-----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, T2MovF5S63nnKbW7NB77V/pgLFce/izFSB1JY8Ai5+FIiDdfN9Vc6dDr2Ru8T88d SfY2j0JYPXGCtIPGnYsy+g== 0000005187-95-000004.txt : 19950601 0000005187-95-000004.hdr.sgml : 19950601 ACCESSION NUMBER: 0000005187-95-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950301 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEPRACOR INC /DE/ CENTRAL INDEX KEY: 0000877357 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42223 FILM NUMBER: 95517761 BUSINESS ADDRESS: STREET 1: 33 LOCKE DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 5084816700 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 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Sepracor Inc. ------------------------------------------- (Name of Issuer) Common Stock, $.10 par value ---------------------------------- (Title of Class of Securities) 817315 10 4 ---------- (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) January 24, 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. 817315 10 4 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 904,381 (held by American Cyanamid Company ("ACY"), a subsidiary of AC Acquisition and Parent). 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 904,381 (held by American Cyanamid Company ("ACY"), a subsidiary of AC Acquisition and Parent). 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 904,381 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.85% 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 March 1, 1995, to report the event which occurred on January 24, 1995 and to reflect certain changes in the information previously filed relating to the outstanding Common Stock, $.10 par value (the "Common Stock") of Sepracor Inc., a Delaware corporation ("Sepracor"), which has its principal executive offices at 33 Locke Drive, Marlborough, Massachusetts 01752. 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 ---------- ----------- ----- January 11 50,000 $6.000 January 11 10,000 $6.125 January 11 50,000 $6.250 January 11 20,000 $6.375 January 12 15,000 $6.375 January 13 15,000 $6.375 January 16 10,000 $6.375 January 17 10,000 $6.250 January 24 65,000 $6.125 January 25 75,000 $6.125 January 26 10,000 $6.250 January 26 30,000 $6.125 January 30 75,000 $6.250 January 31 10,000 $6.250 February 1 50,000 $6.250 February 3 80,000 $6.375 February 7 70,000 $6.375 February 9 20,000 $6.375 February 10 75,000 $6.500 February 13 20,000 $6.500 February 14 15,000 $6.500 As a result parent holds 904,381 shares of Common Stock representing approximately 4.85% of the outstanding Common Stock of Sepracor and Parent's percent ownership fell below 5% as of February 13, 1995. 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: March 1, 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 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-----