-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qiJ5UAd/mzq5hupIxTYKAlKgpDiraSEhw2IgAjanig3MKdcYLdl6xtzy3cuJVxcA RwyaO9+b+YC27zan2t8ODA== 0000005187-95-000008.txt : 19950425 0000005187-95-000008.hdr.sgml : 19950425 ACCESSION NUMBER: 0000005187-95-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950424 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MGI PHARMA INC CENTRAL INDEX KEY: 0000702131 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411364647 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33822 FILM NUMBER: 95530697 BUSINESS ADDRESS: STREET 1: 9900 BREN RD EAST STE 300E STREET 2: C/O OPUS CENTER MINNETONKA MINNESOTA CITY: MINNEAPOLIS STATE: MN ZIP: 55343 BUSINESS PHONE: 6129357335 MAIL ADDRESS: STREET 1: OPUS CENTER STREET 2: 9900 BREN ROAD EAST SUITE 300E CITY: MINNEAPOLIS STATE: MN ZIP: 55343 FORMER COMPANY: FORMER CONFORMED NAME: MOLECULAR GENETICS INC DATE OF NAME CHANGE: 19900812 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 201-660-5000 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) MGI Pharma, Inc. ------------------------------------------- (Name of Issuer) Common Stock, $.01 par value ---------------------------------- (Title of Class of Securities) 552880 10 6 ---------- (CUSIP Number) LOUIS L. HOYNES, JR., ESQ. Senior Vice President and General Counsel American Home Products Corporation 5 Giralda Farms, Madison, N.J. 07940 (201) 660-5000 ------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 20, 1995 ------------------------- (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 [ ]. (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. 552880 10 6 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Home Products Corporation ("Parent")) Tax I.D. 13-2526821 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 788,983 (held by American Cyanamid Company ("ACY"), a subsidiary of Parent) 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 788,983 (held by American Cyanamid Company ("ACY"), a subsidiary of Parent) 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 788,983 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! The Statement on Schedule 13D (the "Original Statement"), dated December 1, 1994, for the event which occurred on November 21, 1994, filed by American Home Products Corporation, a Delaware corporation ("Parent"), and on behalf of AC Acquisition Corp., a Delaware corporation ("AC Acquisition") is hereby amended by this Amendment, dated April 24, 1995, to report the event which occurred on April 20, 1995 and to reflect certain changes in the information previously filed relating to the outstanding Common Stock, $.01 par value (the "Common Stock") of MGI Pharma, Inc., a Minnesota corporation ("MGI Pharma"), which has its principal executive offices at 9900 Bren Road East, Suite 300E, Minnetonka, Minnesota 55343. The entire Statement on Schedule 13D is hereby amended by deleting all references to AC Acquisition Corp. as AC Acquisition Corp. has been merged with and into American Cyanamid Company ("ACY") pursuant to the consummation of the Agreement and Plan of Merger, dated August 17, 1994, as amended, among Parent, AC Acquisition Corp. and American Cyanamid Company and is no longer in existence. Item 5 is hereby amended to add the following language after the first paragraph of Item 5 in the Original Statement: Parent, through ACY (a wholly owned subsidiary of Parent), sold the following shares of Common Stock in open market NASDAQ transactions on the dates and at the prices indicated: Trade Date Shares Sold Price ---------- ----------- ----- 4/4/95 10,000 $4.00 4/5/95 10,000 4.00 4/7/95 5,000 3.875 4/17/95 5,000 3.875 4/18/95 12,500 3.875 4/19/95 5,000 3.875 4/20/95 25,000 3.875 4/20/95 25,000 4.00 4/20/95 10,000 4.0625 4/20/95 5,000 4.125 4/20/95 5,000 4.25 4/20/95 5,000 4.375 4/21/95 5,000 4.50 4/21/95 15,000 4.625 4/21/95 5,000 4.50 4/21/95 5,000 4.625 As a result parent holds 788,983 shares of Common Stock representing approximately 6.6% of the outstanding Common Stock of MGI Pharma. 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: April 24, 1995 AMERICAN HOME PRODUCTS CORPORATION By: /s/ John R. Considine John R. Considine Vice President-Finance Executive Officers and Directors of American Home Products Corporation - ---------------------------------- The names and titles of the executive officers and the names of the directors of American Home Products Corporation ("AHP") 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 AHP. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to AHP and each individual is a United States citizen. EXECUTIVE OFFICERS Position; Present Principal Occupation - ------------------ -------------------------------------- John R. Stafford Chairman, President and Chief Executive Officer Robert G. Blount Executive Vice President Stanley F. Barshay Senior Vice President Joseph J. Carr Senior Vice President Fred Hassan Senior Vice President Louis L. Hoynes, Jr. Senior Vice President and General Counsel John R. Considine Vice President - Finance Rene R. Lewin Vice President - Human Resources E. Thomas Corcoran Vice President Thomas M. Nee Vice President - Taxes David Lilley Vice President (Citizenship British) William J. Murray Vice President DIRECTORS Position; Present Principal Occupation - ----------- ---------------------------------------- Clifford L. Alexander, Jr. President of Alexander & Associates, 400 C Street, NE Inc.(consulting firm specializing in Washington, D.C. 20002 Workforce Inclusiveness) Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation of The Hearst Corporation 959 Eighth Avenue (owns and operates communications New York, New York 10019 media) K. Roald Bergethon Educational Consultant Robert G. Blount (as described above) John W. Culligan Retired November 1988; former Chairman of the Board and Chief Executive Officer of AHP (from 1981 to 1986) Robin Chandler Duke National Chair, Population Action International John D. Feerick Dean, Fordham University Fordham University School of Law since 1982 School of Law 140 West 62nd Street New York, New York 10023 Edwin A. Gee Former Chairman and Chief Executive Officer, International Paper Company Fred Hassan (as described above) John P. Mascott Chairman and CEO of The Continental Corporation Mary Lake Polan, M.D. Department Chairman and Professor, Stanford University School of Medicine Robert W. Sarnoff Director/Consultant John R. Stafford (as described above) John R. Torell III Chairman, Torell Management Inc. Torell Management Inc. (financial advisory company) 767 Fifth Avenue 46th Floor New York, New York 10153 William Wrigley President, Chief Executive Officer and Wm. Wrigley, Jr. Company member of the Board, Wm. Wrigley Jr. 410 North Michigan Avenue Company (international manufacturer of Chicago, Illinois 60611 chewing gum products) -----END PRIVACY-ENHANCED MESSAGE-----