, B.W.I. Foreshore Corporate Services Assistant Secretary P.O. Box 1994 Grand Cayman, Cayman Islands, B.W.I. (7) Neither this reporting person, nor, to the best of its knowledge, any of its directors and executive officer listed above has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION A. Kenneth B. Dart Kenneth B. Dart has purchased no shares of Common Stock for his own account but may be deemed to have purchased the shares of Common Stock purchased by Ross Financial Corporation. B. Ross Financial Corporation Ross Financial Corporation has purchased an additional 100,000 shares of Common Stock for total consideration of approximately $442,127.50 including brokerage commissions. Ross Financial Corporation acquired shares of Common Stock by using funds from its working capital account. C. STS Inc.: STS Inc. has purchased no shares of common stock for its own account but may be deemed to have purchased the shares of Common Stock purchased by Ross Financial Corporation. Page 7 of 10 Pages ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition of Common Stock of each reporting person is long-term passive investment. Each reporting person intends to acquire additional Common Stock of the issuer, subject to the availability of such stock at prices deemed attractive by each of the respective reporting person. However, each reporting person may determine to dispose of some or all of its respective holdings. Other than as set forth herein, each reporting person has no plans or proposals which relate to or would result in any of the actions specified in Item 4 of Form 13D promulgated by the Securities and Exchange Commission. ITEM 5. INTEREST IN SECURITIES OF ISSUER (A) - (B) A. The information contained in the cover pages to this Schedule 13D is incorporated herein by reference. B. As of December 30, 1997, the Reporting Persons owned the following shares of Common Stock. (1) By virtue of his status as the sole shareholder of STS Inc., Kenneth B. Dart, for purposes of this Schedule 13D, may be deemed to be a beneficial owner of all of the shares of Common Stock beneficially owned by STS Inc. (2) Ross Financial Corporation is the direct owner of 1,196,000 shares of Common Stock. The 1,196,000 shares represent approximately 5.776% of the 20,706,726 shares of Common Stock outstanding as of November 12, 1997, as reported on Form 10-Q for the quarter ending September 30, 1997 (the "Outstanding Shares"). (3) By virtue of its status as the sole shareholder of Ross Financial Corporation, STS Inc., for purposes of this Schedule 13D, may be deemed to be a beneficial owner of all of the shares of Common Stock beneficially owned by Ross Financial Corporation. (4) After netting out the shares held by more than one person, the Reporting Persons herein have beneficial ownership of an aggregate of 1,196,000 shares of Common Stock representing 5.776% of the Outstanding Shares. (c) See Exhibit A attached hereto, and which is incorporated herein by reference. All of the transactions on Exhibit A were affected on NASDAQ. (d) No other person is known to have the right or power to direct the receipt of dividends of the proceeds from the sale of shares of Common Stock. (e) Not applicable. Page 8 of 10 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Kenneth B. Dart is the sole shareholder of STS Inc. STS Inc. is the sole shareholder of Ross Financial Corporation. The Agreement among the Reporting Persons with respect to the filing of this Amendment 3 is incorporated by reference. ITEM 7. MATERIAL TO BE FILED WITH EXHIBITS The following Exhibits are filed herewith. A. Schedule of Transactions of the voting Common Stock of the Issuer. B. Agreement among the reporting person with respect to the filing of the Schedule 13D and any amendments thereto. After reasonable inquiry and to the best of our knowledge and belief, we each certify that the information set forth in this statement is true, complete and correct. This statement may be executed in two (2) or more counter parts, each of which shall be deemed an original and all of which shall constitute one (1) instrument. ROSS FINANCIAL CORPORATION BY: KENNETH B. DART, President December 30, 1997 STS INC. BY: KENNETH B. DART, President December 30, 1997 AND KENNETH B. DART December 30, 1997 Page 9 of 10 Pages EXHIBIT A TRADE QUANTITY PRICE COST COMMISSION TOTAL COST DATE 8/7/97 75,000 4.4375 332,812.50 0 332,812.50 8/8/97 25,000 4.375 109,375.00 0 109,375.00 TOTALS 100,000 442,187.50 442,187.50 ALL TRANSACTIONS REPORTED ON THIS EXHIBIT WERE EFFECTED ON NASDAQ. Page 10 of 10 Pages EXHIBIT B This will confirm the agreement by and among all of the undersigned that the reports on Schedule 13D filed on or about April 10, 1997 and any amendments thereto with respect to the beneficial ownership of the undersigned of the shares of Common Stock, of Neorx Corporation, Inc., a Washington corporation was, and are being, filed on behalf of each of the parties named below. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. ROSS FINANCIAL CORPORATION BY: KENNETH B. DART, President December 30, 1997 STS INC. BY: KENNETH B. DART, President December 30, 1997 AND KENNETH B. DART December 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----