Schedule 13D
Amendment #3
Issuer: NEOGEN CORPORATION
Common Stock
CUSIP Number: 640491106
Person authorized to receive notices and communications:
Mark VanDevelde
Dart Management Limited
P.O. Box 31363-SMB
Mirco Commerce Centre
Cayman Islands, B.W.I
(345) 949-7950
Date of event which requires filing: December 19, 1996
Name of Reporting Person:
Kenneth B. Dart
Source of Funds:
Personal Funds
Citizenship or Place of Organization:
Belize
Sole Voting Power:
Zero
Shared Voting Power:
194,337 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
194,337 shares
Aggregate Amount Beneficially Owned By Each Reporting Person:
194,337
Percent of Class Represented by Amount:
4.226%
Type of Reporting Person
IN-Individual
Name of Reporting Person:
Robert C. Dart
Source of Funds:
Personal Funds
Citizenship or Place of Organization:
Belize
Sole Voting Power:
Zero
Shared Voting Power:
194,338 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
194,338 shares
Aggregate Amount Beneficially Owned By Each Reporting Person:
194,338
Percent of Class Represented by Amount:
4.226%
Type of Reporting Person
IN-Individual
JOINT STATEMENT
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
A. 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.
B. 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 *
(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. Kenneth B. Dart:
Kenneth B. Dart purchased no shares of Common Stock for his own
account but he received 194,337 shares of Common Stock for his own
account from the Kenneth B. Dart Residual Trust.
B. Robert C. Dart:
Robert C. Dart purchased no shares of Common Stock for his own
account but he received 194,338 shares of Common Stock for his own
account from the Robert C. Dart Residual Trust.
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 19, 1996, the Reporting Persons owned the
following shares of Common Stock.
(1) Kenneth B. Dart is the direct owner of 194,377 shares of
Common Stock. The 194,337 shares represent approximately 4.226% of
the 4,598,042 shares of Common Stock outstanding as of September
10, 1996 as reported by the company on Form 10-Q for the third
quarter ending August 31, 1996 (the "Outstanding Shares").
(2) Robert C. Dart is the direct owner of 194,338 shares of
Common Stock. The 194,338 shares represent approximately 4.226% of
the Outstanding Shares.
(3) Since the last filing, Dart Energy Corporation sold 1,000
shares of Common Stock for approximately $7,228.26 including
commissions.
(4) The Reporting Persons herein have beneficial ownership of an
aggregate of 388,675 shares of Common Stock representing
approximately 8.452% 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.
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.
Kenneth B. Dart
Dated: December 19, 1996
Robert C. Dart
Dated: December 18, 1996
EXHIBIT A
A. Transfer from the Kenneth B. Dart Residual Trust to Kenneth B.
Dart:
12/19/96 194,337 Shares
B. Transfer from the Robert C. Dart Residual Trust to Robert C.
Dart:
12/19/96 194,338 Shares
C. Sale by Dart Energy Corporation on September 29,1995 of 1,000
shares of Common Stock for approximately $7,228.26 including
commissions.
EXHIBIT B
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.
Kenneth B. Dart
Dated: December 19, 1996
Robert C. Dart
Dated: December 18, 1996
