UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INTERNATIONAL HOME FOODS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
459655 10 6
(CUSIP Number)
October 23, 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).
<PAGE>
CUSIP No. 459655 10 6
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) x
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
None
6. Shared Voting Power
4,424,002**
7. Sole Dispositive Power
None
8. Shared Dispositive Power
4,424,002**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,424,002**
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
** See Item 4 of this filing.
<PAGE>
CUSIP No. 459655 10 6
1. NAMES OF REPORTING PERSONS
I. R. S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AHP Subsidiary Holding Corporation
Tax I.D. 51-0310245
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) x
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
None
6. Shared Voting Power
4,424,002**
7. Sole Dispositive Power
None
8. Shared Dispositive Power
4,424,002**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,424,002**
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
** See Item 4 of this filing.
<PAGE>
SCHEDULE 13G
Item 1 (a) NAME OF ISSUER:
International Home Foods, Inc.
Item 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1633 Littleton Road
Parsippany, New Jersey 07054
Item 2 (a) NAMES OF PERSONS FILING:
American Home Products Corporation ("Parent")
AHP Subsidiary Holding Corporation ("Holding")
Item 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
American Home Products Corporation
AHP Subsidiary Holding Corporation
Five Giralda Farms
Madison, New Jersey 07940
Item 2 (c) CITIZENSHIP:
American Home Products Corporation - Delaware
AHP Subsidiary Holding Corporation - Delaware
Item 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
Item 2 (e) CUSIP NUMBER:
459655 10 6
Item 3 TYPE OF REPORTING PERSON:
Not applicable. Holding is a wholly-owned subsidiary of Parent.
Holding had owned all securities referred to herein prior to the
Issuer registering any of its equity securities under the
Securities Exchange Act of 1934, as amended.
Item 4 OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED:
See Item 9 of Cover Pages. Pursuant to Rule 13d-4, American Home
Products Corporation ("Parent") disclaims beneficial ownership of
the securities of International Home Foods, Inc. referred to
herein, and the filing of this Schedule 13G, as amended shall not be
construed as an admission that Parent, for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934 (the "Act"),
is the beneficial owner of any securities of International Home
Foods, Inc. covered by this statement.
(b) PERCENT OF CLASS:
See Item 11 of Cover Pages
(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 Pages
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
See Item 6 of Cover Pages
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
See Item 7 of Cover Pages
(iv) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF:
See Item 8 of Cover Pages
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 27, 1998 By: /s/ Gerald A. Jibilian
-------------------------------
Vice President
AHP SUBSIDIARY HOLDING CORPORATION
Date: October 27, 1998 By: /s/ Gerald A. Jibilian
-------------------------------
Vice President
