Schedule 13D
Amendment #10
Issuer: The Liposome Company, Inc.
Series A Common Stock
CUSIP Number: 53610105
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: July 31, 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
9,353,346 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
9,353,346 shares
Aggregate Amount Beneficially Owned By Each Reporting Person
9,353,346 shares 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
24.998%
Type of Reporting Person
IN-Individual
Name of Reporting Person
Ross Financial Corporation
Source of Funds
WC-Working Capital
OO-Margin Borrowing
Citizenship or Place of Organization
Cayman Islands
Sole Voting Power
Zero
Shared Voting Power
9,353,346 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
9,353,346 shares
Aggregate Amount Beneficially Owned By Each Reporting Person
9,353,346 shares These shares are beneficially owned by Kenneth
B. Dart who is the 100% shareholder.
Percent of Class Represented by Amount
24.998%
Type of Reporting Person
CO-Corporation
JOINT STATEMENT
ITEM 1. SECURITY AND ISSUER
This statement relates to the shares of Series A voting common
stock (the "Common Stock"), of The Liposome Company, Inc., a
Delaware corporation (the "Company"). The principal executive
offices of the Company are located at One Research Way,
Princeton Forrestal Center, Princeton, New Jersey, 08540.
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 o, 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) 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 has purchased an additional 409,000
shares of Common Stock for total consideration (including
brokerage commission) of approximately $3,209,575.
Ross Financial Corporation acquired shares of Common Stock by
using funds from its working capital account and margin
borrowing from its account with Bear, Stearns & Co., Inc.
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 July 31, 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 9,353,346
shares of Common Stock. The 9,353,346 shares represent
approximately 24.998% of the 37,415,721 shares of Common
Stock outstanding as of July 22, 1997, as reported by an
official of the Company per a telephone conversation on
July 22, 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 9,353,346 shares of Common Stock representing
24.998% 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 NASDAQ.
(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 10 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 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. This statement may
be executed in two (2) or more counter parts, 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
July 31, 1997
AND
KENNETH B. DART
July 31, 1997
EXHIBIT A
TRADE QUANTITY PRICE COST COMMISSION TOTAL COST
DATE
7/28/97 25,000 8.0000 200,000.00 1,250 201,250.00
7/28/97 50,000 8.1700 408,500.00 250 408,750.00
7/29/97 50,000 8.0000 400,000.00 2,500 402,500.00
7/29/97 50,000 8.0625 403,125.00 2,500 405,625.00
7/30/97 50,000 7.6250 381,250.00 2,500 383,750.00
7/30/97 75,000 7.8750 590,625.00 3,750 594,375.00
7/30/97 50,000 7.7500 387,500.00 2,500 390,000.00
7/31/97 59,000 7.1250 420,375.00 2,950 423,325.00
TOTALS 409,000 3,191,375.00 18,200 3,209,575.00
ALL TRANSACTIONS REPORTED ON THIS EXHIBIT WERE EFFECTED
ON NASDAQ.
EXHIBIT B
This will confirm the agreement by and among all of the
undersigned that the reports on Schedule 13D filed on or
about April 10, 1997 and any amendments thereto with respect
to the beneficial ownership of the undersigned of the shares
of Series A voting Common Stock, of The Liposome Company, 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
July 31, 1997
AND
KENNETH B. DART
July 31, 1997
