UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 6)
GENENTECH, INC.
______________________________________________________________________________
(Name of Issuer)
REDEEMABLE COMMON STOCK
$.02 PAR VALUE
______________________________________________________________________________
(Title of Class of Securities)
368710208
______________________________________________________________________________
(CUSIP Number)
Peter R. Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Tel. No.: (212) 450-4000
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 25, 1994
______________________________________________________________________________
(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. [ ] (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than
five percent of such class). (See Rule 13d-7.)
Note: This document is being electronically filed with the Commission,
using the EDGAR system. Additionally, one paper copy of the filing will
subsequently be sent to the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page should be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 368710208
_________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
ROCHE HOLDINGS, INC.
51-0304944
_________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
_________________________________________________________________
(3) SEC Use Only
_________________________________________________________________
(4) Source of Funds WC
_________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
_________________________________________________________________
(6) Citizenship or Place of Organization
United States of America
_________________________________________________________________
Number of (7) Sole Voting Power 7,724,700 Shares
Shares Bene- Redeemable Common Stock
ficially
Owned by- (8) Shared Voting Power 0 Shares
Each Report-
ing Person - (9) Sole Dispositive Power 7,724,700 Shares
With Redeemable Common Stock
(10) Shared Dispositive Power 0 Shares
_________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person
7,724,700 Redeemable Common Stock
_________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
_________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
16.062% of Redeemable Common Stock
_________________________________________________________________
(14) Type of Reporting Person (See Instructions)
CO, HC
The following information amends and restates the
Schedule 13D dated September 17, 1990, as previously amended (as
so amended, the "Schedule 13D").
Item 1. Security and Issuer.
This statement relates to the Redeemable Common Stock,
par value $.02 per share (the "Redeemable Common Stock" and,
together with the Common Stock, par value $.02 per share (the
"Common Stock"), the "Common Shares"), of Genentech, Inc., a
Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 460 Point San Bruno
Boulevard, San Francisco, California 94080.
Item 2. Identity and Background.
This statement is filed by Roche Holdings, Inc., a
Delaware corporation ("Purchaser") and wholly owned subsidiary of
Roche Finance Ltd, a Swiss corporation ("Finance") and wholly
owned subsidiary of Roche Holding Ltd, a Swiss corporation
("Holding"). Dr. h.c. Paul Sacher, an individual and citizen of
Switzerland ("Dr. Sacher") has, pursuant to an agreement, the
power to vote a majority of the voting securities of Holding.
Purchaser, Finance, Holding and Dr. Sacher are herein referred to
collectively as the "Reporting Persons".
The address of the principal offices of Purchaser is 15
East North Street, Dover, Delaware 19901. The address of the
principal offices of Finance is Grenzacherstrasse 122, Basel,
Switzerland. The address of the principal offices of Holding is
Grenzacherstrasse 124, Basel 4002, Switzerland. The business
address of Dr. Sacher is Haus auf Burg, Muensterplatz 4, Basel
4051, Switzerland.
The Purchaser, which was incorporated in the State of
Delaware in 1987, is an indirect wholly owned subsidiary of
Holding and is the holding company for Holding's principal
operating subsidiaries in the United States. Through its various
direct and indirect subsidiaries, Holding engages primarily in
the development and manufacture of pharmaceuticals, vitamins and
fine chemicals, diagnostics, flavors and fragrances and in the
business of analytical laboratory services. Holding's major
subsidiaries are Hoffman-La Roche Inc., Givaudan-Roure
Corporation, Inc. and the Company. With the exception of the
Company, the subsidiaries are wholly owned.
Finance is a holding company having participations in
various subsidiaries of Holding. It was incorporated in 1971 in
Basel, Switzerland, under the name Roche Chemie AG and assumed
its present name in July 1989.
Holding, together with its subsidiaries (collectively,
the "Roche Group"), is one of the world's leading research-based
healthcare groups active in the discovery, development,
manufacture and marketing of pharmaceuticals and diagnostic
systems. Based on 1993 sales, the Roche Group was the world's
tenth largest producer of pharmaceuticals (the world's largest in
sales to hospitals), and the fourth largest producer of European
over-the-counter pharmaceutical products. Also based on 1993
sales, the Roche Group was a worldwide leader in the production
of vitamins, carotenoids and related fine chemicals. The Roche
Group operated the third largest network of medical testing
service laboratories in the United States, and it was the second
largest manufacturer of fragrances and flavors in the world. The
Roche Group employs over 56,000 persons, principally in Europe
and the United States.
Founded in Basel in 1896, Holding is the parent company
of one of the oldest Swiss multinational groups, and is active in
over 100 countries. Founded under the name F. Hoffmann-La Roche
& Co., Holding assumed its present name in June 1989 following a
capital and corporate restructuring which established Holding
solely as a holding company and transferred operating businesses
and related assets and liabilities to a newly established
operating subsidiary, F. Hoffmann-La Roche Ltd.
Dr. Sacher is a director of Holding and an orchestral
conductor.
None of the Reporting Persons nor any other person
controlling the Reporting Persons, nor to the best knowledge of
the Reporting Persons, any of the persons named in Schedules A, B
and C attached hereto has, during the last five years, been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
None of the Reporting Persons nor any other person
controlling the Reporting Persons, nor to the best knowledge of
the Reporting Persons, any of the persons named in Schedules A, B
and C attached hereto has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, order, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
Item 3. Source and Amount of Consideration.
Pursuant to the Merger Agreement described in Item 4,
Purchaser deposited an aggregate of $1,552,251,780 for
distribution to holders who tendered to the Exchange Agent
certificates for Common Stock outstanding prior to the Merger
referred to below and deposited $487,856,296 for the account of
the Company as a contribution to the capital of the Company and
received 67,133,409 shares of Common Stock of the Company,
representing 100% of the outstanding Common Stock, and
approximately 60% of the total number of Common Shares.
The acquisition of Common Stock pursuant to the Merger
was initially financed from working capital of Purchaser, Finance
and Holding and by loans in an original aggregate principal
amount of $2,000,000,000 to Purchaser pursuant to the
Multi-Currency Revolving Credit and Term Loan Facility dated as
of August 9, 1990 (the "Credit Agreement") among Purchaser, Swiss
Bank Corporation, London Branch, as Agent, Swiss Bank
Corporation, New York Branch, as CD Agent and the Banks named
therein. The loans initially bore interest at rates between
0.125% and 0.250% per annum above LIBOR and were to mature,
unless earlier repaid, one, three, five and eight years after the
date of the Merger. A copy of the Credit Agreement was filed as
Exhibit 4 to the Schedule 13D and is hereby incorporated herein
by reference.
The aggregate purchase price for the 6,515,500 shares
of Redeemable Common Stock acquired by Purchaser between
September 10, 1990 and April 21, 1994, as described in Item 4 and
disclosed in Schedule 13D and Amendments Nos. 1 to 5 to Schedule
13D, was $236,187,892.79, excluding commissions, and was financed
from working capital of the Purchaser.
The aggregate purchase price for the 1,209,200 shares
of Redeemable Common Stock acquired by Purchaser between April
22, 1994 and April 26, 1994 as described in Item 4 was
$60,423,644.26, excluding commissions, and was financed from
working capital of the Purchaser.
Item 4. Purpose of Transaction
On February 2, 1990, the Company, Purchaser and HLR
(U.S.), Inc. ("HLR"), a Delaware corporation and wholly owned
subsidiary of Purchaser, entered into a merger agreement (the
"Merger Agreement") pursuant to which (i) HLR would be merged
into the Company (the "Merger"), (ii) the Certificate of
Incorporation of the Company would be amended by operation of the
Merger to authorize the issuance by the Company of Redeemable
Common Stock and to provide for certain approval requirements for
business combination transactions between the Company and
Purchaser, (iii) each share of Common Stock (other than those as
to which appraisal rights had been perfected) outstanding prior
to the Merger would be converted into the right to receive $18 in
cash and one-half share of Redeemable Common Stock and (iv) the
outstanding common stock of HLR would be converted pursuant to
the Merger into Common Stock representing approximately 60% of
the total number of Common Shares to be outstanding following the
Merger, in exchange for which Purchaser was to provide the
aggregate cash consideration to be received by stockholders for
their Common Stock in the Merger and in addition was to invest
approximately $490 million in cash directly in the Company. Upon
consummation of the transactions contemplated under the Merger
Agreement, (i) the Common Stock would cease to be authorized to
be quoted on the New York Stock Exchange (the "Exchange") and
would become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Act of 1934, as amended (the
"Act") and (ii) the Redeemable Common Stock would be listed with
and traded on the Exchange. A copy of the Merger Agreement was
filed as Exhibit 1 to the Schedule 13D and is hereby incorporated
herein by reference.
On June 8, 1990, at the annual meeting of stockholders
of the Company, the Company's stockholders voted to approve the
Merger Agreement. At 11:08 a.m., September 7, 1990 (the
"Effective Time"), the Merger was consummated.
Shares of Redeemable Common Stock are substantially
identical to the Common Stock, except that shares of Redeemable
Common Stock are redeemable in whole at the option of Purchaser
until June 30, 1995, and that holders of shares of Redeemable
Common Stock will be entitled to receive a $.01 per share
preferential distribution upon any liquidation, dissolution or
winding up of the Company. Subject to certain adjustments, the
per share redemption price of the Redeemable Common Stock is
$55.00 per share until June 30, 1994, and thereafter will
increase by $1.25 per share per quarter, up to $60.00 per share
if the shares are redeemed between April 1, 1995 and June 30,
1995. If the Redeemable Common Stock has not been redeemed on or
prior to June 30, 1995, each then outstanding share of Redeemable
Common Stock will automatically be converted into one Common
Share.
Pursuant to the Merger Agreement, Purchaser and the
Company entered into a governance agreement (the "Governance
Agreement"). A copy of the Governance Agreement was filed as
Exhibit 2 to the Schedule 13D and is hereby incorporated herein
by reference. Pursuant to the Governance Agreement, immediately
after the Effective Time the number of directors comprising the
Board of Directors of the Company was increased by two from
eleven to thirteen and the Board elected two nominees of
Purchaser, Professor Dr. Jurgen Drews and Dr. Armin Maximilian
Kessler, to serve on the Board from the Effective Time until the
next annual meeting of the Company stockholders. The Governance
Agreement provides that from the Effective Time until July 1,
1995, the Board of Directors of the Company will include up to
two nominees designated by Purchaser. After July 1, 1995, the
Board will include up to two nominees designated by Purchaser and
two officers of the Company nominated by the nominating or proxy
committee of the Board. The remainder of the Board will be
comprised of independent directors. Upon its request, after July
1, 1995, Purchaser will be entitled to designate nominees for a
number of such independent directors equal to Holding's
proportionate voting interest in the Company.
The Governance Agreement also provides that one of the
directors to be designated by Purchaser will be a member of the
nominating or proxy committee of the Company's Board of
Directors, which committee will have the exclusive authority to
nominate as the Board's nominees individuals to fill all Board
positions, except for those to be designated by Purchaser on and
after July 1, 1995 pursuant to the Governance Agreement. With
respect to any election of directors, any nomination by the proxy
or nominating committee of a person other than an incumbent
director will require the unanimous approval of such committee,
except that the directors designated or nominated by Purchaser
will not require such unanimous approval. Accordingly,
Purchaser, through its designee, and the other members of such
committee will each have effective veto power over the nomination
of any director, other than incumbent directors and Purchaser's
nominees.
The Governance Agreement provides that Purchaser will
have effective veto power over certain extraordinary actions
involving the Company including material acquisitions by the
Company, disposition of all or any substantial portion of the
business or assets of the Company, issuances of equity securities
by the Company (subject to certain limitations and exceptions)
and repurchases of equity securities by the Company. The
Governance Agreement also prohibits the Company from entering
into any material licensing or marketing agreement unless the
Company first negotiates in good faith with Purchaser with
respect thereto for a period of not less than three nor more than
six months. The foregoing rights of Purchaser will terminate
upon the sale or transfer of any shares of Common Stock by
Purchaser (other than a sale to a wholly-owned subsidiary of
Holding).
The Governance Agreement provides that following the
Merger, Purchaser will not acquire any equity security of the
Company if immediately after such acquisition Holding's voting
interest in the Company would exceed 75%, except through
(i) causing the Company to redeem the Redeemable Common Stock or
(ii) through transactions permitted under the restrictions
described below. Under the Governance Agreement, in no event
will Purchaser make any tender offer for equity securities of the
Company without the consent of the majority of the independent
directors of the Company.
The Governance Agreement provides that Purchaser will
not (other than to any entity that is directly or indirectly 100%
owned by Holding) sell or otherwise transfer any Common Stock or
shares of Redeemable Common Stock except (i) subsequent to April
30, 1996 or such earlier time as it shall have become illegal for
Holding to continue to own the Common Shares directly or
indirectly or to exercise fully all rights of ownership with
respect to the Common Shares, pursuant to a registered
underwritten public offering or in compliance with the volume and
manner of sale requirements of Rule 144 promulgated under the
Securities Act (whether or not such requirements are legally
applicable); or (ii) after June 30, 1995 and so long as Holding's
voting interest is not below 50%, under certain circumstances, in
a Liquidating Sale. A "Liquidating Sale" means a sale of all
Common Stock and Redeemable Common Stock beneficially owned by
Holding to any person or group that is acquiring or has proposed
to acquire all outstanding voting stock of the Company at a per
share consideration having at least the same value, and to be
paid in the same form as (or in cash), and not later than, the
per share consideration to be paid to Purchaser and its
affiliates.
The Governance Agreement provides that Purchaser will
not propose a business combination prior to June 30, 1995, unless
a majority of the independent directors determine that there has
been a sustained, substantial impairment of the business,
prospects or financial viability of the Company and its
subsidiaries. In addition, Purchaser agreed not to propose any
such business combination from July 1, 1995 to June 30, 1996 at a
price per share of the Common Stock into which the Redeemable
Common Stock will have been converted on June 30, 1995 less than
the price per share at which the Redeemable Common Stock could
have been redeemed on such date.
The Governance Agreement provides that in the event
Purchaser sells any Common Shares in an underwritten public
offering or pursuant to Rule 144 prior to April 30, 2000,
Purchaser will not, without the prior written consent of the
Board of Directors of the Company, acting alone or as part of a
group, acquire or offer or agree to acquire, directly or
indirectly, by purchase or otherwise, any equity securities or
all or any substantial portion of the assets of, or otherwise
seek to influence or control, in any manner whatsoever, the
management or policies of the Company until the fifteenth
anniversary of the date it ceases to beneficially own more than
20% of the outstanding Common Stock, provided that the foregoing
will not apply to any of Purchaser's portfolio managers whose
investment decisions are not directed by Purchaser.
In connection with the Merger Agreement, Holding
delivered a guaranty (the "Guaranty") to the Company. A copy of
the Guaranty was filed as Exhibit 3 to the Schedule 13D and is
hereby incorporated herein by reference. Pursuant to the
Guaranty, Holding (i) guaranteed to the Company the prompt and
full discharge of certain obligations of Purchaser under the
Merger Agreement and (ii) agreed, for itself and its affiliates,
to be bound by the provisions of the Governance Agreement, and
abide, and cause its affiliates to abide, by the obligations and
limitations set forth therein as if it were Purchaser.
Pursuant to the terms of the Merger Agreement, the
Certificate of Incorporation of the Company was amended to
provide that, in addition to any affirmative vote required by law
or any other provision thereof, any business combination with
purchaser or any affiliate of Purchaser will require (i) approval
of the affirmative vote of the holders of at least 50% of the
voting power of the then outstanding voting stock not
beneficially owned by Purchaser and its affiliates and (ii) the
approval of a majority of the members of the Board of Directors
of Company who are independent directors.
As set forth in Schedule 13D and Amendments Nos. 1 to 5
to Schedule 13D, between September 10, 1990 and April 21, 1994,
the Purchaser purchased an aggregate of 6,515,500 Redeemable
Common Shares for an aggregate purchase price of $236,187,892.79
excluding commissions, in open-market and privately negotiated
transactions.
Between April 22, 1994 and April 26, 1994, the
Purchaser purchased an aggregate of 1,209,200 shares of
Redeemable Common Stock for an aggregate purchase price of
$60,423,644.26, excluding commissions. Certain information with
respect to purchases of Redeemable Common Stock during the 60 day
period preceding the date of this Amendment is set forth in
Schedule D. Subject to market conditions and other factors
(including limits imposed by the Governance Agreement), the
Purchaser expects that it or its affiliates may acquire
additional Redeemable Common Stock from time to time in the
future in open-market, privately negotiated or other
transactions.
The purpose of the Purchaser, Finance and Holding in
effecting the Merger and purchases of Redeemable Common Stock
referred to above was to acquire an equity interest in the
Company, the benefits of the Governance Agreement and the right
to acquire the entire remaining equity interest in the Company.
Except as set forth herein, none of the Reporting
Persons nor any other person controlling the Reporting Persons,
nor, to the best of their knowledge, any person named in
Schedules A, B and C attached hereto has any plans or proposals
which relate to or would result in (i) the acquisition by any
person of additional securities of the Company, or the
disposition of securities of the Company; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (iv) any change in the
present Board of Directors or management of the Company; (v) any
material change in the present capitalization or dividend policy
of the Company; (vi) any other material change in the Company's
business or corporate structure; (vii) changes in the Company's
charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the
Company by any person; (viii) causing the Redeemable Common Stock
to cease to be authorized to be quoted on the New York Stock
Exchange; (ix) the Redeemable Common Stock becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or (x) any action similar to any of those enumerated in this
Item 4.
Item 5. Interest in the Securities of the Issuer.
(a) The Purchaser is the beneficial owner of
67,133,409 shares of Common Stock (100% of the Common Stock
outstanding) and 7,724,700 shares of Redeemable Common Stock
(16.062% of the 48,093,938 shares of Redeemable Common Stock
outstanding as of March 1, 1994 according to the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held April
27, 1994 ("Proxy Statement")), which together represent 64.97% of
the 115,227,347 Common Shares outstanding as of March 1, 1994
according to the Proxy Statement.
Transactions by the Reporting Persons in Redeemable
Common Stock within the 60 days preceding the date of this
Amendment are described in Item 4 and in Schedule D.
Pursuant to the terms of the Merger Agreement and the
Governance Agreement, the Purchaser is entitled to cause the
Company to redeem in whole, until June 30, 1995, the Redeemable
Common Stock. Subject to certain adjustments, the per share
redemption price of the Redeemable Common Stock is $55.00 per
share until June 30, 1994, and thereafter will increase by $1.25
per share per quarter, up to $60.00 per share if the shares are
redeemed between April 1, 1995 and June 30, 1995. If the
Redeemable Common Stock has not been redeemed on or prior to June
30, 1995, each then outstanding share of Redeemable Common Stock
will be automatically converted into one share of Common Stock.
The Common Shares owned by Purchaser may be deemed, for
purposes of Rule 13d-3, to be beneficially owned by Finance,
Holding and Dr. Sacher. The Common Stock and Redeemable Common
Stock may be deemed to constitute a single class of equity
security for purposes of Regulation 13D-G under the Act.
Except as set forth herein, neither the Reporting
Persons nor any other person controlling the Reporting Parties
nor, to the best of their knowledge, any of the persons named in
Schedules A, B and C hereto beneficially owns any Common Shares,
except that Prof. Jurgen Drews owns 200 shares of Redeemable
Common Stock and Prof. Drews and Dr. Armin M. Kessler have each
been granted employee stock options by the Company to purchase
15,000 shares of Redeemable Common Stock at $26.50 per share.
(b) Except as otherwise described herein, none of the
Reporting Persons has any sole or shared power to vote or to
direct the vote of any Common Shares nor sole or shared power to
dispose of or direct the disposition of any Common Shares.
(c) Except as set forth herein and in Schedule D
hereto, no transactions in the Common Shares have been effected
during the past 60 days by the Reporting Persons nor any other
person controlling the Reporting Persons nor, to the best of
their knowledge, any of the persons named in Schedules A, B and C
hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
Pursuant to the Credit Agreement, Purchaser agreed to
maintain at least a 60% ownership interest in the Company after
the Merger.
There are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 or between any of
such persons and any other person with respect to any securities
of the Company except as referred to or described in this
Schedule 13D.
Item 7. Material Filed as Exhibits.
No exhibits are attached to this Amendment No. 6. The
following exhibits, however, were attached to the Schedule 13D,
filed on September 17, 1990.
Exhibit 1: Merger Agreement [filed September 17,
1990]
Exhibit 2: Governance Agreement [filed September
17, 1990]
Exhibit 3: Guaranty [filed September 17, 1990]
Exhibit 4: Credit Agreement [filed September 17,
1990]
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.
Dated: April 27, 1994
ROCHE HOLDINGS, INC.
By /s/ Henri B. Meier
--------------------------
Name: Henri B. Meier
Title: Vice President,
Finance, Accounting
SCHEDULE A
Executive Officers and Directors(*)
of
Roche Holdings, Inc.
The names of the Directors and the names and titles of
the Executive Officers of Roche Holdings, Inc. and their business
addresses and principal occupations are set forth below. If no
address is given, the Director's or Executive Officer's business
address is that of Roche Holding Ltd. Unless otherwise
indicated, each occupation set forth opposite an individual's
name refer to Roche Holding Ltd and each individual is a Swiss
citizen.
Present Principal
Name, Business Address Occupation
- ---------------------- -----------------
*Mr. Fritz Gerber Chairman, President and
(President) Chief Executive Officer
*Dr. Henri B. Meier General Manager
SCHEDULE B
Executive Officers and Directors(*)
of
Roche Finance Ltd
The names of the Directors and the names and titles of
the Executive Officers of Roche Finance Ltd and their business
addresses and principal occupations are set forth below. If no
address is given, the Director's or Executive Officer's business
address is that of Roche Holding Ltd. Unless otherwise
indicated, each occupation set forth opposite an individual's
name refers to Roche Holding Ltd and each individual is a Swiss
citizen.
Present Principal
Name, Business Address Occupation
- ---------------------- -----------------
*Mr. Fritz Gerber Chairman of the Board,
(President) President and
Chief Executive Officer
*Dr. Andres F. Leuenberger Vice Chairman of the
Board
*Dr. Henri B. Meier General Manager
SCHEDULE C
Executive Officers and Directors(*)
of
Roche Holding Ltd
The names of the Directors and the names and titles of
the Executive Officers of Roche Holding Ltd and their business
addresses and principal occupations are set forth below. If no
address is given, the Director's or Executive Officer's business
address is that of Roche Holding Ltd. Unless otherwise
indicated, each occupation set forth opposite an individual's
name refers to Roche Holding Ltd and each individual is a Swiss
citizen, except that Dr. Drews is a German citizen and Mr.
Belingard is a French citizen.
Present Principal
Name, Business Address Occupation
- ---------------------- -----------------
*Mr. Fritz Gerber Chairman of the Board and
Chief Executive Officer
*Dr. Lukas Hoffmann Vice Chairman of the Board
Le petit Essert Vice Chairman of WWF
1147 Montricher, Switzerland International
(a nonprofit organization)
*Dr. Andres F. Leuenberger Vice Chairman and Delegate
of the Board
*Dr. h.c. Paul Sacher Conductor and Founder of
Haus auf Burg Paul Sacher Foundation
Muensterplatz 4 (a nonprofit organization)
4051 Basel, Switzerland
*Dr. Armin M. Kessler Chief Operating Officer
*Dr. Jakob Oeri Surgeon and retired
Director Head Physician,
St. Alban - Vorstadt 71 Kantonsspital Basel
(hospital)
*Dr. Kurt Jenny Lawyer
Aeschengraben 18
4051 Basel, Switzerland
Prof. Dr. Werner Stauffacher Professor
Head of Department University of Basel
of Internal Medicine
Hebelstrasse 32
4056 Basel, Switzerland
*Prof. Charles Weissmann Professor
Director University of Zurich
Institut fur
Molekularbiologie I
der Universitaet Zurich
Hoenggerberg
8093 Zurich, Switzerland
Dr. Markus Altwegg General Manager
Dr. Roland Bronnimann General Manager
Prof. Jurgen Drews General Manager
Dr. Henri B. Meier General Manager
Mr. Peter Simon General Manager
Mr. Jean-Luc Belingard General Manager
SCHEDULE D*
Purchases of Redeemable
Common Stock
(all transactions effected on NYSE, except as noted)
(all prices exclude commissions)
Date Number of Shares Price Per Share
---- ---------------- ---------------
4-19-94 11,500 $44.375
495,300 $44.50
27,000 $44.625
25,000 $44.75
15,000 $44.875
3,200 $45.00
44,200 $45.125**
4-20-94 28,400 $45.00
76,900 $45.125
33,100 $45.25
40,800 $45.375
86,000 $45.50
1,000 $45.625
1,000 $45.75
1,400 $46.00
46,600 $46.375
48,400 $46.50
25,000 $46.625
26,000 $46.875
203,000 $47.00
22,500 $47.125
183,700 $47.25**
263,800 $47.25
4-21-94 17,100 $46.875
18,900 $47.00
3,500 $47.125
22,600 $47.25
7,600 $47.375
5,200 $47.50
8,100 $47.625
14,500 $47.75
14,000 $47.875
35,000 $48.00
2,200 $48.125
24,200 $48.25
6,800 $48.375
73,700 $48.50
100,000 $48.625
4-22-94 1,700 $49.00
2,000 $49.125
6,000 $49.25
10,000 $49.50
37,500 $49.75
1,100 $49.875
85,300 $50.00
4-25-94 7,000 $49.625
1,700 $49.75
68,300 $49.875
605,100 $50.00
4-26-94 16,100 $49.875
165,500 $50.00**
201,900 $50.00**
[FN]
- ------------
* This Schedule D amends and replaces Schedule D, as it
appears in Amendments Nos. 4 and 5.
** Executed in the third market.
