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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 1*
Name of Issuer: R.P. Scherer Corporation
Title of Class of Securities: Common Stock
CUSIP Number: 80652810-5
Check the following line if a fee is being paid with this
statement __. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.)(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 80652810-5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Capital Corporation
EIN #84-0765359
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a.___
b._X_
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
3,099,090**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
3,099,090**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,099,090 **
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.3%**
12. TYPE OF REPORTING PERSON
IA, CO
**See Item 4 of this filing
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CUSIP No.: 80652810-5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Bailey
SS ####-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a.___
b._X_
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
3,099,090**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
3,099,090**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,099,090**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.3%**
12. TYPE OF REPORTING PERSON
IN
**See Item 4 of this filing
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CUSIP No.: 80652810-5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Venture Fund
EIN #84-0964425
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a.___
b._X_
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
1,431,900**
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,431,900**
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,431,900**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%**
12. TYPE OF REPORTING PERSON
IV
**See Item 4 of this filing
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Item 1.
(a). Name of Issuer: R.P. Scherer ("R.P. Scherer")
(b). Address of Issuer's Principal Executive Offices:
2075 West Big Beaver Road
Troy, MI 48084
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship of
Persons Filing:
(1) Janus Capital Corporation ("Janus Capital")
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923
Citizenship: Colorado
(2) Thomas H. Bailey ("Mr. Bailey")
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923
Citizenship: USA
(3) Janus Venture Fund
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923
Citizenship: Massachusetts
(d).Title of Class of Securities: Common Stock
(e).CUSIP Number: 80652810-5
Item 3.
Janus Capital is an Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940.
Janus Venture Fund is an Investment Company registered under
Section 8 of the Investment Company Act.
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Item 4. Ownership
The information in items 1 and 5 through 11 on the cover pages
(pp. 2-4) on Schedule 13G is hereby incorporated by reference.
Janus Capital is a registered investment adviser which furnishes
investment advice to several investment companies registered
under Section 8 of the Investment Company Act of 1940 and
individual and institutional clients (collectively referred to
herein as "Managed Portfolios"). As a result of its role as
investment adviser or sub-adviser to the Managed Portfolios,
Janus Capital may be deemed to be the beneficial owner of the
shares of R.P. Scherer Common Stock held by such Managed
Portfolios. However, Janus Capital does not have the right to
receive any dividends from, or the proceeds from the sale of, the
securities held in the Managed Portfolios and disclaims any
ownership associated with such rights.
Mr. Bailey owns approximately 12% of Janus Capital. In addition
to being a stockholder of Janus Capital, Mr. Bailey serves as
President and Chairman of the Board of Janus Capital and is
filing this joint statement with Janus Capital as a result of
such stock ownership and positions which may be deemed to enable
him to exercise control over Janus Capital. Mr. Bailey does not
own of record any shares of R.P. Scherer Common Stock and he has
not engaged in any transaction in R.P. Scherer Common Stock.
However, as a result of his position, Mr. Bailey may be deemed to
have the power to exercise or to direct the exercise of such
voting and/or dispositive power that Janus Capital may have with
respect to R.P. Scherer Common Stock held by the Managed
Portfolios. All shares reported herein have been acquired by the
Managed Portfolios, and Mr. Bailey specifically disclaims
beneficial ownership over any shares of R.P. Scherer Common Stock
that he or Janus Capital may be deemed to beneficially own.
Furthermore, Mr. Bailey does not have the right to receive any
dividends from, or the proceeds from the sale of, the securities
held in the Managed Portfolios and disclaims any ownership
associated with such rights.
Janus Venture Fund is an investment company registered under the
Investment Company Act of 1940 and is one of the Managed
Portfolios to which Janus Capital provides investment advice.
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Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Janus Capital's Managed Portfolios have the right to receive
all dividends from, and the proceeds from the sale of, the
securities held in their respective accounts.
The interest of one person, Janus Venture Fund, an
investment company registered under the Investment Company
Act of 1940, in R.P. Scherer Common Stock amounted to
1,431,900 shares or 6.1% of the total outstanding common
stock at December 31, 1994.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
JANUS CAPITAL CORPORATION
By /s/ David C. Tucker 1/9/95
David C. Tucker, Vice President Date
JANUS VENTURE FUND
By /s/ David C. Tucker 1/9/95
David C. Tucker, Vice President Date
THOMAS H. BAILEY
By /s/ David C. Tucker 1/9/95
David C. Tucker Date
Under Power of Attorney dated 2/10/94
On File with Schedule 13G for
Navigators Group, Inc. 2/11/94
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13G
(including amendments thereto) with respect to the Common Stock
of R.P. Sherer Corporation and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings.
In evidence thereof, the undersigned hereby execute this
Agreement as of the 9th day of January , 1995.
JANUS CAPITAL CORPORATION
By /s/ David C. Tucker
David C. Tucker, Vice President
JANUS VENTURE FUND
By /s/ David C. Tucker
David C. Tucker, Vice President
THOMAS H. BAILEY
By /s/ David C. Tucker
David C. Tucker
Under Power of Attorney dated 2/10/94
On File with Schedule 13G for
Navigators Group, Inc. 2/11/94
