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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. 1)
ALPHA-BETA TECHNOLOGY, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
02071K105
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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 9, 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 9 Pages
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CUSIP No. 02071K105 Page 2 of 9 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 3,702,795
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 3,702,795
WITH |
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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.
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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)
18.33%
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14. TYPE OF REPORTING PERSON*
IN-INDIVIDUAL
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CUSIP No. 02071K105 Page 3 of 9 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 3,702,795
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 3,702,795
WITH |
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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.
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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)
18.33%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
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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
