UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) 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) June 30, 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). SCHEDULE 13D CUSIP No. 4223601 Page 2 of 4 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 BENEFICI 8 SHARED VOTING POWER ALLY 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) 15.5% 14 TYPE OF REPORTING PERSON* CO This Amendment No. 4 amends and supplements the Schedule 13D ("Schedule 13D") and Amendment Nos. 1, 2 and 3, 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 2 is hereby amended to add the following information: ITEM 2. IDENTITY AND BACKGROUND EXECUTIVE OFFICERS OF 3M Lawrence E. Eaton has retired from the position of Executive Vice President and is no longer an Executive Officer of 3M. John J. Ursu has been promoted to Senior Vice President, Legal Affairs and General Counsel. Item 4 is hereby amended to add the following information: ITEM 4. PURPOSE OF TRANSACTION 3M sold its Hearing Health business, which produces hearing aid devices, to an unrelated party on June 30, 1996. Item 5 (a) is hereby amended to state as follows: 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. 4, representing an aggregate of approximately 15.5% of the outstanding shares of the Company (based upon 69,678,837 shares of the Company's Common Stock outstanding as of September 27, 1996, as disclosed in the Company's Form 10-Q for the quarterly period ended September 27, 1996.) 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 January 23, 1997 /s/ Roger P. Smith -------------------------- Signature Roger P. Smith, Corporate Secretary