-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P+0Bupa9cKmCaTmiUPBIjnE7zLZHXS9Wc2p8d9/DKdvxOZh6pdWSTt8GdNuUD6oY Nbmv++icJ/Xrqz4zO/CJIg== 0000005187-98-000001.txt : 19980116 0000005187-98-000001.hdr.sgml : 19980116 ACCESSION NUMBER: 0000005187-98-000001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980115 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL HOME FOODS INC CENTRAL INDEX KEY: 0001027881 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 133377322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-52243 FILM NUMBER: 98507486 BUSINESS ADDRESS: STREET 1: 1633 LITTLETON RD CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2016605000 MAIL ADDRESS: STREET 1: 1633 LITTLETON RD CITY: PARSIPPANY STATE: NJ ZIP: 07054 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 13G BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 201-660-50 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INTERNATIONAL HOME FOODS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 459655 10 6 (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). CUSIP No. 459655 10 6 1) NAMES OF REPORTING PERSONS S. S. OR I. R. S. IDENTIFICATION NOS. OF ABOVE PERSONS American Home Products Corporation - 13-2526821 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) x 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (5) Sole Voting Power None (6) Shared Voting Power 8,824,002** (7) Sole Dispositive Power None (8) Shared Dispositive Power 8,824,002** 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,824,002** 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.4%** 12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO *SEE INSTRUCTION BEFORE FILLING OUT! ** See Item 4 of this filing. CUSIP No. 459655 10 6 1) NAMES OF REPORTING PERSONS S. S. OR I. R. S. IDENTIFICATION NOS. OF ABOVE PERSONS AHP Subsidiary Holding Corporation 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) x 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (5) Sole Voting Power None (6) Shared Voting Power 8,824,002** (7) Sole Dispositive Power None (8) Shared Dispositive Power 8,824,002** 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,824,002** 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.4%** 12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO *SEE INSTRUCTION BEFORE FILLING OUT! ** See Item 4 of this filing. SCHEDULE 1 3G Item 1 (a) NAME OF ISSUER: International Home Foods, Inc. Item 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1633 Littleton Road Parsippany, New Jersey 07054 Item 2 (a) NAMES OF PERSONS FILING: American Home Products Corporation ("Parent") AHP Subsidiary Holding Corporation ("Holding") Item 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: American Home Products Corporation AHP Subsidiary Holding Corporation Five Giralda Farms Madison, New Jersey 07940 Item 2 (c) CITIZENSHIP: American Home Products Corporation - Delaware AHP Subsidiary Holding Corporation - Delaware Item 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share Item 2 (e) CUSIP NUMBER 459655 10 6 Item 3 TYPE OF REPORTING PERSON Not applicable. Holding is a wholly-owned subsidiary of Parent. Holding had owned all securities referred to herein prior to the Issuer registering any of its equity securities under the Securities Exchange Act of 1934, as amended. Item 4 OWNERSHIP (a) AMOUNT BENEFICIALLY OWNED: See Item 9 of Cover Pages. Pursuant to Rule 13d-4, American Home Products Corporation ("Parent") disclaims beneficial ownership of the securities of International Home Foods, Inc. referred to herein, and the filing of this Schedule 13G shall not be construed as an admission that Parent, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 (the "Act"), is the beneficial owner of any securities of International Home Foods, Inc. covered by this statement. (b) PERCENT OF CLASS: See Item 11 of Cover Pages (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: See Item 5 of Cover Pages (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: See Item 6 of Cover Pages (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: See Item 7 of Cover Pages (iv) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF: See Item 8 of Cover Pages Item 5 OWNERSHIP FIVE PERCENT OR LESS OF A CLASS. Not applicable 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 Item 10 CERTIFICATION. 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. SIGNATU RE. 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. AMERICAN HOME PRODUCTS CORPORATION Date: January 15, 1998 By: /s/ Gerald A. Jibilian ------------------------------- Vice President AHP SUBSIDIARY HOLDING CORPORATION Date: January 15, 1998 By: /s/ Gerald A. Jibilian ------------------------------ Vice President -----END PRIVACY-ENHANCED MESSAGE-----