Schedule 13D
Original
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: March 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
3,199,346 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
3,199,346 shares
Aggregate Amount Beneficially Owned By Each Reporting Person
3,199,346
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
8.84%
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
3,199,346 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
3,199,346 shares
Aggregate Amount Beneficially Owned By Each Reporting Person
3,199,346 shares
These shares are beneficially owned by Kenneth B. Dart who is the
100% shareholder.
Percent of Class Represented by Amount
8.84%
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 aggregate of 3,199,346
shares of Common Stock for total consideration (including
brokerage commission) of approximately $66,435,179.81.
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 9, 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 3,199,346
shares of Common Stock. The 3,199,346 shares represent
approximately 8.84% 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 3,199,346 shares of Common Stock representing
8.84% 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 directly with the Company.
(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 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 person with respect to the
filing of the Schedule 13D and any amendments thereto.
C. Margin Agreement with Bear, Stearns & Co., Inc.
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 9, 1997
AND
KENNETH B. DART
April 9, 1997
EXHIBIT A
TRADE QUANTITY PRICE COST COMMISSION TOTAL COST
DATE
10/14/96 5,346 13.570 72,547.31 000 72,547.31
11/19/96 5,000 16.063 80,312.50 250 80,562.50
11/21/96 5,000 17.000 85,000.00 250 85,250.00
11/21/96 10,000 16.813 168,125.00 500 168,625.00
11/21/96 5,000 16.875 84,375.00 250 84,625.00
11/26/96 3,500 17.000 59,500.00 175 59,675.00
11/27/96 40,000 17.000 680,000.00 2,000 682,000.00
11/27/96 20,000 16.875 337,500.00 1,000 338,500.00
12/03/96 5,000 16.938 84,687.50 250 84,937.50
12/04/96 10,000 16.750 167,500.00 500 168,000.00
12/04/96 30,000 16.875 506,250.00 1,500 507,750.00
12/04/96 25,000 16.938 423,437.50 1,250 424,687.50
12/05/96 27,500 16.875 464,062.50 1,375 465,437.50
12/05/96 2,500 17.000 42,500.00 125 42,625.00
12/06/96 5,000 16.250 81,250.00 250 81,500.00
12/06/96 5,000 16.875 84,375.00 250 84,625.00
12/06/96 20,000 16.938 338,750.00 1,000 339,750.00
12/06/96 63,000 17.000 1,071,000.00 3,150 1,074,150.00
12/09/96 10,000 16.875 168,750.00 500 169,250.00
12/09/96 10,000 16.938 169,375.00 500 169,875.00
12/18/96 13,000 17.000 221,000.00 650 221,650.00
12/18/96 7,500 16.875 126,562.50 375 126,937.50
12/19/96 10,000 16.875 168,750.00 500 169,250.00
12/19/96 35,000 16.938 592,812.50 1,750 594,562.50
12/19/96 85,000 16.625 1,413,125.00 4,250 1,417,375.00
12/19/96 98,000 16.750 1,641,500.00 4,900 1,646,400.00
12/19/96 15,000 16.563 248,437.50 750 249,187.50
3/ 3/97 5,000 24.000 120,000.00 250 120,250.00
3/11/97 20,000 24.000 480,000.00 1,000 481,000.00
3/11/97 25,000 23.875 596,875.00 1,250 598,125.00
3/11/97 25,000 23.813 595,312.50 1,250 596,562.50
3/11/97 10,000 23.750 237,500.00 500 238,000.00
3/12/97 35,000 24.000 840,000.00 1,750 841,750.00
3/12/97 30,000 23.750 712,500.00 1,500 714,000.00
3/13/97 60,000 24.000 1,440,000.00 3,000 1,443,000.00
3/13/97 30,000 23.875 716,250.00 1,500 717,750.00
3/14/97 45,000 24.000 1,080,000.00 2,250 1,082,250.00
3/17/97 25,000 23.625 590,625.00 1,250 591,875.00
3/17/97 25,000 23.875 596,875.00 1,250 598,125.00
3/17/97 45,000 23.750 1,068,750.00 2,250 1,071,000.00
3/18/97 25,000 24.000 600,000.00 1,250 601,250.00
3/18/97 25,000 23.875 596,875.00 1,250 598,125.00
3/18/97 25,000 23.750 593,750.00 1,250 595,000.00
3/18/97 25,000 23.625 590,625.00 1,250 591,875.00
3/18/97 50,000 23.500 1,175,000.00 2,500 1,177,500.00
3/19/97 55,000 23.500 1,292,500.00 2,750 1,295,250.00
3/19/97 25,000 23.375 584,375.00 1,250 585,625.00
3/19/97 30,000 23.250 697,500.00 1,500 699,000.00
3/19/97 70,000 23.125 1,618,750.00 3,500 1,622,250.00
3/19/97 20,000 23.000 460,000.00 1,000 461,000.00
3/19/97 30,000 22.750 682,500.00 1,500 684,000.00
3/19/97 180,000 22.997 4,139,370.00 000 4,139,370.00
3/20/97 25,000 23.250 581,250.00 1,250 582,500.00
3/21/97 20,000 24.000 480,000.00 1,000 481,000.00
3/24/97 20,000 23.750 475,000.00 1,000 476,000.00
3/25/97 25,000 23.750 593,750.00 1,250 595,000.00
3/25/97 25,000 23.875 596,875.00 1,250 598,125.00
3/25/97 20,000 24.000 480,000.00 1,000 481,000.00
3/26/97 25,000 23.500 587,500.00 1,250 588,750.00
3/26/97 10,000 23.625 236,250.00 500 236,750.00
3/26/97 35,000 23.875 835,625.00 1,750 837,375.00
3/27/97 10,000 23.000 230,000.00 500 230,500.00
3/27/97 10,000 23.375 233,750.00 500 234,250.00
3/27/97 25,000 23.500 587,500.00 1,250 588,750.00
3/27/97 15,000 23.625 354,375.00 750 355,125.00
3/31/97 20,000 19.125 382,500.00 1,000 383,500.00
3/31/97 75,000 19.250 1,443,750.00 3,750 1,447,500.00
3/31/97 10,000 19.375 193,750.00 500 194,250.00
3/31/97 10,000 19.500 195,000.00 500 195,500.00
3/31/97 10,000 19.625 196,250.00 500 196,750.00
3/31/97 20,000 19.750 395,000.00 1,000 396,000.00
3/31/97 45,000 20.000 900,000.00 2,250 902,250.00
3/31/97 20,000 20.125 402,500.00 1,000 403,500.00
4/ 1/97 15,000 19.625 294,375.00 000 294,375.00
4/ 1/97 35,000 19.750 691,250.00 000 691,250.00
4/ 1/97 50,000 19.625 981,250.00 000 981,250.00
4/ 1/97 70,000 19.500 1,365,000.00 000 1,365,000.00
4/ 1/97 70,000 19.000 1,330,000.00 3,500 1,333,500.00
4/ 1/97 40,000 19.125 765,000.00 2,000 767,000.00
4/ 1/97 20,000 19.188 383,750.00 1,000 384,750.00
4/ 1/97 100,000 19.250 1,925,000.00 5,000 1,930,000.00
4/ 1/97 10,000 19.313 193,125.00 500 193,625.00
4/ 1/97 35,000 19.375 678,125.00 1,750 679,875.00
4/ 1/97 25,000 19.500 487,500.00 1,250 488,750.00
4/ 1/97 25,000 19.625 490,625.00 1,250 491,875.00
4/ 1/97 5,000 19.750 98,750.00 250 99,000.00
4/ 1/97 10,000 19.875 198,750.00 500 199,250.00
4/ 2/97 40,000 19.000 760,000.00 2,000 762,000.00
4/ 2/97 85,000 18.938 1,609,687.50 4,250 1,613,937.50
4/ 2/97 5,000 18.875 94,375.00 250 94,625.00
4/ 2/97 20,000 19.125 382,500.00 1,000 383,500.00
4/ 2/97 10,000 19.250 192,500.00 500 193,000.00
4/ 2/97 10,000 19.375 193,750.00 500 194,250.00
4/ 2/97 10,000 19.313 193,125.00 500 193,625.00
4/ 3/97 15,000 18.875 283,125.00 750 283,875.00
4/ 3/97 35,000 18.938 662,812.50 1,750 664,562.50
4/ 3/97 5,000 19.063 95,312.50 250 95,562.50
4/ 3/97 10,000 19.125 191,250.00 500 191,750.00
4/ 3/97 5,000 19.625 98,125.00 250 98,375.00
4/ 3/97 12,500 19.875 248,437.50 625 249,062.50
4/ 3/97 5,000 19.938 99,687.50 250 99,937.50
4/ 4/97 20,000 19.000 380,000.00 1,000 381,000.00
4/ 4/97 1,500 19.750 29,625.00 75 29,700.00
4/ 4/97 10,000 20.000 200,000.00 500 200,500.00
4/ 7/97 12,500 20.500 256,250.00 625 256,875.00
4/ 7/97 10,000 20.625 206,250.00 500 206,750.00
4/ 7/97 10,000 20.750 207,500.00 500 208,000.00
4/ 7/97 10,000 20.875 208,750.00 500 209,250.00
4/ 7/97 7,500 21.000 157,500.00 375 157,875.00
4/ 8/97 25,000 21.250 531,250.00 1,250 532,500.00
4/ 8/97 105,000 21.375 2,244,375.00 5,250 2,249,625.00
4/ 8/97 25,000 21.500 537,500.00 1,250 538,750.00
4/ 9/97 20,000 21.250 425,000.00 1,000 426,000.00
4/ 9/97 130,000 21.375 2,778,750.00 6,500 2,785,250.00
4/ 9/97 50,000 21.500 1,075,000.00 2,500 1,077,500.00
TOTALS 3,199,346 66,292,979.81 142,200 66,435,179.81
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 this Schedule 13D
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 9, 1997
AND
KENNETH B. DART
April 9, 1997
