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Previous: MINNESOTA MINING & MANUFACTURING CO, 4, 1996-07-09 |
Next: UTILICORP UNITED INC, DEFA14A, 1996-07-09 |
<TABLE>
FORM 5 U.S. SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 OMB NUMBER: 3235-0362
[ ] Check box if no longer Expires: April 30, 1997
subject to Section 16. Form 4 Estimate average burden
or Form 5 obligations may hours per response.....1.0
continue. See Instructions 1(b)
[ ] Form 3 Holdings Reported
[X] Form 4 Transactions Reported
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940
1.Name and Address of Reporting Person 2. Issuer Name and Ticker 6. Relationship of Reporting Person to Issuer
or Trading Symbol (Check all applicable)
Minnesota Mining and Manufacturing Director X 10% Owner
Company HEARx Ltd. / Ticker Symbol: EAR ----- -----
(Last) (First) (Middle) 3. IRS or Social Security 4. Statement for Officer (give Other
Number of Reporting Month/Year ----- title ----- (specify
Attn: Gregg M. Larson, Assistant Person (voluntary) 12/95 below) below)
General Counsel
(Street) 41-0417775 5. If Amendment,
3M Center Date of Original
(Month/Year) --------------------------------
N/A
(City) (State) (Zip)
St. Paul MN 55144
<CAPTION>
TABLE I NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired 5. Amount of 6. Owner- 7. Nature
(Instr. 3) action action (A)or Disposed of (D) Securities ship of
Date Code Benefic- Form: Indirect
(Instr. 8) (Instr. 3, 4 and 5) ially Direct Bene-
(Month/ Owned at (D) or ficial
Day/ Amount (A) or Price End of Indirect Owner-
Year) (D) Issuer's (I) ship
Fiscal Year[1](Instr. (Instr.
(Instr. 3 4) 4)
and 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[1] As of 12/29/95.
[2] By Agreement dated January 6, 1993, the expiration date of the Option to Purchase $1,000,000 worth of
Senior Preferred Series E Stock, at an exercise price of $90 per share of Series E Stock, was
extended to December 31, 1994.
[3] By Letter Agreement dated November 19, 1993, the Reporting Person provided certain funds to the Issuer
and the parties agreed to certain terms relating to the exercise of the Option to Purchase the Senior Preferred
Series E Stock, with the exercise transaction to be completed (at the option of the Reporting Person) upon
performance by the Issuer of certain other obligations.
[4] Exempt under Rule 16b-6(d).
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
(Print or Type Responses) SEC 2270 (3-91)
</TABLE>
<TABLE>
<CAPTION>
TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(e.g., puts, calls, warrants, options, convertible securities)
1.Title of 2.Conver- 3.Trans- 4.Transac- 5.Number of 6.Date Exer- 7.Title 8.Price 9.Number 10.Owner- 11.Na-
Derivative sion or action tion Code Derivative cisable and Amount of of Deriv- ship ture
Security Exercise Date (Instr. 8) Securities and Expir- of Under- Deriv- ative of De- of In-
(Instr. 3) Price (Month/ Acquired (A) ation Date lying ative Secur- rivative direct
of Day/ or Disposed (Month/ Securities Secur- ities Secu- Bene-
Deriva- Year) of (D) Day/Year) (Instr. 3 ity Bene- rity; ficial
tive (Instr. 3, and 4) (Instr. ficially Direct Own-
Security 4, and 5) 5) Owned (D) or ership
at End Indi- (Instr.
Amount of rect (I) 4)
Date Expir- or Year 1 (Instr.
Exer- ation Title Number (Instr. 4)
cisa- Date of 4)
(A) (D) ble Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Option to
Purchase
Sr. Pfd.
Series E $90.00 1/6/93 H4[2] 11,111 immed 12/31/93 Sr. 11,111 D
Pfd.
Ser-
ies E
Option to
Purchase
Sr. Pfd.
Series E $90.00 1/6/93 J4[2] 11,111 immed 12/31/94 Sr. 11,111 D
Pfd.
Ser-
ies E
Option to
Purchase
Sr. Pfd.
Series E $90 11/19/93 H4[3] 11,111 immed 12/31/94 Sr. 11,111 D
Pfd.
Ser-
ies E
Option to
Purchase
Sr. Pfd.
Series E $90.00 11/19/93 J4[3] 11,111 immed 12/31/94 Sr. 11,111 D
Pfd.
Ser-
ies E
Option to
Purchase
Sr. Pfd.
Series E $90.00 12/31/94 H4[4] 11,111 immed Sr. 11,111 -0- D
Pfd.
Ser-
ies E
Sr. Pfd.
Series E
Stock 1:100 7/24/95 P4[5] 4,706 immed Com- 470,600 85.00 4,706 D
mon
Sr. Pfd.
Series E
Stock 1:100 12/21/95 P4[6] 1,776 immed Com- 176,600 61.80 1,766 D
mon
Sr. Pfd.
Series A 1:100 immed Com- 3,000,000 30,000 D
mon
Sr. Pfd.
Series B 1:100 immed Com- 2,250,000 22,500 D
mon
Sr. Pfd.
Series D 1:100 immed Com- 1,492,600 14,926 D
mon
Sr. Pfd.
Series G 1:100 immed Com- 1,492,600 14,926 D
mon
Warrants to
Purchase
Sr. Pfd.
Series C $.01 immed 2/22/98 Sr. 11,000 11,000 D
Pfd.
Ser-
ies C
Option to
Purchase
Sr. Pfd.
Series F $125.00 immed 4/30/97 Sr. 8,000 8,000 D
Pfd.
Ser-
ies F
Explanation of Responses:
[5] By Agreements dated May 1, 1995 and July 24, 1995, the Issuer agreed to issue and the Reporting Person
agreed to buy (by conversion of an outstanding $400,000 loan to the Issuer) shares of Senior Preferred Series
E Stock at $85 per share of Series E Stock.
[6] By Letter Agreement dated December 21, 1995, the Reporting Person and the Issuer agreed to final terms
for the purchase of the Senior Preferred Series E Stock upon conversion of the $400,000 loan referred to in
footnote 4 above at an amended purchase price of $61.80 per share of Series E Stock.
MINNESOTA MINING AND MANUFACTURING
COMPANY
** Intentional misstatements or omissions of facts consititute Federal By: /s/ Roger P. Smith 7 - 9 - 96
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). --------------------- ------------
Roger P. Smith, Date
Corporate Secretary
Note: File three copies of this Form, one of which must be manually signed. Page 2
If space provided is insufficient, see Instruction 6 for procedure. SEC 1474 (8-92)
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