-----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, Fxrs5TTX+OjUBuPr1TuMynXFwkHcSlx89LwLtXft1LZZg/yD1kp8aVBw4ZILAjJJ +k1M0esWrWyC8fQoko+wOA== 0001036329-97-000042.txt : 19971211 0001036329-97-000042.hdr.sgml : 19971211 ACCESSION NUMBER: 0001036329-97-000042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971210 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALPHA BETA TECHNOLOGY INC CENTRAL INDEX KEY: 0000841168 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042997834 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44719 FILM NUMBER: 97735057 BUSINESS ADDRESS: STREET 1: ONE INNOVATION DR CITY: WORCESTER STATE: MA ZIP: 01605 BUSINESS PHONE: 5087986900 MAIL ADDRESS: STREET 1: ONE INNOVATION DR CITY: WORCESTER STATE: MA ZIP: 016505 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. 1) ALPHA-BETA TECHNOLOGY, INC. - ------------------------------------------------------------------ (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE - ------------------------------------------------------------------ (Title of Class of Securities) 02071K105 -------------- (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 9, 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 9 Pages - ------------------- ----------------- CUSIP No. 02071K105 Page 2 of 9 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 3,702,795 OWNED BY |---------------------------------------------------- EACH | 9. SOLE DISPOSITIVE POWER -0- REPORTING |---------------------------------------------------- PERSON |10. SHARED DISPOSITIVE POWER 3,702,795 WITH | - ------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,702,795 shares These shares are beneficially owned by Ross Financial Corporation as to which Kenneth B. Dart 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) 18.33% - ------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IN-INDIVIDUAL - ------------------------------------------------------------------ - ------------------- ----------------- CUSIP No. 02071K105 Page 3 of 9 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 3,702,795 OWNED BY |---------------------------------------------------- EACH | 9. SOLE DISPOSITIVE POWER -0- REPORTING |---------------------------------------------------- PERSON |10. SHARED DISPOSITIVE POWER 3,702,795 WITH | - ------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,702,795 shares These shares may be beneficially owned by Kenneth B. Dart who 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) 18.33% - ------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IN-CORPORATION - ------------------------------------------------------------------ Neither the filing of this Amendment No. 1 to Schedule 13D nor any of its contents shall be deemed to constitute an admission by Ross Financial Corporation, 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 Alpha-Beta Technology, Inc. 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. ITEM 1. SECURITY AND ISSUER This statement relates to the shares of voting common stock (the "Common Stock"), of Alpha-Beta Technology, Inc, a Massachusetts corporation (the "Company"). The principal executive offices of the Company are located at One Innovation Drive, Worcester, MA 01605 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 (2) Principal Business: Investment in securities Page 4 of 9 Pages (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. 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 purchased an additional 215,000 shares of Common Stock for total consideration of approximately $623,012.75 including brokerage commissions. Ross Financial Corporation acquired shares of Common Stock by using funds from its working capital account. Page 5 of 9 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 9, 1997, the Reporting Persons owned the following shares of Common Stock. (1) By virtue of his status as the sole shareholder of Ross Financial Corporation, 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 owned by Ross Financial Corporation. (2) Ross Financial Corporation is the direct owner of 3,702,795 shares of Common Stock. The 3,702,795 shares represent approximately 18.33% of the 20,200,805 shares of Common Stock outstanding as of November 18, 1997, 16,834,046 as reported by the Company on Form 10-Q dated November 17, 1997, and 3,366,795 new shares because of a direct purchase from the Company on November 18, 1997 (the "Outstanding Shares"). (3) After netting out the shares held by more than one person, the Reporting Persons herein have beneficial ownership of an aggregate of 3,702,795 shares of Common Stock representing 18.33% of the Outstanding Shares. (c) See Exhibit A attached hereto, and which is incorporated herein by reference. The transaction on Exhibit A was because of the issuance of new stock directly from the Company. (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 6 of 9 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Kenneth B. Dart is the sole shareholder of Ross Financial Corporation. The Agreement among the Reporting Persons with respect to the filing of this Amendment No. 1 to Schedule 13D is incorporated by reference as Exhibit B. There is a Shareholder Rights Agreement dated as of February 2, 1995 by and between Alpha-Beta Technology, Inc. and The First National Bank of Boston which is incorporated by reference as Exhibit D to Schedule 13D filed on or about November 26, 1997, which was amended by a First Amendment to Shareholder Rights Agreement dated as of November 13, 1997 by and between Alpha-Beta Technology, Inc. and BankBoston, N.A. f/k/a The First Bank of Boston, as Rights Agent, which is incorporated by reference as Exhibit E to Schedule 13D filed on or about November 26, 1997. There is a Stock Purchase Agreement dated as of November 18, 1997 by and between Alpha-Beta Technology, Inc. and Ross Financial Corporation which is incorporated by reference as Exhibit C to Schedule 13D filed on or about November 26, 1997. 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. ROSS FINANCIAL CORPORATION BY: KENNETH B. DART, President December 9, 1997 AND KENNETH B. DART December 9, 1997 Page 7 of 9 Pages EXHIBIT A TRADE QUANTITY PRICE COST COMMISSION TOTAL COST DATE 12/03/97 25,000 2.875 71,875.00 750 72,625.00 12/04/97 20,000 2.875 57,500.00 600 58,100.00 12/05/97 37,500 2.875 107,812.50 1,125 108,937.50 12/05/97 5,000 2.8438 14,219.00 150 14,369.00 12/05/97 7,500 2.8125 21,093.75 225 21,318.75 12/08/97 80,000 2.875 230,000.00 2,400 232,400.00 12/08/97 15,000 2.8125 42,187.50 450 42,637.50 12/09/97 25,000 2.975 71,875.00 750 72,625.00 TOTALS 215,000 $616,562.75 $6,450 $623,012.75 THE TRANSACTIONS REPORTED ON THIS EXHIBIT WERE EFFECTED ON NASDAQ Page 8 of 9 Pages EXHIBIT B This will confirm the agreement by and among all of the undersigned that the reports this Schedule 13D filed on or about November 26, 1997, and any amendments thereto with respect to the beneficial ownership of the undersigned of the shares of voting Common Stock, of Alpha-Beta Technology, Inc., a Massachusetts 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 9, 1997 AND KENNETH B. DART December 9, 1997 Page 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----