<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SCHEDULE 13d-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(A)
(AMENDMENT NO. ___)/1/
ALZA TTS RESEARCH PARTNERS, LTD.
--------------------------------------------
(Name of Issuer)
Class A Limited Partnership Interests
-----------------------------------------------------
(Title of Class of Securities)
Not Applicable
--------------------------------
CUSIP Number
David R. Hoffmann Peter D. Staple, Esq. With a copy to:
President ALZA Corporation Sarah A. O'Dowd, Esq.
ALZA Development Corporation 950 Page Mill Road Heller Ehrman White
950 Page Mill Road P.O. Box 10950 & McAuliffe
P.O. Box 10950 Palo Alto, CA 94303-0802 525 University Avenue
Palo Alto, CA 94303-0802 (650) 494-5000 Palo Alto, CA 94301
(650) 494-5300 (650) 324-7000
________________________________________________________________________________
(Name, address and telephone number
of person authorized to receive
notices and communications)
June 26, 1998
---------------------------------
(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-l(e), 13d-1(f) or 13d-1(g), check the following
box: [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Page 1 of 11 Pages)
/1/ 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 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>
PAGE 2 OF 11 PAGES
- ------------------------------------------------------------------------------
Name of Reporting Persons and
1 S.S. or I.R.S. Identification No.
ALZA DEVELOPMENT CORPORATION
I.R.S. Identification No.: 94-2853093
- ------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC Use Only
3
- ------------------------------------------------------------------------------
Source of Funds: AF
4
- ------------------------------------------------------------------------------
5 [_] Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- ------------------------------------------------------------------------------
Citizenship or Place of Organization: CALIFORNIA
6
- ------------------------------------------------------------------------------
Sole Voting Power
7
Number of SEE FOOTNOTE 2 BELOW
Partnership -----------------------------------------------------------
Shared Voting Power
Interests
8 SEE FOOTNOTE 2 BELOW
Beneficially
-----------------------------------------------------------
Owned by Sole Dispositive Power
9
Each SEE FOOTNOTE 2 BELOW
Reporting -----------------------------------------------------------
10 Shared Dispositive Power
Person
SEE FOOTNOTE 2 BELOW
With
- ------------------------------------------------------------------------------
Aggregate Amount Beneficially Owned by Each Reporting Person:
11
3,200 Class A Limited Partnership Interests/2/
- ------------------------------------------------------------------------------
12 [_] Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------
Percent of Class Represented by amount in Row (11): 100%
13
- ------------------------------------------------------------------------------
Type of Reporting Person* CO
14
- ------------------------------------------------------------------------------
______________________
/2/ ALZA Development Corporation, a wholly owned subsidiary of ALZA Corporation
and the general partner of the Issuer, has elected to exercise its purchase
option with respect to all of the outstanding limited partnership interests of
the Issuer (consisting of 3,200 Class A Limited Partnership Interests and one
Class B Limited Partnership Interest) under the Agreement of Limited
Partnership of the Issuer, as amended. Upon consummation of the transactions
contemplated by the purchase option, ALZA Development Corporation will own all
of the limited partnership interests of the Issuer. See Items 1 and 6.
<PAGE>
PAGE 3 OF 11 PAGES
- ------------------------------------------------------------------------------
Name of Reporting Persons and
1 S.S. or I.R.S. Identification No.
ALZA CORPORATION
I.R.S. Identification No.: 77-0142070
- ------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC Use Only
3
- ------------------------------------------------------------------------------
Source of Funds: WC
4
- ------------------------------------------------------------------------------
5 [_] Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- ------------------------------------------------------------------------------
Citizenship or Place of Organization: DELAWARE
6
- ------------------------------------------------------------------------------
Sole Voting Power
7
Number of SEE FOOTNOTE 2 BELOW
Partnership -----------------------------------------------------------
Shared Voting Power
Interests
8 SEE FOOTNOTE 2 BELOW
Beneficially
-----------------------------------------------------------
Owned by Sole Dispositive Power
9
Each SEE FOOTNOTE 2 BELOW
Reporting -----------------------------------------------------------
10 Shared Dispositive Power
Person
SEE FOOTNOTE 2 BELOW
With
- ------------------------------------------------------------------------------
Aggregate Amount Beneficially Owned by Each Reporting Person:
11
3,200 Class A Limited Partnership Interests/2/
- ------------------------------------------------------------------------------
12 [_] Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------
Percent of Class Represented by amount in Row (11): 100%
13
- ------------------------------------------------------------------------------
Type of Reporting Person* CO
14
- ------------------------------------------------------------------------------
______________________
/2/ ALZA Development Corporation, a wholly owned subsidiary of ALZA Corporation
and the general partner of the Issuer, has elected to exercise its purchase
option with respect to all of the outstanding limited partnership interests of
the Issuer (consisting of 3,200 Class A Limited Partnership Interests and one
Class B Limited Partnership Interest) under the Agreement of Limited
Partnership of the Issuer, as amended. Upon consummation of the transactions
contemplated by the purchase option, ALZA Development Corporation will own all
of the limited partnership interests of the Issuer. See Items 1 and 6.
<PAGE>
PAGE 4 OF 11 PAGES
Item 1. Security and Issuer.
-------------------
This Statement on Schedule 13D (this "Statement") relates to the Class
A Limited Partnership Interests of ALZA TTS Research Partners, Ltd., a
California limited partnership (the "Issuer"). As of March 31, 1998 (the most
recent practicable date), there were (i) 3,200 Class A Limited Partnership
Interests and (ii) one Class B Limited Partnership Interest issued and
outstanding. The Class A Limited Partnership Interests and the Class B Limited
Partnership Interest are referred to herein collectively as the "Limited
Partnership Interests." As of March 31, 1998 (the most recent practicable
date), there were approximately 1,972 holders of record of the Class A Limited
Partnership Interests and one holder of record of the Class B Limited
Partnership Interest. The address of the principal executive offices of the
Issuer is 950 Page Mill Road, P.O. Box 10950, Palo Alto, CA 94303-0802.
This Statement relates to the election of ALZA Development
Corporation, a California corporation ("ADC"), on June 26, 1998, to exercise its
option to purchase (the "Purchase Option") all of the issued and outstanding
Limited Partnership Interests of the Issuer in accordance with the terms of the
Agreement of Limited Partnership dated December 30, 1982, as amended (the
"Limited Partnership Agreement"). ADC is the general partner ("General
Partner") of the Issuer and a wholly owned subsidiary of ALZA Corporation, a
Delaware corporation ("ALZA"). This Statement is being filed by ADC and ALZA.
Item 2. Identity and Background.
-----------------------
This Statement is being filed by ADC and by ALZA. ADC is the General
Partner of the Issuer and a wholly owned subsidiary of ALZA.
ADC's principal business is acting as general partner of the Issuer.
ADC is incorporated in the State of California and the address of its principal
executive offices is 950 Page Mill Road, P.O. Box 10950, Palo Alto, CA 94303-
0802.
ALZA's principal business is the development and commercialization of
pharmaceutical products. ALZA is incorporated in the State of Delaware and the
address of its principal executive offices is 950 Page Mill Road, P.O. Box
10950, Palo Alto, CA 94303-0802.
During the last five years, neither ALZA nor ADC has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither ALZA nor ADC has 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 further violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.
<PAGE>
PAGE 5 OF 11 PAGES
Information with Respect to Executive Officers and Directors of ADC.
- -------------------------------------------------------------------
Name: David R. Hoffmann (President, Chief Financial Officer, Secretary and
Director)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Vice President and Treasurer of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Robert M. Myers (Vice President and Director)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Vice President, Commercial Development of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Dr. James W. Young (Vice President and Director)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Senior Vice President, Research and Development of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Information with Respect to Executive Officers and Directors of ALZA.
- --------------------------------------------------------------------
Name: Dr. Ernest Mario (Chairman and Chief Executive Officer)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Chief Executive Officer of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
<PAGE>
PAGE 6 OF 11 PAGES
Name: William G. Davis (Director)
Business Address: 3532 Bay Road, South Drive, Indianapolis, IN 49240
Principal Occupation: Independent Business Consultant
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Dr. William R. Brody (Director)
Business Address: 3400 North Charles Street, 242 Garland Hall, Baltimore, MD
21218
Principal Occupation: President of The John Hopkins University (from 1996 to
present); Provost of The University of Minnesota Academic Health Center (from
1994 to 1996); and Martin Donner Professor and Director of the Department of
Radiology at The John Hopkins University (from 1987 to 1994)
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Robert J. Glaser, M.D. (Director)
Business Address: 1 Elm Place, Atherton, CA 94027
Principal Occupation: Director (retired) for Medical Science and Trustee of the
Lucille P. Markey Charitable Trust
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Dean O. Morton (Director)
Business Address: 3200 Hillview Avenue, Palo Alto, CA 94304
Principal Occupation: Executive Vice President and Chief Operating Officer
(Retired in 1992) of Hewlett-Packard Corporation
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
<PAGE>
PAGE 7 OF 11 PAGES
Name: Denise M. O'Leary (Director)
Business Address: c/o Vivra, Inc., 1850 Gateway Drive, Suite 5000, San Mateo,
CA 94404
Principal Occupation: Special Limited Partner with Menlo Ventures
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Isaac Stein (Director)
Business Address: 525 University Avenue, Suite 700, Palo Alto, CA 94301
Principal Occupation: President of Waverley Associates, Inc.
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Julian N. Stern (Director and Secretary)
Business Address: 525 University Avenue, Suite 1100, Palo Alto, CA 94301
Principal Occupation: Partner of Heller Ehrman White & McAuliffe
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: James Butler (Senior Vice President of Sales and Marketing)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Senior Vice President of Sales and Marketing of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
<PAGE>
PAGE 8 OF 11 PAGES
Name: Bruce C. Cozadd (Senior Vice President and Chief Financial Officer)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Senior Vice President and Chief Financial Officer of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Harold Fethe (Vice President of Human Resources)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Vice President of Human Resources of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Dr. Gary V. Fulscher (Senior Vice President of Commercial Services)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Senior Vice President of Commercial Services of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Dr. Samuel R. Saks (Senior Vice President of Medical Affairs)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Senior Vice President of Medical Affairs of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Peter D. Staple (Senior Vice President and General Counsel)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Senior Vice President and General Counsel of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
<PAGE>
PAGE 9 OF 11 PAGES
During Preceding Five Years: None
Citizenship: United States of America
Name: Dr. Felix Theeuwes (President of New Ventures)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: President of New Ventures of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: Belgium
Name: Janne Wissel (Senior Vice President of Operations)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Senior Vice President of Operations of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Name: Dr. James W. Young (Senior Vice President of Research and Development)
Business Address: 950 Page Mill Road, Palo Alto, CA 94304
Principal Occupation: Senior Vice President of Research and Development of ALZA
Criminal Convictions During Proceeding Five Years: None
Judgments, Decrees or Orders Under Federal or State Securities Laws
During Preceding Five Years: None
Citizenship: United States of America
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
In accordance with the terms of the Limited Partnership Agreement, the
exercise price for the purchase of the Limited Partnership Interests is
$91,176,592.48. ALZA intends to contribute to ADC the amount of cash necessary
to exercise the Purchase Option, which contribution ALZA intends to finance with
its cash and marketable securities.
Item 4. Purpose of Transaction.
----------------------
The purpose of the transaction described herein is for ALZA, through
ADC, to acquire all rights, on an exclusive basis, to products (the "Issuer
Products") for which development was funded by the Issuer under its Research and
Development Agreement with ALZA. ALZA has worldwide licenses, including the
right to sublicense, to make, use and sell
<PAGE>
PAGE 10 OF 11 PAGES
(i) a transdermal fentanyl product sold in the United States under the name
Duragesic(R) and (ii) a transdermal testosterone product sold under the name
Testoderm(R). Such licenses are currently exclusive; however, ALZA's exclusive
rights with respect to Testoderm(R) and Duragesic(R) would end on July 26, 1998
and December 4, 1998, respectively. Because ALZA's exclusive rights are limited
in duration, ALZA believes that exercising the Purchase Option is the most
effective and comprehensive method of acquiring continued exclusive rights to
Testoderm(R), Duragesic(R) and other Issuer Products. In addition, because
ALZA's obligations to pay royalties to the Issuer under the licenses for
Testoderm(R) and Duragesic(R) will terminate upon exercise of the Purchase
Option, ALZA will benefit by receiving the full royalty received on sales of
Duragesic(R) and the full sales margin on Testoderm(R).
As a result of the consummation of the exercise by ADC of the Purchase
Option, the Issuer will terminate as a limited partnership and the General
Partner will take all appropriate and necessary actions to suspend the Issuer's
public reporting obligations and to wind up the affairs of the Issuer in
accordance with California law. ADC will continue as a wholly owned subsidiary
of ALZA.
Item 5. Interest in Securities of the Issuer.
------------------------------------
None of ADC, ALZA or any of their respective directors or officers own
any Limited Partnership Interests. ALZA is the sole shareholder of the General
Partner and each officer and director of the General Partner is an employee and
officer or vice-president of ALZA. As described in this Statement, ADC may at
any time, pursuant to the Purchase Option, purchase all of the outstanding
Limited Partnership Interests.
Item 6. Contracts, Arrangements, Understanding or Relationships With
------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Article Seven of the Limited Partnership Agreement grants ADC the
Purchase Option. The Purchase Option states that ADC may purchase all (but not
less than all) of the issued and outstanding Limited Partnership Interests at
any time after January 1, 1987 and prior to dissolution of the Issuer. ADC may
exercise the Purchase Option by mailing a notice of exercise to the Limited
Partners.
Item 7. Material to be filed as Exhibits.
--------------------------------
7.1 Agreement of Limited Partnership dated as of December 30, 1982
(incorporated herein by reference to Exhibit 4.1 of the Issuer's Annual Report
on Form 10-K for the year ended December 31, 1996).
<PAGE>
PAGE 11 OF 11 PAGES
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.
Dated: July 6, 1998
ALZA DEVELOPMENT CORPORATION
By: /s/ David R. Hoffmann
___________________________________________
David R. Hoffmann
President and
Chief Financial Officer
ALZA CORPORATION
By: /s/ Bruce C. Cozadd
___________________________________________
Bruce C. Cozadd, Senior Vice President and
Chief Financial Officer
