UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Ligand Pharmaceuticals Incorporated
-------------------------------------------
(Name of Issuer)
CLASS B COMMON STOCK
----------------------------------
(Title of Class of Securities)
53220K108
----------
(CUSIP Number)
LOUIS L. HOYNES, JR., ESQ.
Senior Vice President and General Counsel
American Home Products Corporation
5 Giralda Farms, Madison, N.J. 07940
(973) 660-5000
-------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 2, 1997
-------------------------
(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 [ ].
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)
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
2,073,014
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
2,073,014
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,073,014
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to the 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,
veterinary products and agricultural chemicals. 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.
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.
Previous purchases of the Company's Common Stock and convertible
promissory notes were made from AHP's working capital. However, no additional
consideration was paid to the Company in conjunction with the event reported
herein.
Item 4. Purpose of Transaction.
As was previously reported on an earlier Schedule 13D, dated September
12, 1994, for the event which occurred on September 2, 1994 which is hereby
incorporated by reference herein and is attached as Exhibit I (as amended, the
"Original Schedule 13D"), with reference to AHP's ownership of Company Class A
Common Stock, on 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 (as amended, the "First Note"), and 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. Each of the Purchase Agreement and the
Notes as amended are incorporated herein by reference to the Original Schedule
13D.
On November 24, 1994, all outstanding Class A Common Stock of the
Company were automatically converted into shares of Class B Common Stock at
the ratio of 1 share of Class A Common Stock to 1.33 shares of Class B Common
Stock. This conversion, which caused AHP's beneficial ownership of that class
of equity securities to drop below 5% (converted into 574,513 shares of Class
B Common Stock), as voluntarily reported as Amendment No. 1 to the Original
Schedule 13D which was filed on December 22, 1994 and which is hereby
incorporated by reference herein and is attached as Exhibit II.
The First Note and Second Note, which was issued on December 26, 1996,
each bear interest, and if and when issued, the Third Note, 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 September 2, 1997, AHP will have the
option to convert the entire remaining principal amount and any unpaid
interest of each the Notes into Common Stock at a conversion price of $10.01
per share, subject to adjustment. 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 Common Stock. In addition,
on or after June 30, 1996, the Company has the right under each of the
outstanding Notes to cause a portion of the outstanding principal of each Note
to convert into the Company's Class B Common Stock, provided that the average
market price of such stock is at least $11.51, subject to adjustment, for the
ten trading days preceding and including the date of any conversion notice and
such conversions, in the aggregate, shall not exceed $3.75 million in any six
month period or $7.5 million in any twelve month period (each referred to
herein as a "Company Put").
Since June 30, 1996, the Company has exercised a Company Put on three
occasions: (i) on August 29, 1996 converting $3.75 million of the principal
amount of the First Note into 374,626 shares of Class B Common Stock; (ii) on
March 20, 1997 converting $3.75 million of the principal amount of the First
Note into 374,626 shares of Class B Common Stock; and (iii) on July 28, 1997
converting the remaining $2.5 million of the principal amount of the First
Note into 249,749 shares of Class B Common Stock.
Pursuant to AHP's right to convert the Second Note into 499,500 shares
of Class B Common Stock effective on September 2, 1997, such shares are now
deemed to be "beneficially owned" pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), bringing AHP's
beneficial ownership of the class of equity securities to more than 5%.
Except in accordance with the terms of the Purchase Agreement, AHP has
agreed not to sell any of the shares of capital stock of the Company purchased
thereunder or pursuant to any of the Notes nor purchase any other securities
of the Company without the Company's prior written consent during the research
term under the Research, Development and License Agreement by and between AHP
and the Company, dated September 2, 1994 as amended to date (the "Research
Agreement").
AHP continues to review its investment in the Company but has not
determined whether it will maintain, increase (including conversion of any
principal or interest under any Note) or decrease its ownership of Company
securities. In reaching any decision with respect to such investment, AHP
will take into consideration various factors, such as the Company's business
and prospects, its contractual rights and obligations under agreements between
AHP and the Company, other developments concerning the Company, other
investment opportunities available to AHP, and general economic and market
conditions.
Item 5. Interest in Securities of the Issuer.
As previously reported, on 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.
On November 24, 1994, all outstanding Class A Common Stock of the
Company were automatically converted into shares of Class B Common Stock at
the ratio of 1 share of Class A Common Stock to 1.33 shares of Class B Common
Stock. This conversion, which caused AHP's beneficial ownership of that class
of equity securities to drop below 5% (converted into 574,513 shares of Class
B Common Stock)
Since June 30, 1996, the Company has exercised a Company Put on three
occasions: (i) on August 29, 1996 converting $3.75 million of the principal
amount of the First Note into 374,626 shares of Class B Common Stock; (ii) on
March 20, 1997 converting $3.75 million of the principal amount of the First
Note into 374,626 shares of Class B Common Stock; and (iii) on July 28, 1997
converting the remaining $2.5 million of the principal amount of the First
Note into 249,749 shares of Class B Common Stock bringing the total shares
currently owned to 1,573,514.
Pursuant to AHP's right to convert the Second Note into 499,500 shares
of Class B Common Stock effective on September 2, 1997, such shares are now
deemed to be "beneficially owned" pursuant to Rule 13d-3 under the Exchange
Act, bringing AHP's beneficial ownership of the class of equity securities to
2,073,014 shares or 6.2% of the outstanding Class B Common Stock.
(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.
Exhibit I Schedule 13D filed by American Home Products Corporation
with reference to the Class A Common Stock of Ligand
Pharmaceuticals Incorporated, dated September 12, 1994, for
the event which occurred on September 2, 1994 is hereby
incorporated by reference thereto.
Exhibit II Amendment No. 1 to the Schedule 13D voluntarily filed by
American Home Products Corporation with reference to the
conversion of Class A Common Stock of Ligand Pharmaceuticals
Incorporated to Class B Common Stock, dated December 22,
1994, for the event which occurred on November 24, 1994 is
hereby incorporated by reference thereto.
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: September 5, 1997
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, 5 Giralda Farms, Madison, NJ 07940. Unless otherwise
indicated, each occupation set forth opposite an individual's 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 Senior Executive Vice President
Joseph J. Carr Senior Vice President
Louis L. Hoynes, Jr. Senior Vice President and General
Counsel
William J. Murray Senior Vice President
David M. Olivier Senior Vice President
John R. Considine Vice President - Finance
William A. Hawkins Vice President
Paul J. Jones Vice President and Comptroller
Rene R. Lewin Vice President - Human Resources
Thomas M. Nee Vice President - Taxes
DIRECTORS
John R. Stafford (as indicated above)
Robert G. Blount (as indicated above)
Clifford L. Alexander, Jr. President, Alexander & Associates
Alexander & Associates Inc. (consulting firm specializing
400 C Street, N.E. in workforce inclusiveness)
Washington,D.C. 20002
Frank A. Bennack, Jr. President and Chief Executive
The Hearst Officer The Hearst Corporation
Corporation (owns and operates communications
959 Eighth Avenue media)
NY, NY 10019
Robin Chandler Duke National Chair, Population Action
435 E. 52nd St. International
NY, NY 10022
John D. Feerick Dean of Fordham University School
Fordham University of Law since 1982
School of Law
140 West 62nd Street
NY, NY 10023
John P. Mascotte Retired (1995) Chairman and CEO
222 Purchase Street of The Continental Corporation
Suite 345
Rye, NY 10580
Mary Lake Polan, Department Chair and Professor,
M.D., Ph.D. Stanford University School of
Stanford University Medicine
School of Medicine
100 Pasteur Drive
Stanford, CA 94305
Ivan G. Seidenberg Chairman and CEO NYNEX Corporation
1095 Avenue of the (communications company)
Americas
NY, NY 10036
John R. Torell III Chairman, Torell Management Inc.
Torell Management Inc. (financial advisory company)
767 Fifth Avenue
46th Floor
NY, NY 10017
William Wrigley President, Chief Executive Officer
Wm. Wrigley Jr. and member of the Board,
Company Wm. Wrigley Jr. Company
410 North Michigan (international manufacturer of
Avenue chewing gum products)
Chicago, Illinois
60611
