-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kQARsj/mxyTgEjaYIZO5rSFNehHAr/5io0y/0/QMf3dFifLg4ZoQebrYToiwJjdd 7JbFVe4E1oK3K6r21yXC0w== 0000062391-95-000009.txt : 199507100000062391-95-000009.hdr.sgml : 19950710 ACCESSION NUMBER: 0000062391-95-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950707 SROS: NASD GROUP MEMBERS: H PHARMA ACQUISITION CORP. GROUP MEMBERS: HOECHST CORP GROUP MEMBERS: HOECHST CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORTECH INC CENTRAL INDEX KEY: 0000728478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 840894091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44313 FILM NUMBER: 95552706 BUSINESS ADDRESS: STREET 1: 7000 N BROADWAY STREET 2: SUITE 300 CITY: DENVER STATE: CO ZIP: 80221 BUSINESS PHONE: 3036501200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOECHST CORP CENTRAL INDEX KEY: 0000745637 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 221862783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ROUTE 202-206 STREET 2: PO BOX 2500 CITY: SOMERVILLE STATE: NJ ZIP: 08876-1258 BUSINESS PHONE: 9082312000 MAIL ADDRESS: STREET 1: ROUTE 202-206 STREET 2: PO BOX 2500 CITY: SOMERVILLE STATE: NJ ZIP: 08876-1258 SC 13D 1 HOECHST CORP. & H PHARMA CORTECH 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CORTECH, INC. ---------------------------- (Name of Issuer) Common Stock par value $.002 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 22051J 10 0 ----------------- (CUSIP Number) William K. Hoskins, Esq. Harry R. Benz General Counsel Hoechst Corporation Marion Merrell Dow Inc. Route 202-206 9300 Ward Parkway P.O. Box 2500 Kansas City, Missouri 64114 Somerville, NJ 08876-1258 (816) 966-4000 (517) 636-1000 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 28, 1995 ------------------------------------------------------- (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)(4)(i)(A) or (B), check the following box. [ ] Check the following box if a fee is being paid with this statement [ X ]. Page 1 of 15 Exhibit Index is at page 9 2 CUSIP No. 22051J 10 0 ___________________________________________________________________________ 1) Name of Reporting Person and its Hoechst Corporation I.R.S. Identification Number 22-1862783 ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ X ] a Member of a Group (b)[ ] ___________________________________________________________________________ 3) SEC Use Only ___________________________________________________________________________ 4) Source of Funds Not applicable ___________________________________________________________________________ 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 ___________________________________________________________________________ 7) Sole Voting Power 1,919,333* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 1,919,333* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 1,919,333* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 13.5% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Includes 562,576 shares that may be acquired upon exercise of stock purchase warrants. 3 CUSIP No. 22051J 10 0 ___________________________________________________________________________ 1) Name of Reporting Person and its H Pharma Acquisition Corp. I.R.S. Identification Number 51-0363736 ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ X ] a Member of a Group (b)[ ] ___________________________________________________________________________ 3) SEC Use Only ___________________________________________________________________________ 4) Source of Funds Not applicable ___________________________________________________________________________ 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 ___________________________________________________________________________ 7) Sole Voting Power 1,919,333* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 1,919,333* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 1,919,333* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 10.7% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Includes 562,576 shares that may be acquired upon exercise of stock purchase warrants. 4 This Statement on Schedule 13D (the "Schedule 13D") with respect to the Common Stock of Cortech, Inc. (the "Issuer"), is filed jointly by Hoechst Corporation, a Delaware corporation ("Parent"), and H Pharma Acquisition Corporation, a Delaware corporation ("Acquisition"). This Statement is filed solely to report the possible deemed acquisition of indirect beneficial ownership of securities of the Issuer by Parent and Acquisition due to their acquisition of a majority beneficial ownership interest in Marion Merrell Dow Inc. ("MMD"), which owns securities of the Issuer with respect to which it has filed a Statement on Schedule 13G. ITEM 1. SECURITY AND ISSUER. - ------- -------------------- The securities to which this Schedule relates are 1,919,333 shares (the "Shares") of common stock, par value $.002 per share ("Common Stock"), of Cortech, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are at 6850 North Broadway, Unit G, Denver, Colorado 80221. ITEM 2. IDENTITY AND BACKGROUND. - ------- ------------------------ (a) - (c), (f) This Schedule is filed on behalf of Hoechst Corporation, a Delaware corporation ("Parent"), and H Pharma Acquisition Corp., a Delaware corporation ("Acquisition") and wholly owned subsidiary of Parent. Parent is a wholly owned subsidiary of Hoechst Aktiengesellschaft, a German corporation ("Hoechst AG"). Parent is a holding company for most of the U.S. operations of Hoechst AG, a multinational pharmaceutical and chemical company headquartered in Frankfurt, Germany. Acquisition is a recently organized corporation that has not conducted any business except in connection with the acquisition of MMD common stock by Acquisition. The principal place of business and principal office of each of Parent and Acquisition is Route 202-206, Somerville, New Jersey 08876-1258. Information as to the executive officers and directors of Parent and Acquisition is set forth in Exhibit 99.A hereto. Parent and Acquisition beneficially own an aggregate of approximately 71.0% of the outstanding common stock of MMD. Parent and Acquisition are filing this Schedule with respect to their possible deemed indirect ownership of MMD's holdings of the Shares; however, Parent and Acquisition disclaim beneficial ownership of such securities. Information regarding MMD's ownership of securities of the Issuer is set forth in MMD's Statement on Schedule 13G dated February 10, 1993, as subsequently amended. (d) - (e) During the last five years, neither Parent nor Acquisition nor, to their knowledge, any of the persons listed in Exhibit 99.A hereto has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, neither Parent nor Acquisition nor, to their knowledge, any of the persons listed in Exhibit 99.A hereto has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of them was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 5 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. - ------- -------------------------------------------------- Not applicable. ITEM 4. PURPOSE OF TRANSACTION. - ------- ----------------------- Information regarding the transactions pursuant to which Parent and Acquisition acquired beneficial ownership of MMD securities is set forth in their Statement on Schedule 13D dated May 3, 1995, with respect to securities of MMD. Their possible deemed acquisition of beneficial ownership of securities of the Issuer is solely incidental to their acquisition of MMD securities. Neither Parent nor Acquisition currently has any plans or proposals that relate to or would result in any of the events described in paragraphs (a) through (j) of this Item. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. - ------- ------------------------------------- (a) The Shares represent approximately 10.7 percent of the Issuer's Common Stock outstanding at March 31, 1995. Neither Parent, Acquisition, nor any executive officer or director of Parent or Acquisition beneficially owns any of the Shares other than through their beneficial ownership of MMD stock or stock of Hoechst AG. Neither Parent nor Acquisition beneficially owns any other shares of Common Stock except through its beneficial ownership of MMD stock. (b) MMD has sole power to vote and sole power to dispose of the Shares. Neither Parent, Acquisition, nor any executive officer or director of either Parent or Acquisition has any power to vote or to direct the vote, or to dispose or to direct the disposition of, the Shares except to the extent that Parent, Acquisition, or any such executive officer or director may be deemed to have any such power by reason of such person's relationship to or position with MMD, Parent, or Acquisition. (c) None. On June 28, 1995, Acquisition purchased approximately 71 percent of the outstanding common stock of MMD, as a result of which Parent and Acquisition may be deemed indirectly to beneficially own the Shares. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH - ------- RESPECT TO SECURITIES OF THE ISSUER. --------------------------------------------------------------- Except for the possible deemed beneficial ownership of securities of the Issuer by Parent and Acquisition as a result of their beneficial ownership of MMD securities, there are no contracts, arrangements, understandings or relationships between or among Parent and/or Acquisition and any other person with respect to any securities of the Issuer. 6 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - ------- --------------------------------- Exhibit 99.A Information concerning directors and executive officers of Parent, Acquisition, and Hoechst AG. Exhibit 99.B Agreement to File Jointly dated June 28, 1995, by and between Parent and Acquisition. 7 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. HOECHST CORPORATION Date: June 28, 1995 By: /s/ Harry R. Benz Harry R. Benz Secretary and Treasurer 8 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. H PHARMA ACQUISITION CORP. Date: June 28, 1995 By: /s/ David A. Jenkins David A. Jenkins Vice President and Secretary 9 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ------------ --------- 99.A Information concerning directors and executive 10 officers of Parent, Acquisition, and Hoechst AG. 99.B Agreement to File Jointly by and between 15 Parent and Acquisition dated June 28, 1995 EX-99 2 99.A DIRECTORS AND OFFICERS 10 EXHIBIT 99.A CERTAIN INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS 1. Directors and Executive Officers of Hoechst AG. ----------------------------------------------- The following table sets forth the name, business address, present principal occupation or employment of each member of the Supervisory Board and the Board of Management (substantially the same as directors and executive officers) of Hoechst AG. All of the members of the Supervisory Board and the Board of Management are citizens of Germany except for Messrs. Furgler, Hussain, and Drew who are citizens of Switzerland, Kuwait and the United States, respectively. Unless otherwise indicated, the business address of each of the individuals named below is Hoechst AG, 65926 Frankfurt Main, Germany, and each occupation set forth opposite the individual's name refers to employment with Hoechst AG. Name and Business Address Principal Present Occupation - ------------------------- ---------------------------- SUPERVISORY BOARD Erhard Bouillon Chairman of the Supervisory Board Willi Esser Mechanic; Member of the Central Works Council of Hoechst AG Dr. -Ing. E.h. Member of the Supervisory Board Werner H. Dieter Mannesmann AG Postfach 10 36 41 40027 Dusseldorf Germany Dietrich-Kurt Frowein Member of the Board of Management of Commerzbank AG Commerzbank AG Postfach 10 05 05 60005 Frankfurt am Main Germany Dr. iur. Dr. h.c. mult. Member of the Supervisory Board Kurt Furgler DoufourstraBe 34 Scoitzerland CH-9000 St. Gallen Switzerland Prof. Dr. rer. nat. Member of the Supervisory Board Dr. -Ing. E.h. Heinz Harnisch Jugen Hilger Member of the Central Works Council of Hoechst AG Dr. rer. nat. Graduate Chemist; Chairman of Ingolf Hornke the Senior Executives' Committee of Hoechst AG 11 Hani Abdul-Aziz Hussain Managing Director - Marketing Petrochemical Kuwait Petroleum Corp. Industries Co. (K.S.C.), Kuwait P.O. Box 26565 Safat -- Kuwait Hermann-Heinz Konrad Graduate Engineer; Deputy Chairman of the Senior Executives' Committee of Hoechst AG Rainer Kumlehn Electrician; Regional Head of the IG Chemie- IG Chemie-Papier Papier-Keramik Hessen Keramik Hessen Wilhelm-Lerner-StraBe 69-7 60329 Frankfurt am Main Germany Prof. Dr. rer. nat. University of Konstanz; Biology Department Dr. rer. nat. h.c. Hubert Markl HollanderstraBe 22 78465 Konstanz Germany Juergen Sarrazin Chairman of the Board of Managing Directors Dresdner Bank AG of Dresdner Bank AG Jergen-Ponto Platz D-60301 frankfurt am Main Germany Egon Schaefer Electrician; Deputy Chairman of IG Chemie- IG Chemie-Papier-Keramik Papier-Keramik Postfach 30 30030 Hannover Germany Dr. jur. Chairman of the Board of Management of Hans-Juergen Schinzler Muenchener Ruckversicherungs-Gesellschaft Muenchener Ruckversicherungs-Gesellschaft 80791 Munchen Germany Konrad Starnecker Skilled Chemical Plant Operative; Member of Furstbert 1 the Central Works Council of Hoechst AG 84556 Kastl, Kr. Altotting Germany Wolfgang Vetter Fitter; Member of the Central Germany Works LinkstraBe 1 Council of Works Council of Hoechst AG 65933 Frankfurt am Main Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc. J.P. Morgan & Co. Inc. 60 Wall Street New York, New York 10260-0060 12 Arnold Weber Chairman of the Central Works Council of Rauenthaler 31 Hoechst AG 60529 Frankfurt am Main Germany Adam Wegehingel Member of the Central Works Council of Hoechst AG Hoechst AG Werk Gersthofen Adolph von Baeyer Str. 3 866369 Gersthofen Germany BOARD OF MANAGEMENT Juergen Dormann Chairman of the Board of Management Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals, Specialty Chemicals, Technical Polymers Divisions Prof. Dr. rer. nat. Member of the Board of Management; Utz-Hellmuth Felcht Director of Personnel; Research; Herberts, SGL Carbon, Hoechst CeramTec Dr. jur. Martin Fruehauf Member of the Board of Management; Finance and Accounts, Legal Matters, Patents, Taxes, Insurance Dr. rer. pol. Deputy Chairman of the Board of Management; Guenter Metz Fibres and Fibre Intermediates, Plastics and Films Divisions; the Americas Dipl. -Kfm. Member of the Board of Management; Justus Mische Europe, Africa; Materials Management Dr. rer. nat. Member of the Board of Management; Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions; Schwarzkopf Dr. -Ing. Member of the Board of Management; Messer Ernst Schadow Griesheim, Uhde; Engineering and Environmental Protection; Hoechst Site Dipl.-Ing. Member of the Board of Management; Asia; Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and Communication 2. Directors and Executive Officers of Hoechst Corporation. -------------------------------------------------------- The following table sets forth the name and present principal occupation or employment of each director and executive officer of Hoechst Corporation. All such directors and officers are citizens of the United States, except Messrs. Engels, Felcht, Fruehauf, Metz, Schmieder, Seifert and Warning who are citizens of Germany. The business address of Messrs. Benz, Engels, Kennedy, Harris, Schmieder and Warning is Hoechst Celanese Corporation ("HCC"), Route 202-206, P.O. Box 2500, Somerville, New Jersey 08876-1258, and the business address of Messrs. Drew, Felcht, Fruehauf, Metz and Seifert is Hoechst AG, 65926 Frankfurt Main, Germany. 13 Name/Position with Parent Principal Present Occupation - ------------------------- ---------------------------- Harry R. Benz Senior Vice President - Finance, Director, Secretary and Chief Financial Officer and Director - HCC Treasurer Dr. Ernest H. Drew, Ph.D. See "Directors and Executive Officers of Director Hoechst AG" Karl G. Engels President, Chief Executive Officer and Director Director - HCC Prof. Dr. rer. nat. Utz- See "Directors and Executive Officers of Hellmuth Felcht Hoechst AG" Director Dr. jur. Martin Fruehauf See "Directors and Executive Officers of Director Hoechst AG" Thomas F. Kennedy Executive Vice President and Director - HCC Director William B. Harris Senior Vice President and Director - HCC Director Dr. rer. pol. See "Directors and Executive Officers of Guenter Metz Hoechst AG" Chairman of the Board and President Dr. Klaus Schmieder Vice President and Treasurer - HCC Assistant Treasurer Dr. rer. nat. Karl-Gerhard See "Directors and Executive Officers of Seifert Hoechst AG" Director Dr. Klaus Warning Vice President and Director - HCC Director 3. Directors and Executive Officers of H Pharma Acquisition Corp. -------------------------------------------------------- The following table sets forth the name and present principal occupation or employment of each director and executive officer of H Pharma Acquisition Corp. All such directors and officers are citizens of the United States, except Mr. Schmieder who is a citizen of Germany. The business address of each of the individuals named below is Route 202-206, P.O. Box 2500, Somerville, New Jersey 08876-1258. Name/Position with Acquisition Principal Present Occupation - ------------------------------ ---------------------------- Harry R. Benz See "Directors and Executive Officers of Director and President Hoechst Corporation" 14 David A. Jenkins Vice President, General Counsel and Director, Vice President and Director - HCC Secretary Dr. Klaus Schmieder See "Directors and Executive Officers of Vice President and Treasurer Hoechst Corporation" Karen J. Weiner Vice President and General Counsel, Life Vice President and Assistant Sciences Group - HCC Secretary EX-99 3 99.B AGMT TO FILE JOINTLY 15 EXHIBIT 99.B AGREEMENT TO FILE JOINTLY We, the undersigned, hereby express our agreement that the attached Schedule 13D is filed on behalf of each of us. HOECHST CORPORATION Date: June 28, 1995 By: /s/ Harry R. Benz Harry R. Benz Secretary and Treasurer H PHARMA ACQUISITION CORP. Date: June 28, 1995 By: /s/ David A. Jenkins David A. Jenkins Vice President and Secretary -----END PRIVACY-ENHANCED MESSAGE-----