Schedule 13D
Amendment #3
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: April 22, 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
5,049,346 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
5,049,346 shares
Aggregate Amount Beneficially Owned By Each Reporting Person
5,049,346
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
13.96%
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
5,049,346 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
5,049,346 shares
Aggregate Amount Beneficially Owned By Each Reporting Person
5,049,346 shares
These shares are beneficially owned by Kenneth B. Dart who is the 100%
shareholder.
Percent of Class Represented by Amount
13.96%
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 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) 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 700,000 shares of
Common Stock for total consideration (including brokerage commission) of
approximately $15,162,500.00 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 April 22, 1997, the Reporting Person 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 5,049,346
shares of Common Stock. The 5,049,346 shares represent
approximately 13.96% of the 36,171,290 shares of Common
Stock outstanding as of February 28, 1997, as reported by the
Company on Form 10-K for the fiscal year ending December 29,
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 5,049,346 shares of Common Stock representing
13.96% 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 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 3 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
APRIL 22, 1997
AND
KENNETH B. DART
April 22, 1997
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
April 22, 1997
AND
KENNETH B. DART
April 22, 1997
EXHIBIT A
Ross Financial Corporation
Liposome Inc.
TRADE DAT QUANTITY PRICE COST COMMISSION TOTAL COST
04/18/97 50,000 22.0000 1,100,000.00 2,500.00 1,102,500.00
04/18/97 25,000 22.0000 550,000.00 550,000.00
04/21/97 100,000 22.0000 2,200,000.00 5,000.00 2,205,000.00
04/21/97 25,000 22.0000 550,000.00 550,000.00
04/21/97 50,000 21.7500 1,087,500.00 1,087,500.00
04/21/97 100,000 21.6250 2,162,500.00 2,162,500.00
04/22/97 100,000 21.5000 2,150,000.00 5,000.00 2,155,000.00
04/22/97 200,000 21.5000 4,300,000.00 4,300,000.00
04/22/97 50,000 21.0000 1,050,000.00 1,050,000.00
---------------- -----------------------------------------
Totals: 700,000 21.6607 ************* 12,500.00 ************
