-----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, J0yZPPdGN+jjA9fZVfK7XKi7/O+yUAtgGRHKwvBs4UBKoWpc0eM1JsxFX9bWdHuk UXKz8dR67TW7R8G7dyGTnA== 0000919574-98-001185.txt : 19981124 0000919574-98-001185.hdr.sgml : 19981124 ACCESSION NUMBER: 0000919574-98-001185 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENTA INCORPORATED /DE/ CENTRAL INDEX KEY: 0000880643 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330326866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42004 FILM NUMBER: 98757592 BUSINESS ADDRESS: STREET 1: 3550 GENERAL ATOMICS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194552700 MAIL ADDRESS: STREET 1: 3550 GENERAL ATOMICS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARMEN GARO H CENTRAL INDEX KEY: 0000935679 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 EAST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE STREET 2: SUITE 918 CITY: NEW YORK STATE: NY ZIP: 10111 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Name of Issuer: Genta Incorporated Title of Class of Securities: Common Stock CUSIP Number: 37245M207 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Garo H. Armen c/o Armen Partners, L.P. 630 Fifth Avenue, Suite 2100 New York, New York 10111 (Date of Event which Requires Filing of this Statement) September 9, 1998 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 line if a fee is being paid with this statement. (A fee is not required only if the filing 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 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 the disclosures provided in a prior cover page. The information required in 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). 2 CUSIP No. 37245M207 1. Name of Reporting Person I.R.S. Identification No. of Above Person Garo H. Armen 2. Check the appropriate box if a member of a group a. b. 3. SEC Use Only 4. SOURCE OF FUNDS WC, AF, PF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization U.S. 7. Sole Voting Power 5,000 8. Shared Voting Power 17,500 9. Sole Dispositive Power 5,000 10. Shared Dispositive Power 17,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 22,500 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 3 13. Percent of Class Represented by Amount in Row (11) .02% 14. Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 CUSIP No. 37245M207 1. Name of Reporting Person I.R.S. Identification No. of Above Person Armen Partners, L.P. 2. Check the appropriate box if a member of a group a. b. 3. SEC Use Only 4. SOURCE OF FUNDS WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization Organized under the laws of Delaware 7. Sole Voting Power 12,500 8. Shared Voting Power 9. Sole Dispositive Power 12,500 10. Shared Dispositive Power 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,500 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 5 13. Percent of Class Represented by Amount in Row (11) .01% 14. Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 The purpose of this Amendment No. 1 to the previously filed Schedule 13D is to report that Armen Partners, L.P. (the "Partnership") and Dr. Garo Armen (together, the "Reporting Persons") are no longer greater than five percent beneficial owners in the common stock (the "Shares") of Genta Incorporated (the "Issuer"). Item 1. SECURITY AND ISSUER No change. Item 2. IDENTITY AND BACKGROUND No change. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, the Partnership owns 12,500 Shares and Dr. Armen is deemed to beneficially own 22,500 Shares. All Shares are in the form of warrants which are convertible at the option of the Reporting Persons. The Shares are held by (i) the Partnership, (ii) Armen Partners Offshore Fund, Ltd. (the "Fund"), an offshore investment fund to which Armen Capital Management Corp. acts as investment manager, and (iii) GHA Management Corporation (the "Corporation"), a corporation wholly- owned by Dr. Armen. The funds for the purchase of the Shares held by the Partnership came from capital contributions to the Partnership by its general and limited partners. The funds for the purchase of the Shares held by the Fund came from contributions by the Fund's shareholders. The funds for the purchase of the Shares held by the Corporation came from Dr. 7 Armen's personal funds. Funds for the purchase of the Shares also came from margin loans entered in the ordinary course of business. Item 4. PURPOSE OF TRANSACTION No change. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, Dr. Armen is deemed to be the beneficial owner of 22,500 Shares, of which the Partnership is deemed to beneficially own 12,500 Shares. Based on information provided by the management of the Issuer, there are believed to be 9,274,964 Shares outstanding. Therefore, Dr. Armen beneficially owns approximately .02% of the outstanding Shares, of which the Partnership beneficially owns .01%. The Reporting Persons have the sole or shared power to vote, direct the vote, dispose of or direct the disposition of all of the Shares that they are deemed to beneficially own. As of September 22, 1998, Dr. Armen was no longer a beneficial owner of more than 5% of the Shares. As of September 9, 1998, the Partnership was no longer an owner of more than 5% of the Shares. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No change. 8 Item 7. Material to be Filed as Exhibits 1. An agreement relating to the filing of a joint statement as required by Rule 13D-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. Attached hereto as Exhibit B is a description of the transactions in the Shares effected by the Reporting Person since the most recent filing on Schedule 13D. Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. November 23, 1998 /s/ Garo H. Armen Garo H. Armen ARMEN PARTNERS, L.P. By: /s/Garo H. Armen Garo H. Armen, General Partner 00875001.AL1 Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated November 23, 1998 relating to the Common Stock of Genta Incorporated shall be filed on behalf of the undersigned. /s/ Garo H. Armen Garo H. Armen ARMEN PARTNERS, L.P. By: /s/Garo H. Armen Garo H. Armen, General Partner 00875001.AL1 EXHIBIT B SCHEDULE OF TRANSACTIONS - Garo H. Armen Shares Acquired Price Per Share Date or (Sold) (Excluding Commissions) 9/9/98 (37,000) $0.9375 9/11/98 (12,500) 0.9375 9/14/98 (7,500) 0.96875 9/16/98 (6,750) 0.9375 9/17/98 (8,650) 0.9375 9/18/98 (11,510) 0.9375 9/22/98 (16,060) 0.9375 9/28/98 (11,980) 0.875 10/12/98 (99,970) 0.9375 00875001.AL1 EXHIBIT B SCHEDULE OF TRANSACTIONS - Armen Partners, L.P. Shares Acquired Price Per Share Date or (Sold) (Excluding Commissions) 9/9/98 (37,000) $0.9375 9/11/98 (12,500) 0.9375 9/14/98 (7,500) 0.96875 9/16/98 (6,750) 0.9375 9/17/98 (8,650) 0.9375 9/18/98 (11,511) 0.9375 9/22/98 (38,439) 0.9375 9/28/98 (20,200) 0.875 10/12/98 (122,351) 0.9375 12 00875001.AL1 -----END PRIVACY-ENHANCED MESSAGE-----