Schedule 13D
Amendment #2
Issuer: ALLOU HEALTH & BEAUTY CARE, INC.
Class A Common Stock
CUSIP Number: 019782101
Person authorized to receive notices and communications:
Mark VanDevelde
Ross Financial Corporation
P.O. Box 31363-SMB
Mirco Commerce Centre
Cayman Islands, B.W.I
(345) 949-7950
Date of event which requires filing: February 24, 1997
Name of Reporting Person:
Kenneth B. Dart
Source of Funds:
None
Citizenship or Place of Organization:
Belize
Sole Voting Power:
Zero
Shared Voting Power:
363,100 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
363,100 shares
Aggregate Amount Beneficially Owned By Each Reporting Person:
363,100
These shares are beneficially owned by Ross Financial Corporation
as to which Kenneth B. Dart is the 100% shareholder.
Percent of Class Represented by Amount:
7.98%
Type of Reporting Person
IN-Individual
Name of Reporting Person:
Ross Financial Corporation
Source of Funds:
WC-Working Capital
Citizenship or Place of Organization:
Cayman Islands
Sole Voting Power:
Zero
Shared Voting Power:
363,100 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
363,100 shares
Aggregate Amount Beneficially Owned By Each Reporting Person
363,100 shares
These shares are beneficially owned by Kenneth B. Dart who is the
100% shareholder.
Percent of Class Represented by Amount
7.98%
Type of Reporting Person
CO-Corporation
JOINT STATEMENT
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of Class A voting common stock
(the "Common Stock"), of Allou Health & Beauty Care, a Delaware
corporation ("the Company"). The principal executive offices of
the Company are located at 50 Emjay Boulevard, Brentwood, NY 11717.
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.
(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) 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:
Since the last filing, 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:
Since the last filing Ross Financial Corporation has purchased an
aggregate of 55,500 shares of Common Stock for total consideration
(including brokerage commission) of approximately $369,556.25.
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 February 24, 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
Amendment 2 to 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 363,100
shares of Common Stock. The 363,100 shares represent approximately
7.98% of the 4,552,225 shares of Common Stock outstanding as of
November 11, 1996, as reported by the Company of Form 10-Q for the
quarter ending September 30, 1996 (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 363,100 shares of Common Stock representing 7.98% of the
Outstanding Shares.
(c) See Exhibit A attached hereto, and which is incorporated
herein by reference. All of the transactions on Exhibit A were
affected on the American Stock Exchange.
(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.
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 2 to Schedule 13D is
incorporated by reference.<PAGE>
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, President
Dated: February 24, 1997
AND
KENNETH B. DART
Dated: February 24, 1997
EXHIBIT A
ALLOU HEALTH & BEAUTY-ROSS FINANCIAL CORPORATION PURCHASE
TRANSACTIONS *
Trade Date Quantity Price Cost Commission Total Cost
2/05/97 10,000 6.725 67,250.00 500 67,750.00
2/13/97 11,000 6.500 71,500.00 550 72,050.00
2/13/97 1,000 6.313 6,312.50 50 6,362.50
2/18/97 10,000 6.625 66,250.00 500 66,750.00
2/19/97 10,000 6.625 66,250.00 500 23,143.75
2/19/97 3,500 6.5625 22,968.75 175 23,143.75
2/24/97 10,000 6.625 66,250.00 500 66,750.00
TOTAL 55,500 369,556.25
EXHIBIT B
AGREEMENT
This will confirm the agreement by and among all of the undersigned
that Schedule 13D filed on or about January 4, 1996 and any
amendments thereto with respect to the beneficial ownership of the
undersigned of the shares of Class A voting common stock, of Allou
Health & Beauty Care, Inc., a Delaware 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
Dated: February 24, 1997
AND
KENNETH B. DART
Dated: February 24, 1997
