SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NORTH AMERICAN VACCINE, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
657201109
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(Cusip Number)
Steven D. Rubin
Stearns Weaver Miller Weissler
Alahadeff & Sitterson, P.A.
150 West Flagler
Miami, Florida 33130
(305) 789-3200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 17, 1999
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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 the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*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).
(Continued on following page(s))
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<PAGE>
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CUSIP NO. 657201109 13D PAGE 2
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1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILLIP FROST, M.D.
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2 Check the appropriate Box if a Member of a Group (a) :
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFI- 8 SHARED VOTING POWER
CIALLY 6,362,899
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 6,362,899
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,362,899
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.95 %
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
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CUSIP NO. 657201109 13D PAGE 3
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1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FROST-NEVADA, LIMITED PARTNERSHIP
IRS I.D. #59-2749083
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2 Check the appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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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
NEVADA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFI- 8 SHARED VOTING POWER
CIALLY 6,362,899
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 6,362,899
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,362,899
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.95 %
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14 TYPE OF REPORTING PERSON
PN
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<PAGE>
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CUSIP NO. 657201109 13D PAGE 4
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1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FROST-NEVADA CORPORATION
IRS I.D. #59-2749057
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2 Check the appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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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
NEVADA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFI- 8 SHARED VOTING POWER
CIALLY 6,362,899
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 6,362,899
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,362,899
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.95 %
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 to Schedule 13D is filed on behalf of Phillip
Frost, M.D., Frost-Nevada, Limited Partnership, a Nevada limited partnership
(the "Partnership"), and Frost-Nevada Corporation, a Nevada corporation
(collectively, the "Reporting Persons"). This Amendment No. 3 to Schedule 13D
amends and updates the statements on Schedule 13D previously filed by the
Reporting Persons with respect to the Common Stock, no par value (the "Common
Stock"), of North American Vaccine, Inc. (the "Issuer"). Items 3, 4, 5, 6 and 7
of the Schedule 13D are hereby amended and supplemented to add the following:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of shares of Common Stock purchased by
Phillip Frost, M.D. reported in this Schedule 13D was $116,000. Dr. Frost
utilized personal funds in making this purchase.
ITEM 4. PURPOSE OF TRANSACTION
On November 17, 1999, the Issuer entered into a Share Exchange
Agreement (the "Share Exchange Agreement") with Baxter International, Inc.
("Baxter") and a newly formed Canadian subsidiary of Baxter providing for the
acquisition by Baxter of all of the Issuer's outstanding Common Stock by means
of an arrangement under Section 192 of the Canadian Business Corporations Act
(the "Arrangement"). Upon closing of the Arrangement, each share of Common Stock
will be exchanged for a fraction of a share of Baxter's common stock having a
value of $6.97 plus a cash payment of $.03. The closing of the Arrangement by
Baxter is subject to customary conditions, including certain regulatory
approvals and the absence of a material adverse effect on the Issuer.
In connection with the execution of the Share Exchange Agreement, the
Reporting Persons entered into a Shareholder Agreement dated as of November 17,
1999 with Baxter and certain other shareholders of the Issuer (the "Shareholder
Agreement"), pursuant to which they have agreed to vote their shares of the
Common Stock in favor of the Arrangement. The terms of the Shareholder Agreement
are described in Item 6 below.
Other than as stated above, no Reporting Persons has any present plans
or proposals which relate to or would result in any actions described in
subparagraphs (a) through (j) of Schedule 13D. The Reporting Persons reserve the
right to determine in the future whether to pursue any plans or proposals of the
type specified above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of this Amendment No. 3, the Reporting Persons filing
this Schedule 13D beneficially owned the following shares of Common Stock:
<TABLE>
<CAPTION>
AMOUNT OF SHARES
NAME BENEFICIALLY OWNED PERCENTAGE OF CLASS (1)
---- ------------------ -----------------------
<S> <C> <C>
Phillip Frost, M.D. 6,362,899 (2) 17.95%
The Partnership 6,362,899 (2) 17.95%
Frost-Nevada Corporation 6,362,899 (2) 17.95%
</TABLE>
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<PAGE>
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(1) Based on 32,870,350 shares of Common Stock outstanding as of November
3, 1999, as reported in the Issuer's Quarterly Report on Form 10-Q for
its fiscal quarter ended September 30, 1999 and assuming (i) for the
purpose of determining the beneficial ownership, the conversion by the
Partnership of 1,000,000 shares of Class A Preferred Stock into
2,000,000 shares of Common Stock; (ii) the conversion by Dr. Frost of
the Issuer's 4.5% Convertible Secured Notes due 2003 (the "Notes") into
497,623 shares of Common Stock; (iii) the exercise by Dr. Frost of
options to purchase of 79,999 shares of Common Stock which are either
currently exercisable or exercisable in the next sixty (60) days; and
(iv) the conversion of no other securities or the exercise of no other
options of the Issuer.
(2) These Shares are owned of record by one or more of such Reporting
Persons. As the sole limited partner of the Partnership and the sole
shareholder of Frost-Nevada Corporation, the general partner of the
Partnership, Dr. Frost may be deemed a beneficial owner of the Shares.
Record ownership of the Shares may be transferred from time to time
among any or all of Dr. Frost, the Partnership and Frost-Nevada
Corporation. Accordingly, solely for purposes of reporting beneficial
ownership of the Shares pursuant to Section 13(d) under the Securities
Exchange Act of 1934, as amended, each of Dr. Frost, the Partnership
and Frost-Nevada Corporation will be deemed to be the beneficial owner
of Shares held by any of them. As of the date of this Amendment No. 3,
the Partnership is the record owner of (i) 1,767,859 shares of Common
Stock, (ii) 1,000,000 shares of Class A Preferred Stock which are
convertible into 2,000,000 shares of Common Stock and (iii) the Notes
which are convertible into 497,623 shares of Common Stock. In addition,
Dr. Frost is the record owner of (i) 2,017,418 shares of Common Stock
and (ii) options to purchase 79,999 shares of Common Stock which are
either presently exercisable or exercisable in the next sixty (60)
days.
Except as described herein, none of the Reporting Persons has engaged
in any transaction involving Shares of the Issuer during the last sixty (60)
days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In order to induce Baxter to enter into the Share Exchange Agreement,
each of the Reporting Persons, IVAX Corporation ("IVAX") and BioChem Pharma,
Inc. ("BioChem") have entered into the Shareholder Agreement with Baxter.
Pursuant to the Shareholder Agreement, each of the Reporting Persons,
BioChem and IVAX has agreed to vote their shares of Common Stock in favor of the
Arrangement. In addition, each of the Reporting Persons, BioChem and IVAX has
agreed to deliver to Baxter an irrevocable proxy (each a "Proxy") which Proxy
will cover all shares of Common Stock owned by such shareholder and entitled to
vote at each meeting of shareholders of the Company (including, without
limitation, each written consent in lieu of meeting ) (the "Shares"). Each Proxy
will serve to irrevocably appoint the members of the Board of Directors of
Baxter to vote the Shares in favor of the Arrangement. The Reporting Persons
retain the right to vote the Shares in their discretion on all other matters.
Each Proxy and the Shareholder Agreement will terminate upon the earliest to
occur of (i) such date and time as the Arrangement shall become effective in
accordance with terms and provisions of the Share Exchange Agreement, (ii) the
date of termination of the Share Exchange Agreement, (iii) a material breach by
Baxter of any agreement with such party and (iv) May 31, 2000 (such earliest
date, the "Expiration Date").
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<PAGE>
Until the Expiration Date, the shareholder parties have agreed not to
(and to use reasonable efforts to cause the Issuer, its affiliates, officers,
directors and employees and any investment banker, attorney, accountant or other
agent retained by any of such shareholder parties, the Issuer or any of the
same, not to, except to the extent otherwise permitted under the Share Exchange
Agreement): (i) solicit, initiate or encourage (including by way of furnishing,
or disclosing nonpublic information) any inquiries or the making of any proposal
or offer (including, without limitation, any proposal or offer to any
shareholders of the Issuer) that constitutes or may reasonably be expected to
lead to, any Company Competing Transaction (as such term is defined in the Share
Exchange Agreement); or (ii) knowingly encourage or otherwise enter into or
maintain or continue discussions or negotiate with any person with respect to
such inquiries or to obtain a Company Competing Transaction, or agree to or
endorse any agreement, arrangement or understanding with respect to any Company
Competing Transaction. In the event any of the shareholder parties become aware
of any Company Competing Transaction subsequent to November 17, 1999, each of
such shareholder parties has agreed to promptly inform Baxter as to any such
matter and the details thereof to the extent possible without breaching any
other agreement to which such shareholder is a party or violating its fiduciary
duties.
On January 1, 1999, the Issuer granted Dr. Frost options to purchase
20,000 shares of Common Stock pursuant to the North American Vaccine, Inc. Stock
Option Agreement governed by the 1995 Non-Employee Director and Senior Executive
Stock Option Plan, substantially in the form attached as Exhibit 6 to this
Schedule 13D, at an exercise price of $8.875 per share. Such options are subject
to the terms set forth in the North American Vaccine, Inc. 1995 Non-Employee
Director and Senior Executive Stock Option Plan.
The description of the above referenced agreements contained herein are
not intended to be complete and are qualified in their entirety by reference to
such agreements which are attached hereto as Exhibits 3 through 6 and
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. The Joint Filing Agreement, dated December 17, 1999, by and among
Phillip Frost, M.D., the Partnership and Frost-Nevada Corporation.
2. Description of Transactions in the Issuer's Common Stock by Phillip
Frost, M.D.
3. Shareholder Agreement, dated as of November 17, 1999, among Baxter
International, Inc., BioChem Pharma Inc., Phillip Frost, M.D.,
Frost-Nevada, Limited Partnership and IVAX Corporation (Incorporated by
Reference from Exhibit ___ to the Issuer's Current Report on Form 8-K,
dated November 17, 1999, and filed with the Commission on November 29,
1999).
4. North American Vaccine, Inc. 1995 Non-Employee Director and Senior
Executive Stock Option Plan (incorporated by reference to Exhibit 10.26
of the Issuer's 10-K for the fiscal year ended December 31, 1997, filed
on March 25, 1998).
5. Form of North American Vaccine, Inc. Stock Option Agreement Governed by
the 1995 Non-Employee Director and Senior Executive Stock Option Plan
by and between Phillip Frost, M.D. and the Issuer (previously filed as
Exhibit 7 to Amendment No. 2 to this Schedule 13D).
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
Amendment No. 3 to Schedule 13D is true, complete and correct.
Date: December 17, 1999 /S/ PHILLIP FROST, M.D.
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Phillip Frost, M.D.
FROST-NEVADA, LIMITED PARTNERSHIP
Date: December 17, 1999 By: /S/ DAVID H. MOSKOWITZ
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David H. Moskowitz, President of Frost-
Nevada Corporation, General Partner
FROST-NEVADA CORPORATION
Date: December 17, 1999 By: /S/ DAVID H. MOSKOWITZ
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David H. Moskowitz, President, Director
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<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION
- -------------- -------------------
1 The Joint Filing Agreement, dated December 17, 1999, by
and among Phillip Frost, M.D., the Partnership and
Frost-Nevada Corporation.
2 Description of Transactions in the Issuer's Common Stock
by Phillip Frost, M.D.
EXHIBIT 1
AGREEMENT
The undersigned hereby agree that this Amendment No. 3 to Schedule 13D
filed by us with respect to the Common Stock, no par value, of North American
Vaccine, Inc. is filed on behalf of each of us.
Date: December 17, 1999 /S/ PHILLIP FROST, M.D.
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Phillip Frost, M.D.
FROST-NEVADA, LIMITED PARTNERSHIP
Date: December 17, 1999 By: /S/ DAVID H. MOSKOWITZ
-------------------------------------------
David H. Moskowitz, President of Frost-
Nevada Corporation, General Partner
FROST-NEVADA CORPORATION
Date: December 17, 1999 By: /S/ DAVID H. MOSKOWITZ
-------------------------------------------
David H. Moskowitz, President, Director
EXHIBIT 2
Set forth below is a summary of acquisitions and dispositions of
beneficial ownership in the Common Stock of the Issuer by Phillip Frost, M.D.,
effected from November 12, 1998 through the date of this Amendment No. 3.
<TABLE>
<CAPTION>
NUMBER OF SHARES EXERCISE PURCHASE TYPE OF
DATE ACQUIRED DISPOSED PRICE PER SHARE TRANSACTION
- ---- -------- -------- --------------- -----------
<S> <C> <C> <C> <C>
1/1/99 20,000 $14.56 (CAN) Expiration of Stock Options
1/1/00 6,666 $8.875 Vesting of Stock Options
granted on 1/1/99
4/8/99 20,000 $5.75 Open Market Transaction
1/1/00 6,667 $24.375 Vesting of Stock Options
granted on 1/1/97
1/1/00 6,667 $24.9375 Vesting of Stock Options
granted on 1/1/98
</TABLE>
