SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Embrex, Inc. ------------------------------------------- (Name of Issuer) Common Stock, no par value ---------------------------------- (Title of Class of Securities) 290817 10 5 ---------- (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) May 22, 1995 ------------------------- (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 [ ]. (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. 290817 10 5 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Home Products Corporation ("Parent")) Tax I.D. 13-2526821 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* N/A 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 16,667 (held by American Cyanamid Company, a wholly-owned subsidiary of Parent ("ACY") 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 16,667 (held by ACY) 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,667 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.295% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! The Statement on Schedule 13D (the "Original Statement"), dated December 1, 1994, for the event which occurred on November 21, 1994, filed by American Home Products Corporation, a Delaware corporation ("Parent"), and on behalf of AC Acquisition Corp., a Delaware corporation which was first amended on April 19, 1995 for the event which occurred on April 4, 1995 (the "First Amendment"), is hereby further amended by this Amendment, dated May 23, 1995, to report the event which occurred on May 22, 1995 and to reflect certain changes in the information previously filed relating to the outstanding Common Stock, no par value (the "Common Stock") of Embrex, Inc., a North Carolina corporation ("Embrex"), which has its principal executive offices at 1035 Swabia Court, Morrisville, North Carolina 27560. Item 4 is hereby amended to add the following language to the end of Item 4: On May 22, 1995, Parent exercised its right to convert the $1.2 million principal amount of the Convertible Promissory Note, dated May 29, 1991 (the "Note") into shares of Common Stock and to receive all accrued and unpaid interest on the Note in cash. The number of shares into which the Note is convertible is 320,000 based on the conversion price of $3.75 per share as recently adjusted based on the issuance of Convertible Debentures by Embrex. In addition, Parent sold such 320,000 shares in an open market transaction on May 22, 1995 (as described below). Item 5 is hereby amended to add the following language after the language added to Item 5 in the First Amendment: Parent, through ACY, sold the following shares of Common Stock in open market NASDAQ transactions on the dates and at the prices indicated: Trade Date Shares Sold Price ---------- ----------- ----- 5/15/95 5,000 $5.375 5/16/95 10,000 5.375 5/17/95 5,000 5.50 5/19/95 10,000 5.625 5/22/95 320,000 5.00 As a result Parent holds 16,667 shares of Common Stock. In addition, Parent's ownership dropped below 5% on May 22, 1995. 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: May 23, 1995 AMERICAN HOME PRODUCTS CORPORATION By: /s/ John R. Considine John R. Considine Vice President-Finance 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 ("AHP") 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 AHP. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to AHP 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 E. Thomas Corcoran Vice President Thomas M. Nee Vice President - Taxes David Lilley Vice President (British Citizen) William J. Murray Vice President 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) Robert G. Blount (as described above) Robin Chandler Duke National Chair, Population Action International John D. Feerick Dean, Fordham University Fordham University School of Law since 1982 School of Law 140 West 62nd Street New York, New York 10023 Fred Hassan (as described above) John P. Mascott Chairman and CEO of The Continental Corporation Mary Lake Polan, M.D. Department Chairman and Professor, Stanford University School of Medicine John R. Stafford (as described 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)