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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Biovail Corporation International
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
09067K 10 6
(CUSIP Number)
Eugene Melnyk
Biovail Corporation International
460 Comstock Road, Scarborough
Ontario, Canada M1L 4S4
(416) 285-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 1996
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report to 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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SCHEDULE 13D
CUSIP NO.: 09067K 10 6
(1) NAME OF REPORTING PERSON:
Eugene Melnyk
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 6,060,727
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 6,060,727
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 6,060,727
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.3(1)
(14) TYPE OF REPORTING PERSON: IN
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(1) Based on 25,378,791 shares of common stock, no par value (the "Common
Stock"), of Biovail Corporation International outstanding as of May 31, 1996
plus the 630,000 shares of Common Stock issuable upon the exercise of presently
exercisable options.
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SCHEDULE 13D
CUSIP NO.: 09067K 10 6
(1) NAME OF REPORTING PERSON:
Royal HealthCare Investment Management, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Manitoba, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 0
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 0
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 0
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
(14) TYPE OF REPORTING PERSON: CO
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SCHEDULE 13D
CUSIP NO.: 09067K 10 6
(1) NAME OF REPORTING PERSON:
Royal HealthCare Investment Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Manitoba, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 0
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 0
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 0
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
(14) TYPE OF REPORTING PERSON: CO
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 amends and restates the statement on Schedule 13D
filed with the Securities and Exchange Commission (the "SEC") on March 30, 1994,
as amended by Amendment No. 1 thereto filed with the SEC on April 11, 1995 (as
so amended, the "Schedule 13D"), with respect to the common stock, no par value
(the "Common Stock"), of Biovail Corporation International (the "Company"), with
its principal executive offices located at 460 Comstock Road, Scarborough,
Ontario, Canada M1L 4S4, (416)-285- 6000.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Eugene Melnyk, Royal HealthCare
Investment Management, Inc. ("RHIMI") a Manitoba, Canada corporation and Royal
HealthCare Investment Corporation ("RHIC") a Manitoba, Canada corporation
(individually a "Reporting Person" and, collectively, the "Reporting Persons").
Mr. Melnyk is the Chairman of the Board and a Director of the Company, a
pharmaceutical research, development and manufacturing corporation. RHIMI is an
investment management company and the controlling shareholder of RHIC. Mr.
Melnyk is the President of RHIMI and the sole shareholder. RHIC is a privately
administered investment syndicate. Mr. Melnyk is the President of RHIC. The
principal business and principal office address of RHIMI and RHIC, and their
respective executive officers and directors and the business address of Mr.
Melnyk is Chelston Park, Building 2, Collymore Rock, St. Michael, Barbados, West
Indies.
Information regarding the directors and executive officers of the
Reporting Persons are set forth on Schedule I attached hereto, which Schedule is
hereby incorporated by reference. Each of the directors and executive officers
of the Reporting Persons set forth on Schedule I is a citizen of Canada.
During the last five years, none of the Reporting Persons, and to the
best knowledge of the Reporting Persons, none of the persons named in Schedule I
attached hereto has been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) 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.
The filing of this Statement shall not be construed as an admission
that any Reporting Person is, for purposes of Section 13(d) or 13(g) of the Act,
the beneficial owner of any securities covered by this Statement except for the
securities stated herein to be beneficially owned by such Reporting Person or
that the Reporting Persons are acting as a group within the meaning of Section
13(d)(3) of the Act.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 6,060,727 shares of Common Stock to which this Statement relates
14,800 of such shares were purchased by Mr. Melnyk with personal funds on July
18, 1996, for an aggregate purchase price of $404,574.
ITEM 4. PURPOSE OF TRANSACTION.
Subject to applicable legal requirements and the factors referred to
below, Mr. Melnyk presently intends to purchase from time to time up to an
aggregate of 500,000 shares of Common Stock in open market transactions. In
determining whether to purchase additional shares, he intends to consider and
review various factors on a continuous basis, including the Company's financial
condition, business and prospects, other developments concerning the Company,
the price and availability of shares of Common Stock, other investment and
business opportunities available to Mr. Melnyk, developments with respect to
general economic, monetary and stock market conditions.
Mr. Melnyk's acquisition of the Common Stock is for the purpose of
investment. Except as otherwise described herein, the Reporting Persons have no
plan or proposal with respect to the Company which relates to or would result in
any of the matters listed in Items 4(a) - (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of September 25, 1996, Mr. Melnyk may be deemed to be the beneficial
owner of 6,060,727 shares of Common Stock (including 5,430,727 shares which are
owned directly by Mr. Melnyk and 630,000 shares which are the subject of
currently exercisable options), which constitute in the aggregate 23.3% of the
shares of Common Stock outstanding (which percentage was calculated based upon
25,378,791 shares of Common Stock outstanding as of May 31, 1996 plus the
630,000 shares of Common Stock issuable upon the exercise of presently
exercisable options). As of the close of business on September 25, 1996, RHIMI
and RHIC may be deemed the beneficial owners of 0 shares of Common Stock held by
RHIC, which constitute in the aggregate 0%.
Except as described in the preceding paragraph, none of the Reporting
Persons and, to the best knowledge of the Reporting Persons, none of the persons
referred to in Schedule I attached hereto, beneficially owns any shares of
Common Stock.
(b) Mr. Melnyk has the sole power to vote, direct the voting of,
dispose of and direct the disposition of the Common Stock beneficially owned by
him.
(c) Transactions in the Common Stock by the Reporting Persons effected
during the past 60 days are described in Schedule II hereto, which Schedule is
hereby incorporated by reference. All such transactions were effected by the
Reporting Persons in the open market on the American Stock Exchange, and Mr.
Melnyk's stock purchases were made with personal funds.
Except as described in Schedule II hereto, none of the Reporting
Persons and, to the best knowledge of the Reporting Persons, none of the persons
referred to in Schedule I attached hereto, has effected any transactions in the
Common Stock during the past 60 days.
(d) Mr Melnyk has the sole right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock
owned by him.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
Except as otherwise described herein, none of the Reporting Persons,
and none of persons referred to in Schedule I attached hereto has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees or profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit has been previously filed in paper format by the
Reporting Persons in the original Schedule 13D and the amendments thereto:
99.1 Agreement pursuant to Rule 13d1(f)(1) under the Securities and Exchange
Act of 1934, as amended, among Eugene Melnyk, Royal HealthCare
Investment Management, Inc., Royal HealthCare Investment Corporation
and TCI.
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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.
September 25, 1996
/s/ Eugene Melnyk
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Eugene Melnyk
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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.
September 25, 1996
ROYAL HEALTHCARE INVESTMENT MANAGEMENT, INC.
By:/s/ Eugene Melnyk
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Name: Eugene Melnyk
Title: President
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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.
September 25, 1996
ROYAL HEALTHCARE INVESTMENT CORPORATION
By:/s/ Eugene Melnyk
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Name: Eugene Melnyk
Title: President
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON
The names, present principal occupations and business addresses of the
directors and executive officers of the Reporting Person are set forth below. If
no address is given, the director's or executive officer's business address is
that of the Reporting Person. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to the respective Reporting Person.
Each of the named individuals is a citizen of Canada.
BIOVAIL CORPORATION INTERNATIONAL
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<TABLE>
<CAPTION>
NAME: PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
----- ------------------------------------------
<S> <C>
Eugene Melnyk Chairman of the Board and Director
Bruce Brydon President, Chief Executive Officer and Director
Rolf Reininghaus Senior Vice President
Mahmood Khan Senior Vice President - Chief Operating Officer
and Director
Kenneth C. Cancellara Senior Vice President, General Counsel, Secretary
and Director
Wilfred G. Bristow Senior Vice President, Nesbitt Burns Inc. and
Director
Gregory H. Henry Managing Director, G. Howard Associates, Inc. and
Director
Robert A. Podruzny Vice President and Chief Financial Officer
ROYAL HEALTHCARE INVESTMENT MANAGEMENT INC.
- -------------------------------------------
NAME: PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ----- ------------------------------------------
Eugene Melnyk President and Director
Loren Albaum Director
ROYAL HEALTHCARE INVESTMENT CORPORATION
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NAME: PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
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Eugene Melnyk President and Director
Alexander G. Stewart Secretary and Director
Ervin Szekely Director
Julia Lee Director
Yilan Lai Director
</TABLE>
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SCHEDULE II
SCHEDULE OF TRANSACTIONS IN THE SHARES OF COMMON STOCK
<TABLE>
<CAPTION>
No. of Shares No of Shares
Date Purchased Sold Price Per Share(1)
<S> <C> <C> <C> <C>
Eugene Melnyk
7/18/96 11,900 $26.76
7/18/96 2,900 $29.70
Royal Healthcare Investment Corporation
8/23/96 1,776 $25.00
</TABLE>
(1) Net of brokers commissions
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EXHIBIT INDEX
No exhibits are being filed with this Amendment No. 2. All exhibits have been
previously filed in paper format by the Reporting Persons in the original
Schedule 13D and the amendments thereto.
