SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 1
GENOME THERAPEUTICS CORP.
(f/n/a COLLABORATIVE RESEARCH, INC.)
(Name of Issuer)
COMMON STOCK, par value $0.10 per share
(Title of Class of Securities)
372430-10-8
(CUSIP Number)
John Scriven
Vice President and General Counsel
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
(517) 636-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 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 [ ].
Check the following box if a fee is being paid with this
statement [ ].
CUSIP No. 372430-10-8
1) Name of Reporting Person and its The Dow Chemical Company
I.R.S. Identification No. I.R.S. Identification No.
38-1285128.
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
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
Number of 7) Sole Voting Power 197,305
Shares
Beneficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 197,305
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 197,305
owned by Each Reporting Person
as of January 15, 1996
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 1.4 %
Amount in Row (11) as of
January 15, 1996
14) Type of Reporting Person CO
This Amendment No. 1 to the Schedule 13D is being filed to
reflect recent sales of the common stock, par value $0.10
per share (the "Common Stock"), of Genome Therapeutics Corp.
(formerly known as Collaborative Research, Inc.) (the
"Issuer") by The Dow Chemical Company ("Dow"). As a result
of these sales, Dow has ceased to be the beneficial owner of
more than 5% of the Common Stock of the Issuer, thereby
terminating Dow's obligation to report any further changes
in its ownership thereof.
Item 1. Security and Issuer
This statement relates to the Common Stock of the Issuer,
whose principal executive offices are located at 100 Beaver
Street, Waltham, MA 02154.
Item 2. Identity and Background
Dow was incorporated in 1947 under Delaware law and is the
successor to a Michigan corporation of the same name
organized in 1897. Dow is engaged in the manufacture and
sale of chemicals, plastic materials, agricultural and
consumer products, and other specialized products. Its
principal executive offices are located at 2030 Dow Center,
Midland, Michigan 48674, telephone (517) 636-1000. Except
as otherwise indicated by the context, the term "Dow" as
used herein means The Dow Chemical Company and its
consolidated subsidiaries.
A list of certain of Dow's Executive Officers, all having
business addressees which are the same as Dow's principal
executive offices, is set forth below:
Chairman of the Board Frank P. Popoff
President and CEO William S.Stavropoulos
Financial Vice President, Treasurer
and Chief Financial Officer J. Pedro Reinhard
Executive Vice President Enrique C. Falla
Group Vice President Anthony J. Carbone
Group Vice President Michael D. Parker
A list of the Dow's Directors, their addresses and their
principal occupation or employment is noted below:
Jacqueline K. Barton Allan D. Gilmour
California Institute of Technology The Dow Chemical Company
Division of Chem. & Chem. Engr. 2020 Dow Center
Mail Code 127-72 Midland, MI 48674
Pasadena, CA 91125
David T. Buzzelli William J. Neely
The Dow Chemical Company The Dow Chemical Company
2020 Dow Center 2030 Dow Center
Midland, MI 48674 Midland, MI 48674
Anthony J. Carbone Michael D. Parker
The Dow Chemical Company The Dow Chemical Company
2020 Dow Center 2020 Dow Center
Midland, MI 48674 Midland, MI 48674
Fred P. Corson Frank P. Popoff
The Dow Chemical Company The Dow Chemical Company
2020 Dow Center 2020 Dow Center
Midland, MI 48674 Midland, MI 48674
Willie D. Davis J. Pedro Reinhard
All Pro Broadcasting, Inc. The Dow Chemical Company
161 N. LaBrea Avenue 2020 Dow Center
Inglewood, CA 90301 Midland, MI 48674
Michael L. Dow Harold T. Shapiro
Michael L. Dow, Associates Princeton University
General Aviation Building 1 Nassau Hall
Capital City Airport Princeton, NJ 08544
Lansing, MI 48906
Joseph L. Downey William S. Stavropoulos
The Dow Chemical Company The Dow Chemical Company
2020 Dow Center 2020 Dow Center
Midland, MI 48674 Midland, MI 48674
Enrique C. Falla Paul G. Stern
The Dow Chemical Company Thayer Capital Partners
2020 Dow Center 901 Fifteenth Street, N.W.
Midland, MI 48674 Washington, DC 20005
Barbara H. Franklin
Barbara Franklin Enterprises
2600 Virginia Avenue NW
Washington, DC 20037
Of the foregoing Executive Officers and Directors, all are
United States citizens except J. Pedro Reinhard and Michael
D. Parker who are citizens of Brazil and Great Britain,
respectively.
During the past five years, none of the foregoing Executive
Officers or Directors has been convicted in criminal
proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
which has resulted in any such Executive Officers or
Directors being made subject to a judgment, decree or final
order enjoining future violations 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
On August 1, 1981, Dow entered into a stock purchase
agreement with the Issuer whereby it acquired 357,140 shares
of the Issuer's Common Stock for a total price of
$5,000,000. At the same time, Dow paid the Issuer $100,000
for a warrant (the "Warrant") entitling Dow to purchase,
through July, 1986, an additional 420,165 shares of the
Issuer's Common Stock for $2.38 per share, as adjusted for
certain anti-dilution provisions.
The above agreements contain covenants relating to, among
other things: restrictions on the Issuer's payment of any
dividends until September, 1984; Dow's right to participate
in certain future private placements of the Issuer's Common
Stock; Dow's right in the future to require the Issuer to
file a registration statement for the sale of an
underwritten offering of the Issuer's Common Stock with a
minimum market value of $5,000,000; and the furnishing of
certain information to Dow until September, 1984 with
respect to new products or processes that are within Dow's
specifically defined area of interest.
Dow exercised its rights to purchase 420,165 shares of the
Issuer's Common Stock on July 1, 1986 by notifying the
Issuer of Dow's intent to exercise in whole its rights
pursuant to the Warrant. All funds, including those
referred to in the first paragraph of this Item 3, were
generated from working capital.
From April 17, 1995 through January 15, 1996, Dow has sold
580,000 shares of the Issuer's Common Stock, thus reducing
its ownership interest to 197,305 shares.
Item 4. Purpose of Transaction
Dow's acquisition of shares of the Common Stock of the
Issuer was made as an investment pursuant to a resolution of
Dow's Board of Directors. Dow may continue to buy and sell
shares of the Issuer's Common Stock as economic conditions
and its own internal decision making policies dictate.
Item 5. Interest in Securities of the Issuer
(a) As of January 15, 1996 Dow owns 197,305 shares of
the Common Stock of the Issuer, representing 1.4%.
(b) The response to this Item 5(b) is contained in
Items 7, 8, 9 and 10 of the cover which is hereby
incorporated by reference.
(c) From April 17, 1995 through January 15, 1996 the
following number of shares of the Common Stock of the Issuer
were sold by Dow in open mutual transactions at the price
per share indicated:
Date No. of Shares $/Share
4/17/95 10,000 $4.50
4/27/95 10,000 $4.50
5/08/95 10,000 $4.5625
5/22/95 20,000 $4.9375
5/22/95 20,000 $5.75
5/23/95 10,000 $5.75
5/23/95 20,000 $6.00
5/23/95 10,000 $6.00
6/09/95 10,000 $6.00
8/18/95 10,000 $5.75
8/21/95 10,000 $5.75
8/22/95 95,000 $6.4343
8/23/95 20,000 $7.50
8/28/95 5,000 $7.875
9/01/95 10,000 $8.125
9/01/95 15,000 $8.25
9/01/95 5,000 $8.375
9/29/95 10,000 $8.00
9/29/95 10,000 8.125
11/27/95 10,000 $7.50
11/28/95 10,000 $7.625
11/28/95 10,000 $7.75
11/28/95 10,000 $7.875
11/29/95 10,000 $8.25
11/29/95 10,000 $8.125
11/29/95 10,000 $8.00
12/01/95 10,000 $8.375
12/05/95 10,000 $8.625
12/05/95 10,000 $9.500
12/05/95 10,000 $9.250
12/05/95 10,000 $9.125
12/05/95 10,000 $9.000
12/05/95 10,000 $8.875
12/05/95 10,000 $8.750
12/06/95 10,000 $9.625
12/21/95 10,000 $9.000
12/21/95 10,000 $8.875
12/22/95 50,000 $9.50
1/12/96 10,000 $9.875
1/12/96 10,000 $10.000
1/12/96 10,000 $10.125
1/12/96 5,000 $10.25
1/15/96 5,000 $10.25
(d) Not applicable.
(e) May 23, 1995.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
In connection with Dow's purchase of the Warrant and the
Issuer's Common Stock in 1981, Dr. Orrie M. Friedman,
President of the Issuer, agreed that, as long as Dow owns at
least 2% of the Issuer's Common Stock, he will vote all
shares of the Issuer's Common Stock then owned by him in
favor of the election of a representative of Dow, reasonably
satisfactory to Dr. Friedman, as a director of the Issuer.
At the present time, no Dow representative serves on the
Issuer's Board.
SIGNATURE
After due 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.
Dated: January 23, 1996 THE DOW CHEMICAL COMPANY
By: /s/
Name: J. Pedro Reinhard
Title: Financial Vice President,
Treasurer and Chief Financial Officer
