UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
AMBI INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00163N 10 2
(CUSIP Number)
October 8, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 00163N 10 2
1. NAMES OF REPORTING PERSONS
I. R. S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
American Home Products Corporation
Tax I.D. 13-2526821
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole Voting Power
3,478,261
6. Shared Voting Power
None
7. Sole Dispositive Power
3,478,261
8. Shared Dispositive Power
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,478,261
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
SCHEDULE 13G
Item 1 (a) NAME OF ISSUER:
AMBI INC.
Item 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4 Manhattanville Road
Purchase, New York 10577
Item 2 (a) NAMES OF PERSONS FILING:
American Home Products Corporation
Item 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
American Home Products Corporation
Five Giralda Farms
Madison, New Jersey 07940
Item 2 (c) CITIZENSHIP:
Delaware
Item 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.005 per share
Item 2 (e) CUSIP NUMBER:
00163N 10 2
Item 3 TYPE OF REPORTING PERSON:
n/a
Item 4 OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED:
See Item 5 of Cover Page
(b) PERCENT OF CLASS:
See Item 11 of Cover Page
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
See Item 5 of Cover Page
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
See Item 6 of Cover Page
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
See Item 7 of Cover Page
(iv) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF:
See Item 8 of Cover Page
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP
Not Applicable
Item 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
SIGNATURE
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.
AMERICAN HOME PRODUCTS CORPORATION
Date: October 16, 1998 By: /s/ Gerald A. Jibilian
-------------------------------
Vice President
