-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ecVmKWFzsi9hqJEBZq69GqZqrWfn8S0AJoR6NhN5tZjxVblm/M3qERP1IzF5xbU+ VbmhhkhjYPQ8IvS0p8KFyA== 0000005187-94-000030.txt : 19941223 0000005187-94-000030.hdr.sgml : 19941223 ACCESSION NUMBER: 0000005187-94-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941222 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIGAND PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000886163 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770160744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43329 FILM NUMBER: 94565740 BUSINESS ADDRESS: STREET 1: 9393 TOWNE CENTRE DR STE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195353900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 201-660-5000 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Ligand Pharmaceuticals Incorporated ------------------------------------------- (Name of Issuer) CLASS B COMMON STOCK ---------------------------------- (Title of Class of Securities) 53220K108 ---------- (CUSIP Number) LOUIS L. HOYNES, JR., ESQ. Senior Vice President and General Counsel American Home Products Corporation 5 Giralda Farms, Madison, N.J. 07940 (201) 660-5000 ------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 24, 1994 (voluntary) ------------------------- (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 [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). CUSIP No. 53220K108 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Home Products Corporation Tax I.D. 13-2526821 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 574,514 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 574,514 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 574,514 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This statement relates to the Class B Common Stock of Ligand Pharmaceuticals Incorporated, a Delaware corporation (the "Company"), which has its principal executive offices at 9393 Towne Center Drive, San Diego, California 92121. Item 2. Identity and Background. This statement is filed by American Home Products Corporation, a Delaware corporation ("AHP"). AHP's principal executive offices are located at Five Giralda Farms, Madison, New Jersey 07940. AHP is one of the world leaders in prescription drugs, packaged medicines, medical supplies and instrumentation, over the counter medications and food products. Through its subsidiaries and divisions, AHP is a major research-oriented pharmaceutical company with leading products in the areas of women's health care, cardiovascular and metabolic therapies, central nervous system drugs, anti-inflammatory agents, vaccines and infant nutritionals. AHP recently acquired American Cyanamid Company which has substantial operations in both the health care products and the agricultural products industries. For information required by this Item 2 of Schedule 13D with respect to the executive officers and directors of AHP, reference is made to Attachment A to this Schedule 13D, which is incorporated herein by reference. Neither AHP, nor to its best knowledge, any of the persons named on Attachment A attached hereto, 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 proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. No additional consideration was paid to the Company. Item 4. Purpose of Transaction. As was previously reported, as of September 2, 1994, AHP purchased 431,965 shares of Class A Common Stock pursuant to a Stock and Note Purchase Agreement, by and between AHP and the Company (the "Purchase Agreement"), for a total purchase price of $5 million. In addition, under the Purchase Agreement, AHP purchased at 100% of the principal amount thereof an Unsecured Convertible Promissory Note in the principal amount of $10 million (the "First Note"), and has agreed to purchase a $5 million Unsecured Convertible Promissory Note (the "Second Note") contingent upon certain research milestones being reached under the Research Agreement (as defined below) and an additional $5 million Unsecured Convertible Promissory Note (the "Third Note" and, together with the First Note and the Second Note, the "Notes") contingent upon AHP exercising its right to extend the Research Agreement. The First Note bears interest, and the Second and Third Notes, if and when issued, will bear interest at 7.75% per annum, with interest to be paid semi-annually. The Notes will mature on September 2, 1999; however, the Company may extend the Notes for an additional two year period. On or after the third anniversary of the Purchase Agreement, AHP will have the option to convert the entire principal amount and any unpaid interest of each the Notes into Class A Common Stock at a conversion price of $13.311 per share of Class A Common Stock for the First Note and Second Note and $14.47 per share for the Third Note (each to be then automatically converted to Class B Common Stock at the conversion Ratio (described below)). Each of the Notes may be prepaid, in whole or in part, at any time without premium or penalty upon fifteen days' written notice to AHP provided that the Company has not received written notice of AHP's intention to convert any of the Notes into Class A Common Stock. Item 5. Interest in Securities of the Issuer. As previously reported, as of September 2, 1994, AHP became the registered owner of 431,965 shares of Class A Common Stock representing approximately 5.9% of the outstanding Class A Common Stock. Pursuant to the terms of the Class A Common Stock on November 24, 1994, all outstanding shares of Class A Common Stock were automatically converted to Class B Common Stock at a ratio calculated by the Company to equal 1.33. Therefore, AHP's 431,965 shares of Class A Common Stock were automatically converted into 574,514 shares of Class B Common Stock. The 574,514 shares of Class B Common Stock represent 3.2% of the outstanding shares of such class. (a) Except as set forth herein, neither AHP nor, to its best knowledge, any of the persons named on Attachment A attached hereto, beneficially owns any Common Stock. (b) AHP has the sole power to vote all of the Common Stock it beneficially owns without restriction, except as described above. (c) Except as set forth herein, no transactions were effected in Common Stock during the past sixty (60) days by AHP nor, to the best of its knowledge, any person listed in Attachment A attached hereto that would require disclosure pursuant to Item 5(c). (d) Neither AHP nor, to its best knowledge, any of the persons named on Attachment A attached hereto, has or knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Shares beneficially owned by AHP. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between any other person with respect to any securities of the Company except as referred to or described herein. Item 7. Material to be Filed as Exhibits. None. 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. Dated: December 22, 1994 AMERICAN HOME PRODUCTS CORPORATION By: /s/ John R. Considine John R. Considine Vice President-Finance Attachment A Executive Officers and Directors of American Home Products Corporation - ---------------------------------- The names and titles of the executive officers and the names of the directors of American Home Products Corporation and their business addresses and principal occupations are set forth below. If no address is given, the director's or executive officer's business address is that of American Home Products Corporation. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to American Home Products Corporation and each individual is a United States citizen. EXECUTIVE OFFICERS Position; Present Principal Occupation - ------------------ -------------------------------------- John R. Stafford Chairman, President and Chief Executive Officer Robert G. Blount Executive Vice President Stanley F. Barshay Senior Vice President Joseph J. Carr Senior Vice President Fred Hassan Senior Vice President Louis L. Hoynes, Jr. Senior Vice President and General Counsel John R. Considine Vice President - Finance Rene R. Lewin Vice President - Human Resources Thomas M. Nee Vice President - Taxes DIRECTORS Position; Present Principal Occupation - ----------- -------------------------------------- Clifford L. Alexander, Jr. President of Alexander & Associates, 400 C Street, NE Inc.(consulting firm specializing in Washington, D.C. 20002 Workforce Inclusiveness) Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation of The Hearst Corporation 959 Eighth Avenue (owns and operates communications New York, New York 10019 media) K. Roald Bergethon Educational Consultant Robert G. Blount Listed above John W. Culligan Retired November 1988; former Chairman of the Board and Chief Executive Officer of AHP (from 1981 to 1986) Robin Chandler Duke National Chair, Population Action International John D. Feerick Dean, Fordham University Fordam University School of Law since 1982 School of Law 140 West 62nd Street New York, New York 10023 Edwin A. Gee Former Chairman and Chief Executive Officer, International Paper Company Robert W. Sarnoff Director/Consultant John R. Stafford Listed above John R. Torell III Chairman, Torell Management Inc. Torell Management Inc. (financial advisory company) 767 Fifth Avenue 46th Floor New York, New York 10153 William Wrigley President, Chief Executive Officer and Wm. Wrigley, Jr. Company member of the Board, Wm. Wrigley Jr. 410 North Michigan Avenue Company (international manufacturer of Chicago, Illinois 60611 chewing gum products) -----END PRIVACY-ENHANCED MESSAGE-----