SCHRODER INTERNATIONAL TRUST CO LTD
SC 13G, 1998-02-13
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<PAGE>   1
                                                            



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (RULE 13D-102)

                    Under the Securities Exchange Act of 1934
                           (Amendment No. __________)*

                           THERAPEUTIC ANTIBODIES INC.
- -------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                      None
                     --------------------------------------
                                 (CUSIP Number)

         *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).




<PAGE>   2



- -------------------                                        -----------------
CUSIP NO.                              13G                 PAGE 2 OF 4 PAGES
- -------------------                                        -----------------


- -------------------------------------------------------------------------------
   1      Names of Reporting Persons
          I.R.S. Identification Nos. of Above Persons (Entities Only)


          Schroder International Trust Co., Ltd.
- -------------------------------------------------------------------------------
   2      Check the Appropriate Box if a Member of a Group
          (See Instructions)
                                                                    (a)  [ ]
                                                                    (b)  [ ]

- -------------------------------------------------------------------------------
   3      SEC Use Only



- -------------------------------------------------------------------------------
   4      Citizenship or Place of Organization


          Bermuda
- -------------------------------------------------------------------------------
                        5     Sole Voting Power

                              1,112,686
                     ----------------------------------------------------------
   Number of 
    Shares              6     Shared Voting Power
Beneficially 
  Owned by           ----------------------------------------------------------
 Each Reporting         7     Sole Dispositive Power
  Person With
                              1,112,686
                     ----------------------------------------------------------
                        8     Shared Dispositive Power


- -------------------------------------------------------------------------------
   9      Aggregate Amount Beneficially Owned by Each Reporting Person

          1,112,686

- -------------------------------------------------------------------------------
   10     Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [ ]
          (See Instructions)


- -------------------------------------------------------------------------------
   11     Percent of Class Represented by Amount in Row (9)

          4.27%

- -------------------------------------------------------------------------------
   12     Type of Reporting Person (See Instructions)


          CO
- -------------------------------------------------------------------------------


<PAGE>   3


                                                             

ITEM 1(A)    Name of Issuer:  Therapeutic Antibodies Inc.
ITEM 1(B)    Address of Issuer's Principal Executive Offices: 1207 17th Avenue
                  South, Suite 103, Nashville, TN 37212

ITEM 2(A)    Name of Person Filing: Schroder International Trust Co., Ltd.
ITEM 2(B)    Address of Principal Business Office or, if None, Residence:
                  22 Church Street, Hamilton HM 11, Bermuda
ITEM 2(C).   Citizenship:
ITEM 2(D).   Title of Class of Securities: Common Stock
ITEM 2(E).   CUSIP Number: None.

ITEM 3.      Not applicable.

ITEM 4.      OWNERSHIP.
             (a)  Amount beneficially owned:  1,112,686
             (b)  Percent of class:  4.27%
             (c)  Number of shares as to which such person has:
                  (i)   Sole power to vote or to direct the vote - 1,112,686
                  (ii)  Shared power to vote or to direct the vote - 
                  (iii) Sole power to dispose or to direct the disposition 
                        of - 1,112,686 
                  (iv)  Shared power to dispose or to direct the disposition 
                        of -


ITEM 5.      OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.


                    This statement is being filed to report the fact that as
                    of the date hereof the reporting person has ceased to be 
                    the beneficial owner of more than five percent of the class
                    of securities.


ITEM 6.      OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

                    Not applicable.

ITEM 7.      IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
             THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

                    Not applicable.

ITEM 8.      IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                    Not applicable.

ITEM 9.      NOTICE OF DISSOLUTION OF GROUP.

                    Not applicable.


<PAGE>   4

ITEM 10.     CERTIFICATION.

                    The following certification shall be included if the
             statement is filed pursuant to Rule 13d-1(b):

                    "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."



                                    SIGNATURE

         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.



                                                 February 13, 1998
                                      -----------------------------------------
                                                       (Date)


                                      /s/ L. Hunter Rost, Jr.
                                      -----------------------------------------
                                                     (Signature)

                                      L. Hunter Rost, Jr., Filing Agent
                                      -----------------------------------------
                                                  (Name and Title)



         The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

         Note. Six copies of this statement, including all exhibits, should be
filed with the Commission.


            ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
          CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).







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