UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) QLT PhotoTherapeutics Inc. ------------------------------------------- (Name of Issuer) Common Shares without par value ---------------------------------- (Title of Class of Securities) 7473OV-10-3 ---------- (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) March 12, 1997 ------------------------- (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 [ ]. 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).
<PAGE> CUSIP No. 7473OV-10-3 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 1,014,336 (held by MDP Holdings, Inc. ("MDP"), a wholly-owned subsidiary of American Cyanamid Company ("ACY"); Each of MDP and ACY is a wholly- owned subsidiary of Parent). 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,014,336 (held by MDP Holdings, Inc. ("MDP"), a wholly-owned subsidiary of American Cyanamid Company ("ACY"); Each of MDP and ACY is a wholly- owned subsidiary of Parent). 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,014,336 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> Item 1. Security and Issuer. ------------------- 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") as amended by Amendment No. 1, dated April 22, 1996, Amendment No. 2, dated June 28, 1996, Amendment No. 3, dated January 8, 1997 is hereby further amended by this final Amendment No. 4 to reflect certain changes in the information previously filed relating to the Common Shares, without par value (the "Common Shares") of QLT PhotoTherapeutics Inc. ("QLT"), a British Columbia corporation, formerly known as Quadra Logic Technologies Inc., which has its principal executive offices at 520 West 6th Avenue, Vancouver, British Columbia, Canada V5Z 4H5. Item 2 is hereby amended by deleting the last two paragraphs and replacing them with the following: MDP, a Delaware corporation, a holding company which holds the Common Shares is a wholly-owned subsidiary of ACY, a Maine corporation, and each are wholly-owned subsidiaries of Parent. Each of MDP and ACY have their principal business addresses at Five Giralda Farms. For information required by this Item 2 of Schedule 13D with respect to the executive officers and directors of MDP and Parent, reference is made to Attachment A to this Schedule 13D, which is incorporated herein by reference. None of MDP, Parent or, to their 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 5 of the Original Statement is hereby amended by adding the following language at the end of such Item: On March 12, 1997, Parent, through its wholly-owned subsidiary MDP, entered into an agreement with Nesbitt Burns Inc. of Toronto, Ontario, Canada to sell 1,200,000 Common Shares of the Company in a private transaction for U.S.$30,840,000, which is scheduled to close on March 17, 1997. Assuming the sale will close on March 17, 1997, MDP, ACY and Parent beneficially own 1,014,336 Common Shares which represents 3.9% of the outstanding Common Shares of the Company. Item 5(e) is hereby added to the Original Statement: Assuming the sale of the 1,200,000 Common Shares will close on March 17, 1997, Parent, ACY and MDP ceased to be the beneficial owners of five percent of the Company's Common Shares as of March 12, 1997. Item 6 of the Original Statement is amended by adding the following language at the end of such Item: In a Letter Agreement between Nesbitt Burns Inc. and MDP dated March 12, 1997 which is attached hereto as Exhibit IV and is incorporated herein by reference, MDP agreed to sell to Nesbitt Burns 1,200,000 Common Shares for an aggregate sale price of U.S.$30,840,000. Item 7 of the Original Statement is amended by adding the following language at the end of such item: Item IV Letter Agreement between Nesbitt Burns Inc and MDP Holdings, Inc. 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 13, 1997 AMERICAN HOME PRODUCTS CORPORATION By: /s/ John R. Considine John R. Considine Vice President
<PAGE> Attachment A 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 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 American Home Products Corporation, 5 Giralda Farms, Madison, NJ 07940. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to American Home Products Corporation 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 Senior Executive Vice President Fred Hassan Executive Vice President Joseph J. Carr Senior Vice President Louis L. Hoynes, Jr. Senior Vice President and General Counsel William J. Murray Senior Vice President David M. Olivier Senior Vice President John R. Considine Vice President - Finance Paul J. Jones Vice President and Comptroller Rene R. Lewin Vice President - Human Resources Thomas M. Nee Vice President - Taxes DIRECTORS John R. Stafford (as indicated above) Robert G. Blount (as indicated above) Clifford L. Alexander, Jr. President, Alexander & Associates Alexander & Associates Inc. (consulting firm specializing 400 C Street, N.E. in workforce inclusiveness) Washington,D.C. 20002 Frank A. Bennack, Jr. President and Chief Executive The Hearst Officer The Hearst Corporation Corporation (owns and operates communications 959 Eighth Avenue media) NY, NY 10019 Robin Chandler Duke National Chair, Population Action 435 E. 52nd St. International NY, NY 10022 John D. Feerick Dean of Fordham University School Fordham University of Law since 1982 School of Law 140 West 62nd Street NY, NY 10023 Fred Hassan (as indicated above) John P. Mascotte Retired (1995) Chairman and CEO 222 Purchase Street of The Continental Corporation Suite 345 Rye, NY 10580 Mary Lake Polan, Department Chair and Professor, M.D., Ph.D. Stanford University School of Stanford University Medicine School of Medicine 100 Pasteur Drive Stanford, CA 94305 Ivan G. Seidenberg Chairman and CEO NYNEX Corporation 1095 Avenue of the (communications company) Americas NY, NY 10036 John R. Torell III Chairman, Torell Management Inc. Torell Management Inc. (financial advisory company) 767 Fifth Avenue 46th Floor NY, NY 10017 William Wrigley President, Chief Executive Officer Wm. Wrigley Jr. and member of the Board, Company Wm. Wrigley Jr. Company 410 North Michigan (international manufacturer of Avenue chewing gum products) Chicago, Illinois 60611
<PAGE> Executive Officers and Directors of MDP Holdings, Inc. The names and titles of the executive officers and the names of the directors of MDP Holdings, 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 American Home Products Corporation, 5 Giralda Farms, Madison, NJ 07940. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to American Home Products Corporation and each individual is a United States citizen. EXECUTIVE OFFICERS POSITION; PRESENT PRINCIPAL OCCUPATION John R. Stafford President; Chairman, President and Chief Executive Officer Robert G. Blount Executive Vice President; Senior Executive Vice President William J. Livolsi Senior Vice President; Retired John R. Considine Vice President; Vice President - Finance Thomas M. Nee Vice President; Vice President - Taxes Gerald A. Jibilian Vice President & Assistant Secretary; Vice President & Associate General Counsel DIRECTORS John R. Stafford (See above) Robert G. Blount (See above) William Livolsi (See above) Lario M. Marini Vice President, Wilmington Trust Company Margaret F. Pulgini Assistant Vice President, Wilmington Trust Company
<PAGE> EXHIBIT INDEX Item IV Letter Agreement between Nesbitt Burns Inc and MDP Holdings, Inc.
[On Nesbitt Burns Letterhead] March 12, 1997 Mr. Edward Borkowski Assistant Treasurer American Home Products Corporation Five Giralda Farms Madison, New Jersey 07940 U.S.A. Dear Mr. Borkowski: We understand that MDP Holdings, Inc. ("MDP"), a subsidiary of American Cyanamid Company ("ACY"), a subsidiary of American Home Products Corporation, intends to sell 1,200,000 Common Shares ("Common Shares") of QLT PhotoTherapeutics Inc. ("QLT"). Nesbitt Burns Inc. is pleased to submit an offer to purchase the Common Shares as detailed in the attached term sheet ("The Offer"). The Offer is subject to the following terms and conditions: i. The Offer is open for acceptance by MDP until 2:15 p.m. (Toronto time) March 12, 1997 unless otherwise extended or withdrawn by Nesbitt Burns; ii The Common Shares shall represent not less than 1,200,000 QLT Common Shares held by MDP and are free and clear of all liens and/or encumbrances; and iii MDP will represent and warrant upon the request of Nesbitt Burns that the sale by MDP of the Common Shares of QLT are exempt from the registration requirements of the Securities Act of 1933 pursuant to rule 144(k) promulgated by the U.S. Securities and Exchange Commission. If the foregoing is acceptable, please indicate your
agreement to these terms and condition by signing two copies of this agreement in the space provided below and returning one originally executed copy to us. Yours sincerely, Nesbitt Burns Inc. By: /s/ James W.S. Baltrop James W.S. Baltrop The foregoing is in accordance with our understanding and is agreed this 12th day of March, 1997. MDP Holdings, Inc. By: /s/ Jack M. O'Connor
<PAGE> The Offer QLT PHOTOTHERAPEUTICS INC. Common Shares Terms Amount: 1,200,000 QLT Common Shares (the "Common Shares") Vendor: MDP Holdings, Inc. Purchaser: Nesbitt Burns Inc., a subsidiary of the Bank of Montreal Net Proceeds to the Vendor: US $ 30,840,000 Qualifications of The Common Shares are exempt from registration Common Shares: requirements of the Securities Act of 1933 pursuant to rule 144(k) promulgated by the U.S. Securities and Exchange Commission. Listing: The Common Shares are listed for trading on The Toronto Stock Exchange and the NASDAQ. Trades Date: March 12, 1997 Settlement Date: March 17, 1997 (3 Canadian business days later).