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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. 7)
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)
February 4, 1998
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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 10 Pages
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CUSIP No. 02071K105 Page 2 of 10 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 5,106,895
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 5,106,895
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
These shares are beneficially owned by Ross
5,106,895 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)
25.28%
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14. TYPE OF REPORTING PERSON*
IN-INDIVIDUAL
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CUSIP No. 02071K105 Page 3 of 10 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 5,106,895
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 5,106,895
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,106,895 shares These shares may be 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)
25.28%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
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CUSIP No. 02071K105 Page 4 of 10 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 5,106,895
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 5,106,895
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,106,895 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)
25.28%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
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Neither the filing of this Amendment No. 7 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 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 10 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.
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 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.
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 223,000 shares
of Common Stock for total consideration of approximately
$640,784.00 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 February 4, 1998, the Reporting Persons owned the
following shares of Common Stock.
(1) By virtue of his status as the sole shareholder of STS
Inc., which is the sole shareholder of Ross Financial
Corporation, Kenneth B. Dart, for purposes of this Schedule 13D,
as amended, 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 5,106,895
shares of Common Stock. The 5,106,895 shares represent
approximately 25.28% 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) By virtue of its status as the sole shareholder 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 of Common Stock 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 5,106,895 shares of Common Stock representing 25.28% of the
Outstanding Shares.
(c) See Exhibit A attached hereto, and which is incorporated
herein by reference. All transactions on Exhibit A were effected
on NASDAQ.
Page 8 of 10 Pages
(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.
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. 7 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
February 4, 1998
STS INC.
BY: KENNETH B. DART, President
February 4, 1998
AND
KENNETH B. DART
February 4, 1998
Page 9 of 10 Pages
EXHIBIT A
TRADE QUANTITY PRICE COST COMMISSION TOTAL COST
DATE
1/21/98 26,000 2.875 74,750.00 780 75,530.00
1/22/98 25,000 2.875 71,875.00 750 72,625.00
1/23/98 38,000 2.875 109,250.00 1,140 110,390.00
1/26/98 21,000 2.875 60,375.00 630 61,005.00
1/27/98 6,000 2.875 17,250.00 180 17,430.00
1/28/98 16,000 2.875 46,000.00 480 46,480.00
1/29/98 10,000 2.875 28,750.00 300 29,050.00
2/ 2/98 20,000 2.875 57,500.00 600 58,100.00
2/ 2/98 1,000 2.8125 2,812.50 30 2,842.50
2/ 3/98 10,000 2.8125 28,125.00 300 28,425.00
2/ 3/98 1,000 2.6875 2,687.50 30 2,717.50
2/ 3/98 18,000 2.75 49,500.00 540 50,040.00
2/ 4/98 1,000 2.71875 2,719.00 30 2,749.00
2/ 4/98 30,000 2.75 82,500.00 900 83,400.00
TOTALS 223,000 $634,094.00 $6,690 $640,784.00
THE 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 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
February 4, 1998
STS INC.
BY: KENNETH B. DART, President
February 4, 1998
AND
KENNETH B. DART
February 4, 1998
