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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. 2)
DEPOTECH CORPORATION
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(Name of Issuer)
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 1,235,000
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 1,235,000
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
These shares are beneficially owned by Ross
1,235,000 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)
8.71%
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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 1,235,000
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 1,235,000
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,235,000 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)
8.71%
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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 1,235,000
OWNED BY |----------------------------------------------------
EACH | 9. SOLE DISPOSITIVE POWER -0-
REPORTING |----------------------------------------------------
PERSON |10. SHARED DISPOSITIVE POWER 1,235,000
WITH |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,235,000 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)
8.71%
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14. TYPE OF REPORTING PERSON*
IN-CORPORATION
Neither the filing of this Amendment No. 2 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 Depotech
Corporation, 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 voting common stock (the
"Common Stock"), of Depotech Corporation, a California corporation
(the "Company"). The principal executive offices of the Company
are located at 10450 Science Center Drive San Diego, CA, 92121.
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.
(3) Address of Principal Business:
P.O. Box 31363-SMB
Grand Cayman, Cayman Islands, B.W.I. Page 6 of 10 Pages
(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
its own account.
C. STS Inc.:
STS Inc. has purchased no shares of Common Stock for its own
account.
Page 7 of 10 Pages
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 owned
by Ross Financial Corporation.
(2) Ross Financial Corporation is the direct owner of 1,235,000
shares of Common Stock. The 1,235,000 shares represent
approximately 8.71% of the 14,175,303 shares of Common Stock
outstanding as of October 31, 1997, as reported by the Company on
Form 10-Q for the quarter ending October 30, 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,
as amended, may be deemed to be a beneficial owner of all of the
shares of Common Stock 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 1,235,000 shares of Common Stock representing 8.71% of the
Outstanding Shares.
(c) There were no purchases or sales of Common Stock since the last
Amendment to Schedule 13D. See Schedule A.
(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.
Page 8 of 10 Pages
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
STS Inc. is the sole shareholder of Ross Financial Corporation.
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 2 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
THERE WERE NO PURCHASES OR SALES SINCE THE LAST FILING
Page 10 of 10 Pages
EXHIBIT B
This will confirm the agreement by and among all of the
undersigned that the reports this Schedule 13D and any
amendments thereto with respect to the beneficial ownership
of the undersigned of the shares of voting Common Stock, of
Depotech Corporation, a California 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