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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)
ALLOU HEALTH & BEAUTY CARE, INC.
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(Name of Issuer)
CLASS A COMMON STOCK
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(Title of Class of Securities)
019782101
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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)
November 30, 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. 019782101 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 165,100
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 165,100
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
These shares are beneficially owned by Ross
165,100 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)
3.555%
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14. TYPE OF REPORTING PERSON*
IN-INDIVIDUAL
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CUSIP No. 019782101 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 165,100
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 165,100
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,100 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)
3.555%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
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CUSIP No. 019782101 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 165,100
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 165,100
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,100 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)
3.555%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
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, 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 No. 1 to Schedule 13D, other than shares of Allou
Health & Beauty Care, Inc., issued and outstanding and owned of
record by the Ross Financial Corporation as of the date of this
Schedule 13D, 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 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 31363-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
Page 5 of 10 Pages
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.
C. STS Inc.
(1) Country of Organization: Cayman Islands
Page 6 of 10 Pages
(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 not sold shares of
Common stock for his own account but may be deemed to have sold the
shares of Common Stock sold by Ross Financial Corporation.
Page 7 of 10 Pages
B. Ross Financial Corporation:
Since October 23, 1998 Ross Financial Corporation ("RFC") has sold
an aggregate of 81,600 shares of Common Stock for net proceeds
after subtracting brokerage commissions & SEC fees) of
approximately $877,181.80.
C. STS Inc.:
Since the last filing, STS Inc. has not sold shares of common stock
for its own account but may be deemed to have sold the shares of
Common Stock sold by RFC.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the disposition of Common Stock was the reduction of
a long-term passive investment and the purchase of Common Stock as
a long-term passive investment. Each reporting person may
determine to dispose of more or all of its respective
long-term passive investment. However, each reporting person may
acquire additional Common Stock of the issuer as a long-term
passive investment, subject to the availability of such stock at
prices deemed attractive by each of the respective reporting
persons. 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 Amendment
No. 1 to Schedule 13D is incorporated herein by reference.
B. As of November 30, 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 RFC, 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 RFC.
(2) RFC is the direct owner of 165,100 shares of Common Stock.
The 165,100 shares represent approximately 3.555% of the 4,644,380
shares of Common Stock outstanding as of November 10, 1998, as
reported by the Company on Form 10-Q for the fiscal year ending
September 30, 1998 (the "Outstanding Shares") filed on November 16,
1998.
Page 8 of 10 Pages
(3) By virtue of its status as the sole shareholder of RFC, 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 RFC.
(4) After netting out the shares held by more than one person, the
Reporting Persons herein have beneficial ownership of an aggregate
of 165,100 shares of Common Stock representing 3.555% of the
Outstanding Shares.
(c) See Exhibit A attached hereto, and which is incorporated
herein by reference.
(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 STS Inc. STS Inc. is
the sole shareholder of RFC. 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.
ROSS FINANCIAL CORPORATION STS INC.
By: Kenneth B. Dart, President By: Kenneth B. Dart, President
Dated: November 30, 1998 Dated: November 30, 1998
AND
KENNETH B. DART
Dated: November 30, 1998
Page 9 of 10 Pages
EXHIBIT A
ALLOU HEALTH & BEAUTY-ROSS FINANCIAL CORPORATION SALE
TRANSACTIONS *
SALE TRANSACTIONS
Trade Total Commission Net
Date Quantity Price Proceeds & SEC Charges Proceeds
11/30/98 500 11.25 5,625.00 25.19 5,599.81
11/30/98 8,800 10.875 95,700.50 443.19 95,256.81
11/30/98 1,200 10.8125 12,975.00 60.43 12,914.57
11/30/98 5,500 10.75 59,125.00 276.17 58,848.03
11/30/98 500 10.6875 5,343.75 25.18 5,318.57
11/30/98 2,200 10.625 23,375.00 110.78 23,264.22
11/30/98 31,300 10.5 328,650.00 1,575.96 327,074.05
11/30/98 8,400 11.0 92,400.00 423.08 91,976.92
11/30/98 1,000 10.5625 10,562.50 50.35 10,512.15
11/30/98 5,000 10.9375 54,687.50 251.82 54,435.68
11/30/98 7,700 11.25 86,625.00 387.89 86,237.11
11/30/98 1,300 11.125 14,462.50 65.48 14,397.02
11/30/98 1,700 11.3125 19,231.25 85.64 19,145.61
11/30/98 4,500 11.1875 50,343.75 226.68 50,177.07
11/30/98 2,000 11.0625 22,125.00 100.74 22,024.26
TOTAL 81,600 881,290.46 4,108.58 877,181.88
* All transactions reported on this exhibit were effected on the
American Stock Exchange.
Page 10 of 10 Pages
EXHIBIT B
AGREEMENT
This will confirm the agreement by and among all of the undersigned
that Schedule 13D filed on or about October 23, 1998 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: November 30, 1998
STS INC.
By: Kenneth B. Dart, President
Dated: November 30, 1998
AND
KENNETH B. DART
Dated: November 30, 1998
