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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. 4)
NEOGEN CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
640491106
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(CUSIP Number)
MARK VANDEVELDE, ROSS FINANCIAL CORPORATION, P.O. Box 31363-SMB,
MIRCO COMMERCE CENTRE, CAYMAN ISLANDS B.W.I., (345) 949-7950
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 30, 1997
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(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 17 Pages
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CUSIP No. 640491106 Page 2 of 17 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
KENNETH B. DART
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
NONE
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
BELIZE
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NUMBER OF | 7. SOLE VOTING POWER -0-
SHARES |----------------------------------------------------
BENEFICIALLY | 8. SHARED VOTING POWER 194,337
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 194,337
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
These shares are beneficially owned by Ross
194,337 shares Financial Corporation as to which STS Inc.
is the 100% shareholder. Kenneth B. Dart is the
100% shareholder of STS Inc.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.157%
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14. TYPE OF REPORTING PERSON*
IN-INDIVIDUAL
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CUSIP No. 640491106 Page 3 of 17 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
ROSS FINANCIAL CORPORATION
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WORKING CAPITAL
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF | 7. SOLE VOTING POWER -0-
SHARES |----------------------------------------------------
BENEFICIALLY | 8. SHARED VOTING POWER 194,337
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 194,337
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,337 shares These shares are beneficially owned by STS
Inc. which is the 100% shareholder.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.157%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
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CUSIP No. 640491106 Page 4 of 17 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
STS INC.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
NONE
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF | 7. SOLE VOTING POWER -0-
SHARES |----------------------------------------------------
BENEFICIALLY | 8. SHARED VOTING POWER 194,337
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 194,337
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,337 shares These shares are beneficially owned by Ross
Financial Corporation as to which STS Inc.
is the 100% shareholder.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.157%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
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CUSIP No. 640491106 Page 5 of 17 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
ROBERT C. DART
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
NONE
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
BELIZE
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NUMBER OF | 7. SOLE VOTING POWER -0-
SHARES |----------------------------------------------------
BENEFICIALLY | 8. SHARED VOTING POWER 194,338
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 194,338
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
These shares are beneficially owned by DCL-RU
194,338 shares Corporation as to which Flagship Limited
is the 100% shareholder. Robert C. Dart is the
100% shareholder of Flagship Limited.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.157%
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14. TYPE OF REPORTING PERSON*
IN-INDIVIDUAL
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CUSIP No. 640491106 Page 6 of 17 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
DCL-RU CORPORATION
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WORKING CAPITAL
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF | 7. SOLE VOTING POWER -0-
SHARES |----------------------------------------------------
BENEFICIALLY | 8. SHARED VOTING POWER 194,338
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 194,338
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,338 shares These shares are beneficially owned by
Flagship Limited which is the 100% shareholder.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.157%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
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CUSIP No. 640491106 Page 7 of 17 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
FLAGSHIP LIMITED
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
NONE
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF | 7. SOLE VOTING POWER -0-
SHARES |----------------------------------------------------
BENEFICIALLY | 8. SHARED VOTING POWER 194,338
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 194,338
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,338 shares These shares are beneficially owned by DCL-RU
Corporation as to which Flagship Limited
is the 100% shareholder.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.157%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
Neither the filing of this Amendment No. 4 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 Neogen
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. Neither the filing of this
Amendment No. 4 to Schedule 13D nor any of its contents shall be
deemed to constitute an admission by DCL-RU Corporation, a Cayman
Islands corporation, by Flagship Limited, a Cayman Islands
corporation, or by Robert C. Dart, that it or he is the beneficial
owner of any of the Common Stock referred to in this Amendment,
other than shares of Neogen Corporation, issued and outstanding and
owned of record by the DCL-RU 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 voting common stock (the
"Common Stock"), of the Neogen Corporation, a Michigan corporation
organized under the laws of the state of Michigan ("the Company").
The principal executive offices of the Company are located at 620
Lesher Place, Lansing, Michigan 48912.
ITEM 2. IDENTITY AND BACKGROUND.
A. Ross Financial Corporation
(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.
(5) Name and address of all members of the Board of Directors:
Kenneth B. Dart
P.O. Box 31300-SMB
Grand Cayman, Cayman Islands, B.W.I.
Page 8 of 17 Pages
(6) Name and address of all officers:
Kenneth B. Dart President/Treasurer
P.O. Box 31300-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) 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.
B. 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.
(5) Name and address of all members of the Board of Directors:
Kenneth B. Dart
P.O. Box 31300-SMB
Grand Cayman, Cayman Islands, B.W.I.
(6) Name and address of all officers:
Kenneth B. Dart President/Treasurer
P.O. Box 31300-SMB
Grand Cayman, Cayman Islands, B.W.I.
Page 9 of 17 Pages
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) 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.
C. Kenneth B. Dart
(1) Citizenship: Belize
(2) Business Address: P.O. Box 31300-SMB
Grand Cayman, Cayman Islands, B.W.I.
(3) Principal Employment: Employee 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.
(4) 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.
D. Flagship Limited
(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.
Page 10 of 17 Pages
(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:
Robert C. Dart
Garretts Lane, Cradley Heath, Warley,
West Midlands, England, B64 5RE
(6) Name and address of all officers:
Robert C. Dart President/Treasurer
Garretts Lane, Cradley Heath, Warley,
West Midlands, England, B64 5RE
Stacey Magis Secretary
P.O. Box 31362 SMB
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) 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.
E. DCL-RU Corporation
(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.
(5) Name and address of all members of the Board of
Directors:
Kenneth B. Dart
P.O. Box 31300-SMB
Grand Cayman, Cayman Islands, B.W.I.
Page 11 of 17 Pages
(6) Name and address of all officers:
Kenneth B. Dart President/Treasurer
P.O. Box 31300-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) 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.
F. Robert C. Dart
(1) Citizenship: Belize
(2) Business Address: Garretts Lane, Cradley Heath, Warley,
West Midlands, England, B64 5RE
(3) Principal Employment: Vice President and Board Member of the
following corporations:
(a) Dart Container Corporation
P.O. Box 31372-SMB
Grand Cayman, Cayman Islands, B.W.I. *
(b) Dart Container Corporation of Pennsylvania
500 Hogsback Road
Mason, Michigan 48854 *
(c) Dart Container Corporation of Kentucky
500 Hogsback Road
Mason, Michigan 48854 *
(d) Dart Container Corporation of Illinois
500 Hogsback Road
Mason, Michigan 48854 *
Page 12 of 17 Pages
(e) Dart Container Corporation of Georgia
500 Hogsback Road
Mason, Michigan 48854 *
(f) Dart Container Corporation of California
500 Hogsback Road
Mason, Michigan 48854 *
President and Board Member of the following corporations:
(a) Dart Container Corporation of Michigan
500 Hogsback Road
Mason, Michigan 48854 *
(b) Dart Cup, Ltd.
500 Hogsback Road
Mason, Michigan 48854 *
General Partner of the following limited partnership:
(a) Dart Container Sales Company, Ltd.
600 W. Hillsboro Blvd., Suite 600
Deerfield Beach, Florida 33441 **
* The principal business activity is the manufacture, sale and
recycling of polystyrene cups and plastic cutlery and dinnerware.
** The principal business activity is the sale of polystyrene cups
and plastic cutlery and dinnerware.
(4) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A. Ross Financial Corporation:
Ross Financial Corporation purchased no shares of Common Stock
for its own account but it received 194,337 shares of Common
Stock for its own account from Kenneth B. Dart.
B. STS Inc.:
STS Inc. purchased no shares of Common stock for its own
account but may be deemed to own the shares owned by Ross Financial
Corporation.
Page 13 of 17 Pages
C. Kenneth B. Dart:
Kenneth B. Dart sold no shares of Common Stock for his own
account but he transferred 194,337 shares of Common Stock
to Ross Financial Corporation for its own account.
D. Flagship Limited:
Flagship Limited purchased no shares of Common stock for its own
account but may be deemed to own the shares owned by DCL-RU
Corporation.
E. DCL-RU Corporation
DCL-RU Corporation purchased no shares of Common Stock
for its own account but it received 194,337 shares of Common
Stock for its own account from Robert C. Dart.
F. Robert C. Dart:
Robert C. Dart sold no shares of Common Stock for his own
account but he transferred 194,338 shares of Common Stock
to DCL-RU Corporation.
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 persons. 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) Ross Financial Corporation is the direct owner of 194,337
shares of Common Stock. The 194,337 shares represent approximately
3.157% of the 6,155,808 shares of Common Stock outstanding as of
October 3, 1997 as reported by the company on Form 10-QSB for the
quarter ending August 31, 1997 (the "Outstanding Shares").
Page 14 of 17 Pages
(2) By virtue of its ownership of 100% of the outstanding voting
shares of Ross Financial Corporation, STS Inc., for purposes of
this Schedule 13D, as amended, may be deemed to be a beneficial
owner of all of the shares owned by Ross Financial Corporation.
(3) By virtue of his ownership of 100% of the outstanding shares
of STS Inc., Kenneth B. Dart, for purposes of this Schedule 13D,
as amended, may be deemed to be a beneficial owner of all of the
shares beneficially owned by Ross Financial Corporation.
(4) By virtue of its ownership of 100% of the outstanding voting
shares of DCL-RU Corporation, Flagship Limited, for purposes of
this Schedule 13D, as amended, may be deemed to be a beneficial
owner of all of the shares owned by DCL-RU Corporation.
(5) DCL-RU Corporation is the direct owner of 194,338 shares of
Common Stock. The 194,338 shares represent approximately 3.157% of
the Outstanding Shares.
(6) By virtue of his ownership of 100% of the outstanding shares
of Flagship Limited, Robert C. Dart, for purposes of this Schedule
13D, as amended, may be deemed to be a beneficial owner of all of
the shares beneficially owned by DCL-RU Corporation.
(7) After netting out the shares owned by more than one person,
the Reporting Persons herein have beneficial ownership of an
aggregate of 388,675 shares of Common Stock representing
approximately 6.314% of the issuer.
(c) See Exhibit A attached hereto, and which is incorporated
herein by reference. The transactions on Exhibit A were by private
transfer.
(d) No other person is known to have the right or power to direct
the receipt of dividends or the proceeds from the sale of shares of
Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are interrelated boards and officers of the entities in Item
2 as indicated therein. The Agreement among the Reporting Persons
with respect to the filing of this amendment to Schedule 13D is
incorporated by reference.
Page 15 of 17 Pages
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 persons 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 counterparts, each of which shall be
deemed an original and all of which shall constitute one (1)
instrument.
ROSS FINANCIAL CORPORATION
By: Kenneth B. Dart
Its: President
Dated December 30, 1997
STS INC.
By: Kenneth B. Dart
Its: President
Dated December 30, 1997
Kenneth B. Dart
Dated: December 30, 1997
FLAGSHIP Limited
By: Robert C. Dart
Its: President
Dated December 30, 1997
DCL-RU CORPORATION
By: Kenneth B. Dart
Its: President
Dated December 30, 1997
Robert C. Dart
Dated: December 30, 1997
Page 16 of 17 Pages
EXHIBIT A
A. Transfer from Kenneth B. Dart to Ross Financial Corporation:
12/30/97 194,337 Shares
B. Transfer from Robert C. Dart to DCL-RU Corporation:
12/30/97 194,338 Shares
Page 17 of 17 Pages
AGREEMENT
This will confirm the agreement by and among all of the undersigned
that the Reports on Schedule 13D filed on or about April 8, 1993,
and any amendments thereto with respect to the beneficial ownership
of the undersigned of the shares of voting common stock of Neogen
Corporation, a corporation organized under the laws of the state of
Michigan, is 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
Its: President
Dated December 30, 1997
STS INC.
By: Kenneth B. Dart
Its: President
Dated December 30, 1997
Kenneth B. Dart
Dated: December 30, 1997
FLAGSHIP LIMITED
By: Robert C. Dart
Its: President
Dated December 30, 1997
DCL-RU CORPORATION
By: Kenneth B. Dart
Its: President
Dated December 30, 1997
Robert C. Dart
Dated: December 30, 1997
