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
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(Name of Issuer)
CLASS B COMMON STOCK
----------------------------------
(Title of Class of Securities)
53220K108
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(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)
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(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).
<PAGE>
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!
<PAGE>
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
<PAGE>
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)
