UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
QLT PhotoTherapeutics Inc.
-------------------------------------------
(Name of Issuer)
Common Shares without par value
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(Title of Class of Securities)
7473OV-10-3
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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)
March 12, 1997
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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 [ ].
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. 7473OV-10-3
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
1,014,336 (held by MDP Holdings, Inc. ("MDP"), a wholly-owned subsidiary
of American Cyanamid Company ("ACY"); Each of MDP and ACY is a wholly-
owned subsidiary of Parent).
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,014,336 (held by MDP Holdings, Inc. ("MDP"), a wholly-owned subsidiary
of American Cyanamid Company ("ACY"); Each of MDP and ACY is a wholly-
owned subsidiary of Parent).
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,014,336
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
-------------------
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") as amended by
Amendment No. 1, dated April 22, 1996, Amendment No. 2, dated June 28, 1996,
Amendment No. 3, dated January 8, 1997 is hereby further amended by this final
Amendment No. 4 to reflect certain changes in the information previously filed
relating to the Common Shares, without par value (the "Common Shares") of QLT
PhotoTherapeutics Inc. ("QLT"), a British Columbia corporation, formerly known
as Quadra Logic Technologies Inc., which has its principal executive offices
at 520 West 6th Avenue, Vancouver, British Columbia, Canada V5Z 4H5.
Item 2 is hereby amended by deleting the last two paragraphs and
replacing them with the following:
MDP, a Delaware corporation, a holding company which holds the Common
Shares is a wholly-owned subsidiary of ACY, a Maine corporation, and each are
wholly-owned subsidiaries of Parent. Each of MDP and ACY have their principal
business addresses at Five Giralda Farms.
For information required by this Item 2 of Schedule 13D with respect to
the executive officers and directors of MDP and Parent, reference is made to
Attachment A to this Schedule 13D, which is incorporated herein by reference.
None of MDP, Parent or, to their 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 5 of the Original Statement is hereby amended by adding the
following language at the end of such Item:
On March 12, 1997, Parent, through its wholly-owned subsidiary MDP,
entered into an agreement with Nesbitt Burns Inc. of Toronto, Ontario, Canada
to sell 1,200,000 Common Shares of the Company in a private transaction for
U.S.$30,840,000, which is scheduled to close on March 17, 1997. Assuming the
sale will close on March 17, 1997, MDP, ACY and Parent beneficially own
1,014,336 Common Shares which represents 3.9% of the outstanding Common Shares
of the Company.
Item 5(e) is hereby added to the Original Statement:
Assuming the sale of the 1,200,000 Common Shares will close on March 17,
1997, Parent, ACY and MDP ceased to be the beneficial owners of five percent
of the Company's Common Shares as of March 12, 1997.
Item 6 of the Original Statement is amended by adding the following
language at the end of such Item:
In a Letter Agreement between Nesbitt Burns Inc. and MDP dated March 12,
1997 which is attached hereto as Exhibit IV and is incorporated herein by
reference, MDP agreed to sell to Nesbitt Burns 1,200,000 Common Shares for an
aggregate sale price of U.S.$30,840,000.
Item 7 of the Original Statement is amended by adding the following
language at the end of such item:
Item IV Letter Agreement between Nesbitt Burns Inc and MDP Holdings, Inc.
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 13, 1997
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ John R. Considine
John R. Considine
Vice President
<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
Fred Hassan 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
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
Fred Hassan (as indicated above)
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
<PAGE>
Executive Officers and Directors
of
MDP Holdings, Inc.
The names and titles of the executive officers and the names of the
directors of MDP Holdings, Inc. 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 President; Chairman, President and Chief
Executive Officer
Robert G. Blount Executive Vice President; Senior
Executive Vice President
William J. Livolsi Senior Vice President; Retired
John R. Considine Vice President; Vice President - Finance
Thomas M. Nee Vice President; Vice President - Taxes
Gerald A. Jibilian Vice President & Assistant Secretary;
Vice President & Associate General Counsel
DIRECTORS
John R. Stafford (See above)
Robert G. Blount (See above)
William Livolsi (See above)
Lario M. Marini Vice President, Wilmington Trust Company
Margaret F. Pulgini Assistant Vice President, Wilmington Trust
Company
<PAGE>
EXHIBIT INDEX
Item IV Letter Agreement between Nesbitt Burns Inc and MDP Holdings, Inc.
[On Nesbitt Burns Letterhead]
March 12, 1997
Mr. Edward Borkowski
Assistant Treasurer
American Home Products Corporation
Five Giralda Farms
Madison, New Jersey 07940
U.S.A.
Dear Mr. Borkowski:
We understand that MDP Holdings, Inc. ("MDP"), a subsidiary of American
Cyanamid Company ("ACY"), a subsidiary of American Home Products Corporation,
intends to sell 1,200,000 Common Shares ("Common Shares") of QLT
PhotoTherapeutics Inc. ("QLT"). Nesbitt Burns Inc. is pleased to submit an
offer to purchase the Common Shares as detailed in the attached term sheet
("The Offer").
The Offer is subject to the following terms and conditions:
i. The Offer is open for acceptance by MDP until 2:15 p.m. (Toronto
time) March 12, 1997 unless otherwise extended or withdrawn by
Nesbitt Burns;
ii The Common Shares shall represent not less than 1,200,000 QLT
Common Shares held by MDP and are free and clear of all liens
and/or encumbrances; and
iii MDP will represent and warrant upon the request of Nesbitt Burns
that the sale by MDP of the Common Shares of QLT are exempt from
the registration requirements of the Securities Act of 1933
pursuant to rule 144(k) promulgated by the U.S. Securities and
Exchange Commission.
If the foregoing is acceptable, please indicate your agreement to these terms
and condition by signing two copies of this agreement in the space provided
below and returning one originally executed copy to us.
Yours sincerely,
Nesbitt Burns Inc.
By: /s/ James W.S. Baltrop
James W.S. Baltrop
The foregoing is in accordance with our understanding and is agreed this 12th
day of March, 1997.
MDP Holdings, Inc.
By: /s/ Jack M. O'Connor
<PAGE>
The Offer
QLT PHOTOTHERAPEUTICS INC.
Common Shares
Terms
Amount: 1,200,000 QLT Common Shares (the "Common
Shares")
Vendor: MDP Holdings, Inc.
Purchaser: Nesbitt Burns Inc., a subsidiary of the Bank of
Montreal
Net Proceeds to the Vendor: US $ 30,840,000
Qualifications of The Common Shares are exempt from registration
Common Shares: requirements of the Securities Act of 1933
pursuant to rule 144(k) promulgated by the U.S.
Securities and Exchange Commission.
Listing: The Common Shares are listed for trading on The
Toronto Stock Exchange and the NASDAQ.
Trades Date: March 12, 1997
Settlement Date: March 17, 1997 (3 Canadian business days later).
