-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HQCqhL5rYtfR78r7G8nj2iJpuGbK3hsPC0vvftSpLOCiB/oQ+YmHsxncZl6GCyn6 vlsiUYESZuAYrAjHtxkhRg== 0000029915-96-000002.txt : 19960126 0000029915-96-000002.hdr.sgml : 19960126 ACCESSION NUMBER: 0000029915-96-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960125 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/ CENTRAL INDEX KEY: 0000029915 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 381285128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36877 FILM NUMBER: 96506967 BUSINESS ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 5176361000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/ CENTRAL INDEX KEY: 0000029915 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 381285128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 5176361000 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 1 GENOME THERAPEUTICS CORP. (f/n/a COLLABORATIVE RESEARCH, INC.) (Name of Issuer) COMMON STOCK, par value $0.10 per share (Title of Class of Securities) 372430-10-8 (CUSIP Number) John Scriven Vice President and General Counsel The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674 (517) 636-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 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 this statement [ ]. CUSIP No. 372430-10-8 1) Name of Reporting Person and its The Dow Chemical Company I.R.S. Identification No. I.R.S. Identification No. 38-1285128. 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds WC 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 7) Sole Voting Power 197,305 Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 197,305 Reporting Person With 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially 197,305 owned by Each Reporting Person as of January 15, 1996 12) Check Box if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 1.4 % Amount in Row (11) as of January 15, 1996 14) Type of Reporting Person CO This Amendment No. 1 to the Schedule 13D is being filed to reflect recent sales of the common stock, par value $0.10 per share (the "Common Stock"), of Genome Therapeutics Corp. (formerly known as Collaborative Research, Inc.) (the "Issuer") by The Dow Chemical Company ("Dow"). As a result of these sales, Dow has ceased to be the beneficial owner of more than 5% of the Common Stock of the Issuer, thereby terminating Dow's obligation to report any further changes in its ownership thereof. Item 1. Security and Issuer This statement relates to the Common Stock of the Issuer, whose principal executive offices are located at 100 Beaver Street, Waltham, MA 02154. Item 2. Identity and Background Dow was incorporated in 1947 under Delaware law and is the successor to a Michigan corporation of the same name organized in 1897. Dow is engaged in the manufacture and sale of chemicals, plastic materials, agricultural and consumer products, and other specialized products. Its principal executive offices are located at 2030 Dow Center, Midland, Michigan 48674, telephone (517) 636-1000. Except as otherwise indicated by the context, the term "Dow" as used herein means The Dow Chemical Company and its consolidated subsidiaries. A list of certain of Dow's Executive Officers, all having business addressees which are the same as Dow's principal executive offices, is set forth below: Chairman of the Board Frank P. Popoff President and CEO William S.Stavropoulos Financial Vice President, Treasurer and Chief Financial Officer J. Pedro Reinhard Executive Vice President Enrique C. Falla Group Vice President Anthony J. Carbone Group Vice President Michael D. Parker A list of the Dow's Directors, their addresses and their principal occupation or employment is noted below: Jacqueline K. Barton Allan D. Gilmour California Institute of Technology The Dow Chemical Company Division of Chem. & Chem. Engr. 2020 Dow Center Mail Code 127-72 Midland, MI 48674 Pasadena, CA 91125 David T. Buzzelli William J. Neely The Dow Chemical Company The Dow Chemical Company 2020 Dow Center 2030 Dow Center Midland, MI 48674 Midland, MI 48674 Anthony J. Carbone Michael D. Parker The Dow Chemical Company The Dow Chemical Company 2020 Dow Center 2020 Dow Center Midland, MI 48674 Midland, MI 48674 Fred P. Corson Frank P. Popoff The Dow Chemical Company The Dow Chemical Company 2020 Dow Center 2020 Dow Center Midland, MI 48674 Midland, MI 48674 Willie D. Davis J. Pedro Reinhard All Pro Broadcasting, Inc. The Dow Chemical Company 161 N. LaBrea Avenue 2020 Dow Center Inglewood, CA 90301 Midland, MI 48674 Michael L. Dow Harold T. Shapiro Michael L. Dow, Associates Princeton University General Aviation Building 1 Nassau Hall Capital City Airport Princeton, NJ 08544 Lansing, MI 48906 Joseph L. Downey William S. Stavropoulos The Dow Chemical Company The Dow Chemical Company 2020 Dow Center 2020 Dow Center Midland, MI 48674 Midland, MI 48674 Enrique C. Falla Paul G. Stern The Dow Chemical Company Thayer Capital Partners 2020 Dow Center 901 Fifteenth Street, N.W. Midland, MI 48674 Washington, DC 20005 Barbara H. Franklin Barbara Franklin Enterprises 2600 Virginia Avenue NW Washington, DC 20037 Of the foregoing Executive Officers and Directors, all are United States citizens except J. Pedro Reinhard and Michael D. Parker who are citizens of Brazil and Great Britain, respectively. During the past five years, none of the foregoing Executive Officers or Directors has been convicted in criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in any such Executive Officers or Directors being made 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 3. Source and Amount of Funds or Other Consideration On August 1, 1981, Dow entered into a stock purchase agreement with the Issuer whereby it acquired 357,140 shares of the Issuer's Common Stock for a total price of $5,000,000. At the same time, Dow paid the Issuer $100,000 for a warrant (the "Warrant") entitling Dow to purchase, through July, 1986, an additional 420,165 shares of the Issuer's Common Stock for $2.38 per share, as adjusted for certain anti-dilution provisions. The above agreements contain covenants relating to, among other things: restrictions on the Issuer's payment of any dividends until September, 1984; Dow's right to participate in certain future private placements of the Issuer's Common Stock; Dow's right in the future to require the Issuer to file a registration statement for the sale of an underwritten offering of the Issuer's Common Stock with a minimum market value of $5,000,000; and the furnishing of certain information to Dow until September, 1984 with respect to new products or processes that are within Dow's specifically defined area of interest. Dow exercised its rights to purchase 420,165 shares of the Issuer's Common Stock on July 1, 1986 by notifying the Issuer of Dow's intent to exercise in whole its rights pursuant to the Warrant. All funds, including those referred to in the first paragraph of this Item 3, were generated from working capital. From April 17, 1995 through January 15, 1996, Dow has sold 580,000 shares of the Issuer's Common Stock, thus reducing its ownership interest to 197,305 shares. Item 4. Purpose of Transaction Dow's acquisition of shares of the Common Stock of the Issuer was made as an investment pursuant to a resolution of Dow's Board of Directors. Dow may continue to buy and sell shares of the Issuer's Common Stock as economic conditions and its own internal decision making policies dictate. Item 5. Interest in Securities of the Issuer (a) As of January 15, 1996 Dow owns 197,305 shares of the Common Stock of the Issuer, representing 1.4%. (b) The response to this Item 5(b) is contained in Items 7, 8, 9 and 10 of the cover which is hereby incorporated by reference. (c) From April 17, 1995 through January 15, 1996 the following number of shares of the Common Stock of the Issuer were sold by Dow in open mutual transactions at the price per share indicated: Date No. of Shares $/Share 4/17/95 10,000 $4.50 4/27/95 10,000 $4.50 5/08/95 10,000 $4.5625 5/22/95 20,000 $4.9375 5/22/95 20,000 $5.75 5/23/95 10,000 $5.75 5/23/95 20,000 $6.00 5/23/95 10,000 $6.00 6/09/95 10,000 $6.00 8/18/95 10,000 $5.75 8/21/95 10,000 $5.75 8/22/95 95,000 $6.4343 8/23/95 20,000 $7.50 8/28/95 5,000 $7.875 9/01/95 10,000 $8.125 9/01/95 15,000 $8.25 9/01/95 5,000 $8.375 9/29/95 10,000 $8.00 9/29/95 10,000 8.125 11/27/95 10,000 $7.50 11/28/95 10,000 $7.625 11/28/95 10,000 $7.75 11/28/95 10,000 $7.875 11/29/95 10,000 $8.25 11/29/95 10,000 $8.125 11/29/95 10,000 $8.00 12/01/95 10,000 $8.375 12/05/95 10,000 $8.625 12/05/95 10,000 $9.500 12/05/95 10,000 $9.250 12/05/95 10,000 $9.125 12/05/95 10,000 $9.000 12/05/95 10,000 $8.875 12/05/95 10,000 $8.750 12/06/95 10,000 $9.625 12/21/95 10,000 $9.000 12/21/95 10,000 $8.875 12/22/95 50,000 $9.50 1/12/96 10,000 $9.875 1/12/96 10,000 $10.000 1/12/96 10,000 $10.125 1/12/96 5,000 $10.25 1/15/96 5,000 $10.25 (d) Not applicable. (e) May 23, 1995. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In connection with Dow's purchase of the Warrant and the Issuer's Common Stock in 1981, Dr. Orrie M. Friedman, President of the Issuer, agreed that, as long as Dow owns at least 2% of the Issuer's Common Stock, he will vote all shares of the Issuer's Common Stock then owned by him in favor of the election of a representative of Dow, reasonably satisfactory to Dr. Friedman, as a director of the Issuer. At the present time, no Dow representative serves on the Issuer's Board. SIGNATURE After due 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: January 23, 1996 THE DOW CHEMICAL COMPANY By: /s/ Name: J. Pedro Reinhard Title: Financial Vice President, Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----