UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Sepracor Inc.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
817315 10 4
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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)
January 24, 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. 817315 10 4
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
904,381 (held by American Cyanamid Company ("ACY"), a subsidiary of AC
Acquisition and Parent).
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
904,381 (held by American Cyanamid Company ("ACY"), a subsidiary of AC
Acquisition and Parent).
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
904,381
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.85%
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") is hereby amended by this
Amendment, dated March 1, 1995, to report the event which
occurred on January 24, 1995 and to reflect certain changes in
the information previously filed relating to the outstanding
Common Stock, $.10 par value (the "Common Stock") of Sepracor
Inc., a Delaware corporation ("Sepracor"), which has its
principal executive offices at 33 Locke Drive, Marlborough,
Massachusetts 01752.
The entire Statement on Schedule 13D is hereby amended by
deleting all references to AC Acquisition Corp. as AC Acquisition
Corp. has been merged with and into American Cyanamid Company
("ACY") pursuant to the consummation of the Agreement and Plan of
Merger, dated August 17, 1994, as amended, among Parent, AC
Acquisition Corp. and American Cyanamid Company and is no longer
in existence.
Item 5 is hereby amended to add the following language after
the first paragraph of Item 5 in the Original Statement:
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
---------- ----------- -----
January 11 50,000 $6.000
January 11 10,000 $6.125
January 11 50,000 $6.250
January 11 20,000 $6.375
January 12 15,000 $6.375
January 13 15,000 $6.375
January 16 10,000 $6.375
January 17 10,000 $6.250
January 24 65,000 $6.125
January 25 75,000 $6.125
January 26 10,000 $6.250
January 26 30,000 $6.125
January 30 75,000 $6.250
January 31 10,000 $6.250
February 1 50,000 $6.250
February 3 80,000 $6.375
February 7 70,000 $6.375
February 9 20,000 $6.375
February 10 75,000 $6.500
February 13 20,000 $6.500
February 14 15,000 $6.500
As a result parent holds 904,381 shares of Common Stock
representing approximately 4.85% of the outstanding Common Stock
of Sepracor and Parent's percent ownership fell below 5% as of
February 13, 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: March 1, 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
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)
K. Roald Bergethon Educational Consultant
Robert G. Blount (as described 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
Fordham 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
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
Robert W. Sarnoff Director/Consultant
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)
