SC 13G 1 genta-13g.txt GENTA 13G 6/2/02 =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Genta Incorporated --------------------------------------- (Name of Issuer) COMMON STOCK, $.001 PAR VALUE --------------------------------------------------------------------------- (Title of Class of Securities) 37245m207 ----------------- (CUSIP Number) May 29, 2002 ------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ x ] Rule 13d-1(c) [ ] Rule 13d-1(d) =========================================================================== Page 1 of 6 There are no Exhibits CUSIP No. 37245m207 1) Name of Reporting Person and its Aventis I.R.S. Identification Number _____________________________________________________________________________ 2) Check the Appropriate Box if (a)[ ] a Member of a Group (b)[ x ] _____________________________________________________________________________ 3) SEC Use Only _____________________________________________________________________________ 4) Citizenship or Place of Organization France _____________________________________________________________________________ 5) Sole Voting Power 6,665,498 Number of __________________________________________________ Shares Beneficially 6) Shared Voting Power 0 Owned by ___________________________________________________ Each Reporting 7) Sole Dispositive Power 6,665,498 Person With___________________________________________________________________ 8) Shared Dispositive Power 0 ______________________________________________________________________________ 9) Aggregate Amount Beneficially Owned 6,665,498 by Each Reporting Person ______________________________________________________________________________ 10) Check Box If the Aggregate Amount [ ] in Row (9) Excludes Certain Shares ______________________________________________________________________________ 11) Percent of Class Represented 9.1% by Amount in Row (9) ______________________________________________________________________________ 12) Type of Reporting Person CO ______________________________________________________________________________ CUSIP No. 37245m207 ITEM 1(a). NAME OF ISSUER: --------- --------------- Genta Incorporated ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: --------- ----------------------------------------------- 2 Connell Drive Berkeley Heights, New Jersey 07922 ITEM 2(a). NAME OF PERSON FILING: --------- --------------------- Aventis ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: ---------- ----------------------------------------------------------- Aventis Espace Europeen de l' Entreprise 16 avenue de l' Europe 67300 Schiltigheim, France ITEM 2(c). CITIZENSHIP: --------- ----------- France ITEM 2(d). TITLE OF CLASS OF SECURITIES: --------- ---------------------------- Common Stock, $.001 Par Value ITEM 2(e): CUSIP NUMBER: --------- ------------ 37245m207 CUSIP No. 37245m207 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b) OR 13D-2(b) ------ ---------------------------------------------------------------- Not Applicable ITEM 4. OWNERSHIP: ------ --------- (a): AMOUNT BENEFICIALLY OWNED: 6,665,498 Shares Of Common Stock. (b): PERCENT OF CLASS: 9.1% based on the number of shares outstanding as of May 10, 2002, as set forth in the Issuer's most recent periodic report (c): NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or to direct the vote: 6,665,498 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 6,665,498 (iv) Shared power to dispose or to direct the disposition of: 0 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS ------ -------------------------------------------- Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. ------ --------------------------------------------------------------- Not Applicable CUSIP No. 37245m207 ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ------ ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY --------------------------------------------------------- Aventis (Ireland) Limited, a corporation organized under the laws of Ireland and a wholly-beneficially-owned subsidiary of Aventis, is the record owner of the securities to which this statement relates. Its address is Citywest Business Campus, Dublin 24, Ireland. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP ------ --------------------------------------------------------- Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP. ------ ------------------------------- Not Applicable ITEM 10. CERTIFICATION. ------- ------------- By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of Aventis (the "Reporting Person") hereby constitutes and appoints Gerald P. Belle, Edward H. Stratemeier, and Owen K. Ball, Jr., or any of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place, and stead, in any and all capacities, to sign, execute, and file this Schedule of Beneficial Ownership on Form 13G, as amended, and any or all amendments thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done. CUSIP No. 37245m207 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. AVENTIS By: /S/ Dirk Oldenburg Executive Vice President General Counsel Date: June 3, 2002