-----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, QEy1xg6cHycNbdOl2d0A3HErJOYItrdhOPCFjsmdNl3djxZ/cRkfW4etPlTXSXqJ wMdvKxkx6vuYcnI7JwHhgQ== 0000950103-99-000519.txt : 19990607 0000950103-99-000519.hdr.sgml : 19990607 ACCESSION NUMBER: 0000950103-99-000519 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENENTECH INC CENTRAL INDEX KEY: 0000318771 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942347624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-32488 FILM NUMBER: 99640784 BUSINESS ADDRESS: STREET 1: 460 POINT SAN BRUNO BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4152251000 MAIL ADDRESS: STREET 1: 460 POINT SAN BRUNO BLVD STREET 2: . CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROCHE HOLDINGS INC CENTRAL INDEX KEY: 0000904566 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 510304944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 410 S STATE STREET CITY: DOVER STATE: DE ZIP: 19901 BUSINESS PHONE: 2124504336 MAIL ADDRESS: STREET 1: 410 S STATE ST CITY: DOVER STATE: DE ZIP: 19901 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 17) GENENTECH, INC. - -------------------------------------------------------------------------------- (Name of Issuer) CALLABLE PUTABLE COMMON STOCK $.02 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 368710307 - -------------------------------------------------------------------------------- (CUSIP Number) Peter R. Douglas Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Tel. No.: (212) 450-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 3, 1999 - -------------------------------------------------------------------------------- (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. This document is being electronically filed with the Commission using the EDGAR system.. See Rule 13d-1 (a) for other parties to whom copies are to be sent. *The remainder of this cover page should 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. 368710307 13D Page 2 of 5 Pages - ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Roche Holdings, Inc. 51-0304944 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS BK, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 6,246,000 shares of putable callable common SHARES stock BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER 0 EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 6,246,000 shares of putable callable PERSON WITH common stock ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,246,000 Shares of Callable Putable Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.16% of Callable Putable Common Stock - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- 2 The following information amends and supplements the Schedule 13D dated September 11, 1990, as previously amended (as so amended, the "Schedule 13D"). Item 1. Security and Issuer. This statement relates to the Callable Putable Common Stock, par value $0.02 per share (the "Special Common Stock" and together with the common stock, par value $0.02 per share (the "Common Stock"), the "Equity") of Genentech, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 1 DNA Way, South San Francisco, California 94080. Item 2. Identity and Background. This statement is filed by Roche Holdings, Inc., a Delaware corporation ("Roche") and wholly owned subsidiary of Roche Finance Ltd, a Swiss corporation ("Finance") and wholly owned subsidiary of Roche Holding Ltd, a Swiss corporation ("Holding"). Mr. Kurt Jenny, an individual and citizen of Switzerland ("Mr. Jenny") has, pursuant to an agreement, the power to vote a majority of the voting securities of Holding. Roche, Finance, Holding and Mr. Jenny are herein referred to collectively as the "Reporting Persons". The address of the principal offices of Roche is 15 East North Street, Dover, Delaware 19901. The address of the principal offices of Finance is Grenzacherstrasse 122, Basel, Switzerland. The address of the principal offices of Holding is Grenzacherstrasse 124, Basel 4058, Switzerland. The business address of Mr. Jenny is Aeschengraben 18, 4051 Basel, Switzerland. Except as described below, none of the Reporting Persons, nor, to the best knowledge of any of the Reporting Persons, any executive officer, director, or controlling person of any Reporting Person has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 United States federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Consideration The aggregate amount of funds required for the Redemption referred to below will be equal to the product of (a) $82.50 and (b) the number of shares of Special Common Stock outstanding, less the number of shares of Special Common Stock deposited by Roche with the Depositary as provided (and defined) in the Company's Certificate of Incorporation. These funds are expected to be provided by Roche, and are expected to be obtained from bank borrowings and from working capital. Item 4. Purpose of Transaction The Special Common Stock is subject to redemption by the Company (the "Redemption"). Holding has announced its intention that the Company effect the Redemption, the purpose of which is to cause the entire equity interest in the Company to be owned by Roche and Holding. In connection with the Redemption, it is expected that the Special Common Stock will cease to be listed on the New York Stock Exchange and registered under the Securities Exchange Act. 3 Item 5. Interest in the Securities of the Issuer. (a) Roche is the beneficial owner of 6,426,200 shares of the Special Common Stock (approximately 12.16% of the 51,346,989 shares of Special Common Stock outstanding as of March 31, 1999 according to the Company's Form 10-Q for the quarter then ended). Roche is also the beneficial owner of 76,621,009 shares of Common Stock, which represent 100% of the Common Stock outstanding. Except as set forth herein, neither the Reporting Persons nor any other person controlling the Reporting Persons nor, to the best of their knowledge, any of the persons named in Schedules A, B and C hereto beneficially owns any shares of Common Stock, except that Dr. Franz B. Humer (on behalf of Roche and not individually) has been granted stock options by the Company to purchase 15,000 shares of Special Common Stock at $48.875, all of which are issuable under currently exercisable stock options, and 20,000 shares of Special Common Stock at $53.00 per share, 15,000 of which are issuable under currently exercisable stock options, and 5,000 of which are not issuable under currently exercisable stock options or options exercisable within sixty days of the date hereof, and Mr. Jonathan Knowles (on behalf of Roche and not individually) has been granted stock options by the Company to purchase 20,000 shares of Special Common Stock at $67.06, 5,000 of which are issuable under currently exercisable stock options, and 15,000 of which are not issuable under currently exercisable stock options or options exercisable within sixty days of the date hereof. (b) Except as otherwise described herein, none of the Reporting Persons has any sole or shared power to vote or to direct the vote of any shares of Common Stock or sole or shared power to dispose of or direct the disposition of any shares of Common Stock. (c) No transactions in shares of Common Stock have been effected during the past 60 days by the Reporting Persons nor any other person controlling the Reporting Persons nor, to the best of their knowledge, any of the persons named in Schedules A, B and C hereto. (d) Not applicable. (e) After the Redemption, the Special Common Stock will cease to be outstanding. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between any of such persons and any other person with respect to any securities of the Company except as referred to or described herein, in the Schedule 13D and previous amendments thereto. Item 7. Material Filed as Exhibits. 99.1 Press release dated June 3, 1999. 4 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 accurate. Dated: June 4 , 1999 ROCHE HOLDINGS, INC. By: /s/ Dr. Henri B. Meier ------------------------------- Name: Dr. Henri B. Meier Title: Vice President and Treasurer 5 SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS(*) OF ROCHE HOLDINGS, INC. -------------------- The names of the Directors and the names and titles of the Executive Officers of Roche 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 Roche Holding Ltd. Unless otherwise indicated, each occupation set forth opposite an individual's name refer to Roche Holding Ltd and each individual is a Swiss citizen, except that Mr. Schiller is a citizen of the United States. Director's Name Business Address Principal Occupation - -------------------------------- --------------------------- -------------------------- *Dr. h.c. Fritz Gerber Chairman of the Board (President) *Dr. Henri B. Meier Chief Financial Officer (Vice President and Treasurer) Peter N. Schiller Hoffstots Lane Attorney-at-Law Sands Point, New York 11050 Mr. Marcel Kohler One Commerce Center Secretary Suite 1050 Wilmington, DE 19801
SCHEDULE B EXECUTIVE OFFICERS AND DIRECTORS(*) OF ROCHE FINANCE LTD. ------------------ The names of the Directors and the names and titles of the Executive Officers of Roche Finance Ltd 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 Roche Holding Ltd. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Roche Holding Ltd and each individual is a Swiss citizen. Director's Name Business Address Principal Occupation - -------------------------------- --------------------------- -------------------------- *Dr. h.c. Fritz Gerber Chairman of the Board (President) *Dr. Andres F. Leuenberger Vice Chairman of the Board *Dr. Henri B. Meier Chief Financial Officer
SCHEDULE C EXECUTIVE OFFICERS AND DIRECTORS(*) OF ROCHE HOLDING LTD. ------------------ The names of the Directors and the names and titles of the Executive Officers of Roche Holding Ltd 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 Roche Holding Ltd. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Roche Holding Ltd and each individual is a Swiss citizen. Director's Name Business Address Principal Occupation - -------------------------------- --------------------------- -------------------------- *Dr. h.c. Fritz Gerber Chairman of the Board *Dr. Andres F. Leuenberger Vice Chairman of the Board *Mr. Rolf Haenggi Vice Chairman of the Board *Mr. Andre Hoffmann La Masselaz Venture Capitalist CH-1126 Vaux sur Morges *Dr. Franz B. Humer Member of the Executive Committee, Chief Executive Officer, and Head of Pharmaceuticals Division *Prof. Kurt Jenny Aeschengraben 18 Lawyer 4051 Basel, Switzerland *Dr. Henri B. Meier Member of the Executive Committee, Chief Financial Officer *Dr. Andreas Oeri Clarahofweg 19 a Surgeon 4005 Basel, Switzerland *Prof. Werner Stauffacher University of Basel Head of Department Research Hebelstrasse 32 4056 Basel, Switzerland *Prof. Charles Weissmann University of Institut fur Professor Zurich Molekularbiologie I der Universitaet Zurich Hoenggerberg 8093 Zurich, Switzerland Dr. Markus Altwegg Member of the Executive Committee, Head of Vitamins and Fine Chemicals Division Mr. Otto A. Meile Member of the Executive Committee, Head of Diagnostics Division Prof. Jonathan Knowles Member of the Executive Committee, (U.K. citizen) Head of Research Director's Name Business Address Principal Occupation - -------------------------------- --------------------------- -------------------------- Dr. Daniel Villiger Member of the Executive Committee, Head of Human Resources / Communications
EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 Press Release Basel, June 3, 1999 Roche intends to exercise its Genentech call option Roche will continue Genentech as an independent company through the subsequent public offering of Genentech shares Roche today announced the intention to exercise its option to have Genentech, Inc. (NYSE:GNE) redeem all of Genentech's shares not owned by Roche, based on the terms of the agreement it reached with the US biotechnology company in 1990 and renegotiated in 1995. In addition, after the redemption is completed, Roche intends to publicly sell up to 19% of Genentech shares and continue the company as a publicly traded, independent legal entity. Roche will complete the purchase of Genentech according to its longstanding option agreement, however Roche intends to publicly sell the shares with a filing of the registration statement by mid-June. "We believe in the value and unique culture of Genentech", said Franz B. Humer, Roche's chief executive officer. "By publicly selling a portion of shares, the US biotechnology pioneer will maintain its independent operations as it continues to pursue its mission to provide important products for patients and an opportunity for financial growth. Roche looks forward to continuity of management under the leadership of Arthur Levinson." "We are very pleased with the plan to sell publicly a portion of Genentech's stock, which will allow us to continue our work as an independent company", said Arthur D. Levinson, Ph.D., Genentech's president and chief executive officer. "This new arrangement with Roche will allow us to continue to implement our strategic plan focused on bringing important new products to patients and increased value to shareholders." Roche expects to publicly sell Genentech shares after the redemption is completed and the registration statement is filed, which is expected by mid-June. The public offering will be made only by means of a prospectus. Roche will remain the majority shareholder of Genentech, and there will be no future put or call agreements in place. Upon receiving the official call notification from Roche, Genentech will redeem its shares of Callable Putable Common Stock. Genentech will send a redemption notice to each shareholder informing them of the process to redeem the shares for $82.50 each. Genentech will appoint a depository that will receive the funds from Roche to pay each shareholder. -----END PRIVACY-ENHANCED MESSAGE-----