-----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, VucHeHi3bHjFkz857okB5h1aR5J+TThxa4OpK1eCp9IyW/0fUdZVjgHA7ePXFjhQ 3BEezjYlrMyUYNB8C7xi+g== 0000062391-97-000004.txt : 19970110 0000062391-97-000004.hdr.sgml : 19970110 ACCESSION NUMBER: 0000062391-97-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970109 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENSIA INC CENTRAL INDEX KEY: 0000807873 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330176647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43145 FILM NUMBER: 97503233 BUSINESS ADDRESS: STREET 1: 9360 TOWNE CENTRE DR CITY: SAN DIEGO STATE: CA ZIP: 92121-3030 BUSINESS PHONE: 6195468300 MAIL ADDRESS: STREET 1: 9360 TOWNE CENTRE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: GENSIA PHARMACEUTICAL INC DATE OF NAME CHANGE: 19930701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HMR PHARMA INC CENTRAL INDEX KEY: 0001030157 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10236 MARION PARK DRIVE STREET 2: P O BOX 9627 CITY: KANSAS CITY STATE: MO ZIP: 64134-0627 BUSINESS PHONE: 8169665000 MAIL ADDRESS: STREET 1: 10236 MARION PARK DRIVE STREET 2: P O BOX 9627 CITY: KANSAS CITY STATE: MO ZIP: 64134-0627 SC 13D 1 GENSIA SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GENSIA, INC. ---------------------------- (Name of Issuer) Common Stock par value $.01 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 372450 10 6 ----------------- (CUSIP Number) William K. Hoskins, Esq. General Counsel, HMR Pharma, Inc. 10236 Marion Park Drive Kansas City, Missouri 64137-1405 (816) 966-4000 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1996 ------------------------------------------------------- (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. [ ] Page 1 of 10 Exhibit Index is at Page 6 2 CUSIP No. 372450 10 6 ___________________________________________________________________________ 1) Name of Reporting Person and its HMR Pharma, Inc. I.R.S. Identification Number Applied for ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ ] 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 3,397,061 Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 3,397,061 Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 3,397,061 by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 9.2% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ 3 This Statement on Schedule 13D (the "Schedule 13D") with respect to the Common Stock of Gensia, Inc. (the "Issuer"), is filed by HMR Pharma, Inc., a Delaware corporation ("Pharma"), solely to report the possible deemed acquisition of indirect beneficial ownership of securities of the Issuer by Pharma due to its acquisition of a majority beneficial ownership interest in Hoechst Marion Roussel, Inc. ("HMRI"), which owns securities of the Issuer with respect to which it has filed a Statement on Schedule 13G. The filing of this Statement on behalf of Pharma shall not be construed as an admission that Pharma is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Statement. ITEM 1. SECURITY AND ISSUER. - ------- -------------------- The securities to which this Schedule relates are 3,397,061 shares (the "Shares") of common stock, par value $.01 per share ("Common Stock"), of Gensia, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are at 11025 Roselle Street, San Diego, California 92121. ITEM 2. IDENTITY AND BACKGROUND. - ------- ------------------------ (a) - (c), (f) This Schedule is filed on behalf of HMR Pharma, Inc., a Delaware corporation ("Pharma"), a wholly owned subsidiary of Hoechst Aktiengesellschaft, a German corporation ("Hoechst AG"). Pharma is a holding company formed for the purpose of holding most of the U.S. pharmaceutical operations of Hoechst AG, a multinational pharmaceutical and chemical company headquartered in Frankfurt, Germany. Pharma is recently organized and has not conducted any business. The principal place of business and principal office of Pharma is 10236 Marion Park Drive, Kansas City, Missouri 64137-1405. Information as to the executive officers and directors of Pharma and Hoechst AG is set forth in Exhibits A and B hereto. Pharma beneficially owns approximately 98.2% of the outstanding common stock of HMRI. Pharma is filing this Schedule with respect to its deemed indirect beneficial ownership of the Shares, which are owned directly by HMRI. Information regarding HMRI's ownership of securities of the Issuer is set forth in HMRI's Statement on Schedule 13G dated February 11, 1992, as subsequently amended. (d) - (e) During the last five years, neither Pharma nor, to Pharma's knowledge, any of the persons listed in Exhibit A or B hereto has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, neither Pharma nor, to Pharma's knowledge, any of the persons listed in Exhibit A or B 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. - ------- -------------------------------------------------- Not applicable. 4 ITEM 4. PURPOSE OF TRANSACTION. - ------- ----------------------- Pharma acquired beneficial ownership of approximately 98.2% of HMRI's outstanding capital stock from Hoechst Corporation, a Delaware corporation and also a wholly-owned subsidiary of Hoechst AG, in a reorganization among commonly-controlled subsidiaries of Hoechst AG culminating on December 31, 1996, which was unrelated to the Issuer. Pharma's beneficial ownership of securities of the Issuer is solely incidental to its ownership of HMRI securities acquired in such reorganization. Pharma 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. - ------- ------------------------------------- (a) HMRI beneficially owns 3,397,061 shares of the Issuer's Common Stock, representing approximately 9.2% of the Common Stock outstanding at September 30, 1996, on a fully-diluted basis. Except as may be set forth in any subsequent amendment to this Schedule, neither Hoechst AG nor Pharma, nor any executive officer or director of Hoechst AG, HMRI, or Pharma, beneficially owns any of the Shares or any other shares of Common Stock other than through their beneficial ownership, if any, of stock of Hoechst AG, Pharma, or HMRI. Pharma, which is a wholly-owned subsidiary of Hoechst AG, beneficially owns approximately 98.2% of the outstanding stock of HMRI. (b) HMRI has sole power to vote and to dispose of the Shares. Neither Hoechst AG, Pharma, nor any executive officer or director of either HMRI, Pharma, or Hoechst AG has any power to vote or to direct the vote, or to dispose of or to direct the disposition of, the Shares except to the extent that Hoechst AG, Pharma, or any such executive officer or director may be deemed to have any such power by reason of such person's relation- ship to or position with HMRI, Pharma, or Hoechst AG. (c) - (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH - ------- RESPECT TO SECURITIES OF THE ISSUER. --------------------------------------------------------------- Except for Pharma's deemed beneficial ownership of securities of the Issuer as a result of its ownership of HMRI securities, there are no contracts, arrangements, understandings or relationships between or among Pharma and any other person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - ------- --------------------------------- Exhibit A Information concerning directors and executive officers of Pharma. Exhibit B Information concerning directors and executive officers of Hoechst AG. 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. HMR PHARMA, INC. Date: January 9, 1997 By: /s/ Rebecca R. Tilden Rebecca R. Tilden Vice President and Assistant Secretary 6 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 99.A Information concerning directors and executive 7 officers of HMRI and Pharma 99.B Information concerning directors and executive 9 officers of Hoechst AG EX-99 2 EXHIBIT 99-A TO GENSIA 13D 7 Exhibit 99.A DIRECTORS AND OFFICERS OF HOECHST MARION ROUSSEL, INC. AND HMR PHARMA, INC. - --------------------------------------------------------------------------- The following sets forth the name, title, business address, and present principal occupation of each of the directors and executive officers of HMRI and Pharma as of January 1, 1997. Each is a citizen of the United States unless otherwise indicated. Name Title Address - ---- ----- ------- Peter W. Ladell Chief Operating Officer 10236 Marion Park Drive (Citizen of Canada) of the Pharmaceutical Kansas City, MO 64137 Division of Hoechst AG; President and Chief Executive Officer of HMRI; President and Chairman of the Board of Pharma Alban W. Schuele Director of HMRI Hoechst AG 65926 Frankfurt Main Germany James P. Mitchum Vice President and 10236 Marion Park Drive Chief Financial Kansas City, MO 64137 Officer of HMRI; Vice President and Director of Pharma Kevin M. Hartley Vice President and 10236 Marion Park Drive Treasurer of HMRI; Kansas City, MO 64137 Vice President and Treasurer of Pharma Richard J. Markham Chief Executive Officer Hoechst AG of the Pharmaceutical 56926 Frankfurt Main Divisions of Hoechst Germany AG; Director of HMRI Jean-Pierre Godard President of the Board Roussel Uclaf S.A. (Citizen of France) of Roussel Uclaf and 102, route de Noisy Director of HMRI Romainville, France Horst Waesche Member of the Board of Hoechst AG (Citizen of Germany) Management; Pharmaceu- 65926 Frankfurt Main tical and Diagnostics Germany Divisions; Schwarzkopf of Hoechst AG and Director of HMRI Tommy R. White Vice President, 10236 Marion Park Drive Human Resources and Kansas City, MO 64137 Corporate Relations of HMRI 8 Kirk R. Schueler Vice President, U. S. 10236 Marion Park Drive Commercial Director Kansas City, MO 64137 of HMRI Charles A. Portwood Vice President, 10236 Marion Park Drive Operations, of HMRI Kansas City, MO 64137 William K. Hoskins Vice President, 10236 Marion Park Drive General Counsel and Kansas City, MO 64137 Corporate Secretary of HMRI; Vice President and Secretary of Pharma Rebecca R. Tilden Vice President and 10236 Marion Park Drive Assistant Secretary Kansas City, MO 64137 of Pharma EX-99 3 EXHIBIT 99-B TO GENSIA 13D 9 EXHIBIT 99.B DIRECTORS AND EXECUTIVE OFFICERS OF HOECHST AG. - ----------------------------------------------- The following table sets forth the name and present principal occupation or employment of each member of the Supervisory Board and the Board of Management of Hoechst AG. The business address of each of them is Hoechst AG, 65926 Frankfurt Main, Germany. Except as otherwise indicated, all such persons are citizens of Germany and each occupation listed refers to employment with Hoechst AG. Name Principal Present Occupation - ---- ---------------------------- SUPERVISORY BOARD Prof. Dr. rer. nat. Honorary Chairman of the Supervisory Board Dr. h.c. mult Rolf Sammet Erhard Bouillon Chairman of the Supervisory Board Arnold Weber Deputy Chairman of the Supervisory Board; Chemical & textile laboratory technician; Chairman of the Central Works Council and the Group Works Council of Hoechst AG Dr.-Ing. E.h. Member of the Supervisory Board Willi Esser Mechanic; Member of the Central Works Council of Hoechst AG Dietrich-Kurt Frowein Member of the Board of Management of Commerzbank AG Dr. jur. Dr. h.c. mult. Member of the Supervisory Board Kurt Furgler (Citizen of Switzerland) Prof. Dr. rer. nat. Member of the Supervisory Board Dr.-Ing. E.h. Heinz Harnisch Juergen Hilger Computer specialist, Member of the Central Works Council and the Group Works Council of Hoechst AG Dr. rer. nat. Graduate Chemist; Chairman of Ingolf Hornke the Senior Executives' Committee of Hoechst AG Khaled. Saleh Buhamrah Chairman & Managing Director of Petrochemical (Citizen of Kuwait) Industries Co., 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- Papier-Keramik Hessen 10 Prof. Dr. rer. nat. President, Max-Planck-Gesellschaft, Munich Dr. rer. nat. h.c. Hubert Markl Juergen Sarrazin Chairman of the Board of Managing Directors of Dresdner Bank AG Egon Schaefer Electrician; Deputy Chairman of IG Chemie- Papier-Keramik Dr. jur. Chairman of the Board of Management of Hans-Juergen Schinzler Muenchner Rueckversicherungs-Gesellschaft Konrad Starnecker Skilled Chemical Plant Operative; Member of the Central Works Council of Hoechst AG Wolfgang Vetter Fitter; Member of the Central Works Council of Hoechst AG Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc. Adam Wegehingel Machinist; Member of the Council of the Gersthofen of Hoechst AG BOARD OF MANAGEMENT - ------------------- Juergen Dormann Chairman of the Board of Management Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals, (United States Citizen) 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 Dipl. -Kfm. Member of the Board of Management; Justus Mische Europe, Africa; Materials Management Dr. -Ing. Member of the Board of Management; Messer Ernst Schadow Griesheim, Uhde; Engineering and Environmental Protection; Hoechst Site Dr. Klaus J. Schmieder Member of the Board of Management Dr. rer. nat. Member of the Board of Management; Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions; Schwarzkopf Claudio Sonder Member of the Board of Management; Member of (Citizen of Brazil) the Supervisory Board of Hoechst Schering AgrEvo GmbH; and Chairman of the Supervisory Board of Hoechst do Brasil, San Paulo Dipl.-Ing. Member of the Board of Management; Asia; Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and Communication -----END PRIVACY-ENHANCED MESSAGE-----