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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Inhale Therapeutic Systems
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
457191104
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(CUSIP Number)
TERENCE J. GALLAGHER, ESQ.
Pfizer Inc.
235 East 42nd Street
New York, New York 10017-5755
(212) 573-2323
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 24, 1996
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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 [ ].
Check the following box if a fee is being paid with the statement
[ ].
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(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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).
CUSIP No.457191104
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pfizer Inc.
Tax I.D. 13-5315170
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
725,552
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
725,552
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,552
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
Title of Class of Securities: Common Stock, no par value
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Name and Address of Issuer's Principal Executive Offices:
Inhale Therapeutic Systems
1060 East Meadow Circle
Palo Alto, California 94303
Item 2. Identity and Background.
Name of Person Filing: Pfizer Inc.
State of Incorporation: Delaware
Principal Business: Manufacturer of pharmaceuticals and other health
care products.
Address of Principal Office:
235 East 42nd Street
New York, New York 10017
For information required by this Item 2 of Schedule 13D with respect to
the executive officers and directors of Pfizer Inc., reference is made
to Attachment A to this Schedule 13D, which is incorporated herein by
reference.
Neither Pfizer Inc., nor to its 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 3. Source and Amount of Funds or Other Consideration:
The source of funds to buy the securities reported herein was working
capital. Pfizer Inc. paid $5,000,000 on October 24, 1996 for 272,456
shares of the securities reported herein. These shares were in
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addition to 453,096 shares purchased for $5,000,000 on February 28,
1995.
Both of these purchases were made pursuant to the Stock Purchase
Agreement between the Issuer and Pfizer Inc., dated January 18, 1995,
which is incorporated herein by reference to Exhibit I to this
Schedule 13D. Under the Agreement, Pfizer is barred from either
acquiring additional shares or selling any of the shares it currently
holds until January 18, 2000, unless Pfizer Inc. obtains the Issuer's
consent or in the event of a third party tender offer for 33% or more
of the Issuer's outstanding stock. Under certain circumstances, a sale
of the shares by Pfizer Inc. is subject to the Issuer's right of first
refusal. Pfizer Inc. may request the registration of the shares by the
Issuer beginning January 18, 2000, if the Issuer registers any of its
Common Stock in connection with a public offering.
Item 4. Purpose of Transaction:
The reporting person has acquired these securities for investment
purposes.
Item 5. Interest in Securities of the Issuer.
As of October 24, 1996, Pfizer Inc. became the owner of a total of 725,552
shares of Common Stock and, as a result, holds approximately 6.1% of the
outstanding Common Stock.
(a) Except as set forth herein, neither Pfizer Inc. nor, to its best
knowledge, any of the persons named on Attachment A attached hereto,
beneficially owns any Common Stock.
(b) Pfizer Inc. has the sole power to vote all of the Common Stock it
beneficially owns.
(c) Except as set forth herein, no transactions were effected in Common
Stock during the past sixty (60) days by Pfizer Inc. nor, to the best of its
knowledge, any person listed in Attachment A attached hereto that would require
disclosure pursuant to Item 5(c).
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(d) Neither Pfizer Inc. nor, to its best knowledge, any of the persons
named on Attachment A attached hereto, has or knows of any other person who has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any Common Stock beneficially owned by Pfizer
Inc.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer:
None except as referred to or described herein.
Item 7. Material to be Filed as Exhibits:
Attachment A Information concerning Executive Officers and Directors
of Pfizer Inc.
Exhibit I Stock Purchase Agreement between the Issuer and Pfizer Inc., dated
January 18, 1995 (incorporated by reference to Exhibit 4.9 of the
Issuer's Form S-1, Registration No. 33-89502)
SIGNATURE
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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.
DATE: November 4, 1996
PFIZER INC.
By: /s/ Eileen R. Walton
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Name: Eileen R. Walton
Title: Assistant Secretary
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Attachment A
Executive Officers and Directors of Pfizer Inc.
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The names and titles of the executive officers and the names of the
directors of Pfizer 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 Pfizer Inc. Unless otherwise
indicated, each occupation set forth opposite an individuals name refers to
Pfizer Inc. and each individual is a United States citizen.
Executive Officers Position; Principal Occupation
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Brian W. Barrett Vice President; President - Animal
Health Group
M. Kenneth Bowler Vice President, Federal Government
Relations
C. L. Clemente Senior Vice President, Corporate Affairs;
Secretary and Corporate Counsel
Bruce R. Ellig Vice President, Employee Resources
Donald F. Farley Vice President; President, Consumer Health Care
Group
George A. Forcier Vice President, Quality Control
P. Nigel Gray Vice President; President-Hospital Products Group
Gary N. Jortner Vice President; Group Vice President - U.S.
Pharmaceuticals Group
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Karen L. Katen Vice President; President - U.S. Pharmaceuticals Group
J. Patrick Kelly Vice President; Group Vice President Disease
Management - U.S. Pharmaceuticals Group
Alan G. Levin Treasurer
Henry A. McKinnell Executive Vice President
Brower A. Merriam Vice President - Animal Health Policy
Victor P. Micati Vice President; Executive Vice President -
International Pharmaceuticals Group
Paul S. Miller Senior Vice President; General Counsel
George M. Milne, Jr. Vice President; President, Central Research
Robert Neimeth Executive Vice President; President, International
Pharmaceuticals Group
John F. Niblack Executive Vice President, Research & Development
William J. Robison Senior Vice President - Employee Resources
Herbert V. Ryan Controller
Craig Saxton Vice President; Executive Vice President, Central
Research
David L. Shedlarz Vice President - Finance, and Chief Financial Officer
Mohand Sidi Said Vice President; President, Asia/Africa/Middle East -
International Pharmaceuticals Group
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William C. Steere, Jr. Chairman of the Board and Chief
Executive Officer
Frederick Telling Vice President, Corporate Strategic
Planning and Policy
Directors Position; Principal Occupation
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Michael S. Brown Paul J. Thomas Professor of
Genetics
University of Texas
Southwestern Medical Center
5323 Harry Hines Blvd.
Room L5-238
Dallas, TX 75235-9046
(public university)
M. Anthony Burns Chairman, President & Chief
Executive Officer
Ryder System, Inc.
3600 Northwest 82nd Avenue
Miami, FL 33166
(provider of transportation and
logistics services)
Grace J. Fippinger Former Vice President, Secretary &
Treasurer
NYNEX Corporation
Pfizer Inc.
235 East 42nd Street
New York, NY 10017
George B. Harvey Chairman of the Board
Pitney Bowes
One Elmcroft Road
Stamford, CT 06926-0700
(provider of mailing and office
systems and management and
financial services)
Constance J. Horner Guest Scholar
The Brookings Institution
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10
1775 Massachusetts Avenue, N.W.
Washington, DC 20036
(an organization devoted to
nonpartisan research, education and
publication in economics,
government and foreign policy and
the social sciences)
Stanley O. Ikenberry President Emeritus
University of Illinois
1007 West Nevada
Urbana, IL 61801
Harry P. Kamen Chairman, President & Chief
Executive Officer
Metropolitan Life Insurance Co.
One Madison Avenue
New York, NY 10010
(a life insurance company)
Thomas G. Labrecque Chairman & Chief
Operating Officer
The Chase Manhattan Corp.
270 Park Avenue, 8th Floor
New York, NY 10017
(a bank holding company)
James T. Lynn Senior Adviser - Lazard Freres & Co. LLC
30 Rockefeller Plaza, 61st Floor
New York, New York 10020
(investment bankers)
Edmund T. Pratt Jr. Chairman Emeritus
Pfizer Inc.
235 East 42nd Street
New York, NY 10017
Felix G. Rohatyn Managing Director - Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
(investment bankers)
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William C. Steere, Jr. Listed above
Jean-Paul Valles Chairman of the Board & Chief
Executive Officer
Minerals Technologies, Inc.
405 Lexington Avenue
New York, NY 10174-1901
(a resource and technology-based
company that develops, produces and
markets specialty mineral, mineral-
based and synthetic mineral
products)