0000062391-95-000029.txt : 19950802 0000062391-95-000029.hdr.sgml : 19950802 ACCESSION NUMBER: 0000062391-95-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950801 SROS: NASD 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44313 FILM NUMBER: 95557984 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/A 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/A 1 HOECHST CORP AMENDMENT 1 TO CORTECH 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment #1 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) Harry R. Benz Hoechst Corporation Route 202-206 P.O. Box 2500 Somerville, NJ 08876-1258 (517) 636-1000 --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 18, 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 [ ]. Page 1 of 5 There is no Exhibit Index 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)[ ] a Member of a Group (b)[ x ] ___________________________________________________________________________ 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. # Hoechst Corporation disclaims beneficial ownership of these securities (See Item 2 (a) - (c), (f)). 3 This Amendment to the Statement on Schedule 13D (the "Schedule 13D") with respect to the Common Stock of Cortech, Inc. (the "Issuer"), of Hoechst Corporation, a Delaware corporation ("Parent"), is filed to report a change in the form of Parent's possible deemed beneficial ownership of the Issuer's securities resulting from the merger on July 18, 1995, of H Pharma Acquisition Corporation, a Delaware corporation and formerly a wholly-owned subsidiary of Parent ("Acquisition"), with and into Marion Merrell Dow Inc. ("MMD"), as a result of which Acquisition ceased to exist as a separate entity, MMD became a wholly-owned subsidiary of Parent, and MMD changed its name to Hoechst Marion Roussel, Inc. ("HMRI"). HMRI is the owner of the securities to which this Statement relates, with respect to which HMRI (as MMD) has filed a Statement on Schedule 13G. ITEM 2. IDENTITY AND BACKGROUND. ------- ------------------------ Item 2 of this Statement on Schedule 13D is hereby amended to read as follows: (a) - (c), (f) This Schedule is filed on behalf of Hoechst Corporation, a Delaware corporation ("Parent") and 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. The principal place of business and principal office of Parent is Route 202-206, Somerville, New Jersey 08876-1258. Information as to the executive officers and directors of Parent is set forth in Exhibit 99.A hereto. Parent beneficially owns 100.0% of the outstanding common stock of Hoechst Marion Roussel, Inc. ("HMRI"), which owns the securities to which this Statement relates. Parent is filing this Schedule with respect to its possible deemed indirect ownership of HMRI's holdings of the Shares; however, Parent disclaims beneficial ownership of such securities. Information regarding HMRI's ownership of securities of the Issuer is set forth in HMRI's Statement on Schedule 13G dated February 10, 1993, as subsequently amended. (d) - (e) During the last five years, neither Parent nor, to its 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, to its 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. ITEM 4. PURPOSE OF TRANSACTION. ------- ----------------------- Item 4 of this Statement on Schedule 13D is hereby amended to read as follows: Information regarding the transactions pursuant to which Parent acquired beneficial ownership of HMRI securities is set forth in Parent's Statement on Schedule 13D dated May 3, 1995, with respect to securities of HMRI. Parent's possible deemed acquisition of beneficial ownership of 4 securities of the Issuer is solely incidental to its ownership of HMRI securities. Parent currently has no 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. ------- ------------------------------------- Paragraphs (a) and (b) of Item 5 of this Statement on Schedule 13D are hereby amended to read as follows: (a) The Shares represent approximately 10.7 percent of the Issuer's Common Stock outstanding at March 31, 1995. Neither Parent nor any executive officer or director of Parent beneficially owns any of the Shares other than through their beneficial ownership of HMRI stock or stock of Hoechst AG. Parent does not beneficially own any other shares of Common Stock except through its ownership of HMRI stock. (b) HMRI has sole power to vote and sole power to dispose of the Shares. Neither Parent nor any executive officer or director of Parent 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 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 HMRI or Parent. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH ------- RESPECT TO SECURITIES OF THE ISSUER. --------------------------------------------------------------- Item 6 of this Statement on Schedule 13D is hereby amended to read as follows: Except for the possible deemed beneficial ownership of securities of the Issuer by Parent as a result of Parent's beneficial ownership of HMRI securities, there are no contracts, arrangements, understandings or relationships between Parent and any other person with respect to any securities of the Issuer. 5 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: July 18, 1995 By: /s/ Harry R. Benz Harry R. Benz Secretary and Treasurer