UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MGI Pharma, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
552880 10 6
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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)
May 11, 1995
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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 [ ].
(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. 552880 10 6
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
553,983 (held by American Cyanamid Company ("ACY"), a subsidiary of
Parent)
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
553,983 (held by American Cyanamid Company ("ACY"), a subsidiary of
Parent)
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,983
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.36%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 ("AC Acquisition") which was
amended on April 24, 1995 for the event which occurred on April 20, 1995 (the
"First Amendment"), is hereby further amended by this Amendment, dated May 15,
1995, to report the event which occurred on May 11, 1995 and to reflect
certain changes in the information previously filed relating to the
outstanding Common Stock, $.01 par value (the "Common Stock") of MGI Pharma,
Inc., a Minnesota corporation
("MGI Pharma"), which has its principal executive offices at 9900
Bren Road East, Suite 300E, Minnetonka, Minnesota 55343.
Item 5 is hereby amended to add the following language after the language
added to Item 5 in the First Amendment:
Parent, through ACY (a wholly owned subsidiary of Parent), 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
---------- ----------- -----
5/10/95 25,000 $3.875
5/11/95 200,000 3.75
5/12/95 10,000 4.25
As a result Parent holds 553,983 shares of Common Stock representing
approximately 4.36% of the outstanding Common Stock of MGI Pharma. Parent's
percentage ownership dropped below 5% as of May 11, 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 15, 1995
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ John R. Considine
John R. Considine
Vice President-Finance
<PAGE>
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)
