Holdings Ltd. is now suing the company for hundreds of thousands of dollars she said she was never paid in dividends as a company shareholder.

The latest lawsuit in a four-year-old dispute will come from Vanessa Ellen (Johnson) Thomas, who acquired shares in the company in 1990, while employed with Caliban's insurance subsidiary, Belevedere Insurance Co. Ltd., which is now in run off.

But the company, through its lawyer Alan Dunch, said yesterday that Mrs.

Thomas ceased being a shareholder more than two years ago.

The action comes as Caliban appeals a Supreme Court ruling that struck out its statement of claim against Ms Thomas.

Caliban has been seeking help from the courts to force Ms Thomas to sell back to the company 5,000 shares at a specific price, as per a 1990 agreement.

Mr. Dunch said yesterday, "The company's consistent position has been that Ms Thomas was bound to honour the terms of an agreement among the management shareholders, which gave the company the ability to call upon Ms Thomas to return her shares to the comapny at the company's option.

"The company exercised that option in September of 1994 and was bound to commence proceedings against Ms Thomas as a consequence of Ms Thomas' refusal to execute the necessary share transfer forms.

Thomas seeks dividend payments "The remedy sought by the company in that action is simply an order compelling Ms Thomas, or failing her, the Registrar of the Supreme Court on her behalf, to execute the nessary forms to regularise the share transfer.

"The company's position is that once called upon to transfer the shares, Ms Thomas no longer held a position as a shareholder.

"Obviously, the company recognises that Mr. Justice Meerabux has taken a certain view on how the shareholder's agreement ought properly to be interpreted. But that decision is the subject of current appeal proceedings which will be before the Court of Appeal.'' The company sought to obtain the shares at their September 1992 value. As a result, Ms Thomas said, the shares would be transferred back to the company for total consideration of less than $15,000 even though, she said, they were worth at least $50,000 when she obtained them.

She said that she has offered to sell the shares to the company at better than the 90 percent of book value that was the standard for others selling back to the company.

But she said this week that Caliban paid out dividends of $43.48 per share in January of this year and $29 per share in June. She complained that as a shareholder, she has spent the better part of the year trying to find out if there were any dividend disbursements before finally being informed last month that two dividends had been paid this year.

If she owns 5,000 shares, she could receive $362,400 in dividends. The dividends for those 5,000 shares were placed in a separate interest-bearing account, pending the outcome of the litigation determining the ownership of the shares.

She is asking a court to declare all dividends paid during the period from 1990 to 1996, so that she can be paid.

COURTS CTS