UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) HEARx, Ltd. - ---------------------------------------------------------------- (Name of Issuer) Common Stock - ---------------------------------------------------------------- (Title Class of Securities) 4223601 - ---------------------------------------------------------------- (CUSIP Number) Gregg M. Larson, Assistant General Counsel Minnesota Mining and Manufacturing Company 3M Center Minneapolis, MN 55144 (612) 733-2204 - ---------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 15, 1996 - ---------------------------------------------------------------- (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.) * 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). 1 of 8 SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 4223601 Page 2 of 8 Pages ---------- --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MINNESOTA MINING AND MANUFACTURING COMPANY 41-0417775 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 IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER 7 SOLE VOTING POWER OF SHARES 10,782,400 BENEFI 8 SHARED VOTING POWER CIALLY OWNED 0 BY EACH 9 SOLE DISPOSITIVE POWER REPORT- ING 10,782,400 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,782,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9% 14 TYPE OF REPORTING PERSON* CO 2 of 8 SEC 1746 (12-91) This Amendment No. 3 amends and supplements the Schedule 13D ("Schedule 13D") and Amendment Nos. 1 and 2, relating to the common stock, par value $0.10 per share (the "Common Stock"), of HEARx Ltd., a Delaware Corporation (the "Company"), previously filed by Minnesota Mining and Manufacturing Company, a Delaware corporation ("3M"). * * * Item 1 is hereby amended as follows: ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock of HEARx, Ltd., with principal executive offices located at 471 Spencer Drive, West Palm Beach, FL 33409. On March 15, 1996, the Company listed its stock on the American Stock Exchange. As a result of the listing, the preferred stock of the Company, and the warrants and options to purchase preferred stock of the Company, then held by 3M, automatically converted to Common Stock (or options or warrants to acquire Common Stock). Item 2 is hereby amended to add the following information: ITEM 2. IDENTITY AND BACKGROUND RESPONSES TO QUESTIONS (A), (B) AND (C) ARE AS FOLLOWS: MINNESOTA MINING AND MANUFACTURING COMPANY ("3M") is a Delaware corporation, with its principal business located at 3M Center, St. Paul, MN 55144. 3M is an integrated enterprise characterized by substantial interdivision and intersector cooperation in research, manufacturing and marketing of products incorporating similar component materials manufactured at common internal sources. The EXECUTIVE OFFICERS OF 3M, each located at 3M's principal business address, 3M Center, St. Paul, MN 55144, are as follows: Livio D. DeSimone (also a Director of 3M), Chairman of the Board and Chief Executive Officer of 3M Ronald A. Mitsch (also a Director of 3M), Vice Chairman of the Board and Executive Vice President, Industrial and Consumer Sector and Corporate Services 3 of 8 J. Marc Adam, Vice President, Marketing Giulio Agostini, Senior Vice President, Finance and Office Administration Ronald O. Baukol (also a Director of 3M), Executive Vice President, International Operations William E. Coyne, Senior Vice President, Research and Development Lawrence E. Eaton, Executive Vice President Charles E. Kiester, Senior Vice President, Engineering, Quality and Manufacturing Services Richard A. Lidstad, Vice President, Human Resources W. George Meredith (also a Director of 3M), Executive Vice President, Life Sciences Sector and Corporate Services John J. Ursu, Vice President, Legal Affairs and General Counsel The DIRECTORS OF 3M (in addition to those listed above) are listed below, with their present principal occupations and addresses: Edward A. Brennan Retired Chairman of the Board, President and CEO, Sears, Roebuck and Co. 400 North Michigan Avenue, Suite 400 Chicago, Illinois 60611 Allen F. Jacobson Director of various companies 3050 Minnesota World Trade Center 30 East 7th Street St. Paul, Minnesota 55101 Allen E. Murray Retired Chairman of the Board and Chief Executive Officer, Mobil Corporation P.O. Box 2072 New York, New York 10163 4 of 8 Aulana L. Peters Partner in the law firm Gibson, Dunn & Crutcher, LLP 333 South Grand Avenue Los Angeles, California 90071-3197 Rozanne L. Ridgway Co-Chair, The Atlantic Council of the United States 10th Floor 910 17th Street Washington, D.C. 20006 Frank Shrontz Chairman of the Board, The Boeing Company P.O. Box 3707 MS 10-21 Seattle, Washington 98124-2207 F. Alan Smith Retired Executive Vice President and Director, General Motors Corporation 674 Franklyn Avenue Indialantic, Florida 32903 Louis W. Sullivan, M.D. President, Morehouse School of Medicine 720 Westview Drive, S.W. Atlanta, Georgia 30310-1495 ITEMS (D), (E) AND (F) APPLY TO ALL PERSONS LISTED IN ITEM 2 ABOVE. (d) Neither 3M nor any of the persons named above have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither 3M nor any of the persons named above have 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. (f) All of the natural persons named above are citizens of the U.S. 5 of 8 Item 3 is hereby amended to add the following information: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION During November - December 1993 and January 1994, 3M loaned $400,000 to the Company, the conversion of which formed the consideration for the issuance of Senior Preferred Stock, Series E, par value $1.00 per share ("Series E Stock"), pursuant to an Option to Purchase dated May 15, 1992. On May 1, 1995, the Company agreed to the issuance of shares of Series E Stock in consideration for such $400,000, with the actual number of shares to be determined pursuant to a formula. By Letter Agreement dated December 21, 1995, the Company agreed to the issuance of shares at an issue price of $61.80 per share of Series E Stock ($.618 per share of Common Stock). On January 26, 1996, 6,472 shares of Series E Stock were issued to 3M, and are reported herein on this Amendment No. 3. The shares of Series E Stock were convertible into shares of Common Stock at a ratio of 1:100, and converted into 647,200 shares of Common Stock, upon the listing of the Company's Common Stock on the American Stock Exchange on March 15, 1996. Item 4 is hereby amended to add the following information: ITEM 4. PURPOSE OF TRANSACTION As stated in the Schedule 13D filed on January 2, 1992, 3M initially invested in the stock of the Company in order to promote 3M's interest in having the Company market and distribute 3M's hearing aid products in the United States. 3M is now in the process of divesting itself of its Hearing Health business, which produces hearing aid devices. 3M intends to evaluate the possibility of selling all or, from time to time, portions of the Common Stock held by it. In determining whether to sell its shares of Common Stock, 3M may consider various factors, including the status of 3M's divestiture of its Hearing Health business, the Company's financial condition, other developments concerning the Company, the market for the shares, including the demand for the purchase of shares at particular price levels, and general economic, financial market and industry conditions. Any and all sales might be made in market transactions, privately negotiated sales or in registered public offerings. Item 5 is hereby amended to add the following information: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) 3M beneficially owns 10,782,400 shares of Common Stock of the Company as of the date of this Amendment No. 3, representing an aggregate of approximately 15.9% of the outstanding shares of the Company (based upon 65,909,183 shares of the Company's Common Stock outstanding as of March 29, 1996, as disclosed in the 6 of 8 Company's Form 10-Q for the quarterly period ended March 29, 1996.) (b) 3M possesses the sole power to vote or dispose of the securities described above. (c) No transactions in the Common Stock were effected during the past sixty days by the persons named in paragraph (a) above. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities other than 3M. (e) N/A. Item 6 is hereby amended to add the following information: ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to a Letter Agreement dated November 19, 1993, an Agreement dated May 1, 1995, Stock Purchase Agreement dated July 24, 1995, Letter Agreement dated December 21, 1995, and letter from HEARx, Ltd. to 3M, dated January 26, 1996, 3M acquired 6,472 shares of Series E Stock, $1 par value of the Company upon the conversion of a $400,000 loan previously made by 3M to the Company from 3M's working capital. The Company provided demand and incidental registration rights in connection with such securities, the terms of which are specified in the Stock Purchase Agreement dated July 24, 1995, a copy of which is filed as an exhibit hereto and is hereby incorporated by reference herein. Item 7 is hereby amended to provide the following information: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The copies of the five (5) documents referenced in Item 6 above are attached hereto as Exhibits: 1. Letter Agreement, dated November 19, 1993 2. 3M - HEARx Agreement, dated May 1, 1995 3. Stock Purchase Agreement, dated as of July 24, 1995 4. Letter Agreement, dated December 21, 1995 5. Letter from HEARx Ltd. to 3M, dated January 26, 1996, conveying stock certificate for 6,472 shares of Senior Preferred Stock, Series E 7 of 8 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. MINNESOTA MINING AND MANUFACTURING COMPANY June , 1996 ------------------------------ Signature /s/ Roger P. Smith ------------------------------ Roger P. Smith, Corporate Secretary