0000062391-95-000033.txt : 19950802 0000062391-95-000033.hdr.sgml : 19950802 ACCESSION NUMBER: 0000062391-95-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950801 SROS: NASD GROUP MEMBERS: HOECHST CORPORATION GROUP MEMBERS: HOECHST MARION ROUSSEL INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONCOGENE SCIENCE INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37954 FILM NUMBER: 95558034 BUSINESS ADDRESS: STREET 1: 106 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553 BUSINESS PHONE: 5162220023 MAIL ADDRESS: STREET 1: 106 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553-3649 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOECHST MARION ROUSSEL INC CENTRAL INDEX KEY: 0000062391 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 440565557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9300 WARD PKWY STREET 2: P O BOX 8480 CITY: KANSAS CITY STATE: MO ZIP: 64114 BUSINESS PHONE: 8169664000 MAIL ADDRESS: STREET 1: PO BOX 8480 CITY: KANSAS CITY STATE: MO ZIP: 64114 FORMER COMPANY: FORMER CONFORMED NAME: MARION MERRELL DOW INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MARION LABORATORIES INC DATE OF NAME CHANGE: 19891218 SC 13D/A 1 MMD/HOECST AMENDMENT 4 TO ONCOGENE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment #4 Under the Securities Exchange Act of 1934 ONCOGENE SCIENCE, INC. ---------------------------- (Name of Issuer) Common Stock par value $.01 per share --------------------------------------------------------------------------- (Title of Class of Securities) 682305 10 7 ----------------- (CUSIP Number) William K. Hoskins, Esq. Harry R. Benz General Counsel Hoechst Corporation Hoechst Marion Roussel, 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) 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 7 There is no Exhibit Index 2 CUSIP No. 682305 10 7 ___________________________________________________________________________ 1) Name of Reporting Person and its Hoechst Marion Roussel, Inc. I.R.S. Identification Number 44-0565557 ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ ] a Member of a Group (b)[ x] ___________________________________________________________________________ 3) SEC Use Only ___________________________________________________________________________ 4) Source of Funds WC ___________________________________________________________________________ 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 1,590,909* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 1,590,909* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 1,590,909* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 9.45% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Includes up to 500,000 shares that may be purchased for $5.50 per share upon the exercise of a Common Stock Purchase Warrant during the five-year period beginning December 11, 1994, and ending December 10, 1999. 3 CUSIP No. 682305 10 7 ___________________________________________________________________________ 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 1,590,909*# Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 1,590,909*# Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 1,590,909*# by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 9.45% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Includes up to 500,000 shares that may be purchased for $5.50 per share upon the exercise of a Common Stock Purchase Warrant during the five-year period beginning December 11, 1994, and ending December 10, 1999. # Hoechst Corporation disclaims beneficial ownership of these securities (See Item 2 (a) - (c), (f)). 4 This Amendment to the Statement on Schedule 13D (the "Schedule 13D") with respect to the Common Stock of Oncogene Science, Inc. (the "Issuer"), of Hoechst Marion Roussel, Inc. ("HMRI", formerly Marion Merrell Dow Inc. ("MMD")) and 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 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 is the owner of the securities to which this Statement relates. This Statement on Schedule 13D is hereby amended by substituting "Hoechst Marion Roussel, Inc." for "Marion Merrell Dow Inc." and "HMRI" for "MMD" wherever such terms appear, unless the context requires otherwise. ITEM 2. IDENTITY AND BACKGROUND. ------- ------------------------ Item 2 of this Schedule 13D is amended to read as follows: (a) - (c), (f) This Schedule is filed on behalf of Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI"), with a principal place of business and principal office located at 9300 Ward Parkway, Kansas City, Missouri 64114-0480. The principal business of HMRI is the discovery, development, manufacturing, marketing, and sale of pharmaceutical compounds for the treatment of human diseases. Information as to the executive officers and directors of HMRI is set forth in Exhibit 99.D hereto. This Schedule also 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.E hereto. Parent beneficially owns 100.0% of the outstanding common stock of HMRI. 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. (d) - (e) During the last five years, neither HMRI, Parent, nor to their knowledge any of the persons listed in Exhibits 99.D and 99.E hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, neither HMRI, Parent, nor to their knowledge any of the persons listed in Exhibits 99.D and 99.E 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 5. INTEREST IN SECURITIES OF THE ISSUER. ------- ------------------------------------- Paragraphs (a), (b), and (c) of Item 5 of this Schedule 13D are amended to read as follows: (a) HMRI beneficially owns 1,090,909 shares of the Issuer's Common Stock, representing approximately 6.7% of the Common Stock outstanding at March 31, 1995, and an option (pursuant to the Warrant) exercisable from December 11, 1994, through December 10, 1999, to purchase an additional 500,000 shares. If the Warrant was exercised to purchase all 500,000 shares, MMD would own approximately 9.45% of the Common Stock outstanding at March 31, 1995, on a fully-diluted basis. Neither Parent nor any executive officer or director of HMRI or 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 beneficial ownership of HMRI stock. All executive officers and directors of HMRI and Parent beneficially own less than 1.0%, in the aggregate, of the outstanding common stock of HMRI. (b) HMRI has sole power to vote and sole power to dispose of the Shares. Neither Parent nor any executive officer or director of either HMRI or 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. (c) None. On July 18, 1995, Acquisition merged with and into HMRI, as a result of which HMRI became a wholly-owned subsidiary of Parent. 6 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 MARION ROUSSEL, INC. Date: July 18, 1995 By: /s/ Rebecca R. Tilden Rebecca R. Tilden Vice President, Assistant General Counsel, and Assistant Secretary 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: July 18, 1995 By: /s/ Harry R. Benz Harry R. Benz Secretary and Treasurer