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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. 11)
THE LIPOSOME COMPANY, INC.
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(Name of Issuer)
SERIES A COMMON STOCK
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(Title of Class of Securities)
53610105
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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)
December 30, 1997
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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. 53610105 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 9,353,346
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 9,353,346
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
These shares are beneficially owned by Ross
9,353,346 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)
24.998%
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14. TYPE OF REPORTING PERSON*
IN-INDIVIDUAL
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CUSIP No. 53610105 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 9,353,346
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 9,353,346
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,353,346 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)
24.998%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
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CUSIP No. 53610105 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 9,353,346
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 9,353,346
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,353,346 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)
24.998%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
Neither the filing of this Amendment No. 11 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, other than shares of The Liposome
Company, Inc., issued and outstanding and owned of record by the
Ross Financial Corporation as of the date of this Amendment, 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 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
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) 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
(2) Principal Business: Investment in securities.
Page 6 of 10 Pages
(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
Kenneth B. Dart has purchased no shares of Common Stock for his
own account.
B. Ross Financial Corporation
Ross Financial Corporation has purchased no shares of Common Stock
for its own account.
Page 7 of 10 Pages
C. STS Inc.:
STS Inc. has purchased no shares of common stock for its own
account.
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 December 30, 1997, 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 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
beneficially owned by STS Inc.
(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 37,540,019 shares of Common Stock
outstanding as of November 11, 1997, as reported on Form 10-Q for
the quarter ending September 28, 1997 (the "Outstanding Shares").
(3) By virtue of its status as the sole shareholder of Ross
Financial Corporation, STS Inc., for purposes of this Schedule 13D,
may be deemed to be a beneficial owner of all of the shares of
Common Stock beneficially owned by Ross Financial Corporation.
(4) 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.
Page 8 of 10 Pages
(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 STS Inc. STS
Inc. is the sole shareholder of Ross Financial Corporation. The
Agreement among the Reporting Persons with respect to the filing of
this Amendment 11 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
December 30, 1997
STS INC.
BY: KENNETH B. DART, President
December 30, 1997
AND
KENNETH B. DART
December 30, 1997
Page 9 of 10 Pages
EXHIBIT A
TRADE QUANTITY PRICE COST COMMISSION TOTAL COST
DATE
No transactions to report.
Page 10 of 10 Pages
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
December 30, 1997
STS INC.
BY: KENNETH B. DART, President
December 30, 1997
AND
KENNETH B. DART
December 30, 1997
