UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 8)
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)
January 19, 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)(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 9,328,600 Shares
Shares Bene- Redeemable Common Stock
ficially
Owned by- (8) Shared Voting Power 0 Shares
Each Report-
ing Person - (9) Sole Dispositive Power 9,328,600 Shares
With Redeemable Common Stock
(10) Shared Dispositive Power 0 Shares
_____________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,328,600 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)
18.9% of Redeemable Common Stock
_____________________________________________________________________________
(14) Type of Reporting Person (See Instructions)
CO, HC
The following information amends and supplements 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.
Item 3. Source and Amount of Consideration
The aggregate purchase price for the 497,600 shares of Redeemable
Common Stock acquired by Purchaser between January 10, 1995 and January 20,
1995 as described in Item 4 was $22,827,447.07, excluding commissions, and was
financed from working capital of the Purchaser.
Item 4. Purpose of Transaction
Between January 10, 1995 and January 20, 1995, the Purchaser
purchased an aggregate of 497,600 shares of Redeemable Common Stock for an
aggregate purchase price of $22,827,447.07, excluding commissions. Certain
information with respect to purchases of Redeemable Common Stock during the
period following the filing of Amendment No. 7 to the Schedule 13D and
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 between Purchaser and the Company), 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
purchases of Redeemable Common Stock referred to above was to increase their
aggregate equity interest in the Company.
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 9,328,600 shares of
Redeemable Common Stock (18.9% of the 49,473,045 shares of Redeemable Common
Stock outstanding as of September 30, 1994 according to the Company's Form
10-Q for the quarter then ended (the "10-Q")), which together represent 65.6%
of the 116,606,454 Common Shares outstanding as of September 30, 1994
according to the 10-Q.
Transactions by the Reporting Persons in Redeemable Common Stock
during the period following the filing of Amendment No. 7 to the Schedule 13D
and preceding the date of this Amendment are described in Item 4 and in
Schedule D.
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 $25.50 per share, all of which are
issuable under currently exercisable stock options and options exercisable
within sixty days of January 20, 1995, and 15,000 shares of Redeemable Common
Stock at $26.50 per share, 10,000 of which are issuable under currently
exercisable stock options and options exercisable within sixty days of January
20, 1995.
(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 and in
Amendment No. 7 to the Schedule 13D, 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.
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 the Schedule 13D.
Item 7. Material Filed as Exhibits.
None.
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: January 23, 1995
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 Chief Financial Officer
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 Chief Financial Officer
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. Henri B. Meier Chief Financial 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
Mr. Jean-Luc Belingard General Manager
SCHEDULE D(*)
Purchases of Redeemable
Common Stock
(transactions effected on NYSE except as noted)
(all prices exclude commissions)
Date Number of Shares Price Per Share
____ ________________ _______________
1-11-95 7,700 $46.25
53,100 $46.375
16,700 $46.50
38,400 $46.375(**)
1-12-95 14,900 $46.125
10,300 $46.25
1,100 $46.375
3,700 $46.50
29,000 $46.125(**)
9,900 $46.375(**)
1-13-95 13,900 $45.875
42,600 $46.00
28,100 $46.125
1,800 $46.25
9,000 $46.125(**)
32,400 $46.1875(**)
1-16-95 1,000 $46.25
3,000 $46.375
6,500 $46.50
1-19-95 2,000 $44.625
23,000 $44.75
15,000 $44.875
1,000 $45.00
4,700 $45.125
62,300 $45.25
9,000 $45.375
56,300 $45.50
1,200 $45.3125(**)
_______________
(*) Additional purchases within the 60 days preceding the date of this
Amendment were reported in Schedule D to Amendment 7 to the Schedule 13D.
(**) Executed in the third market.
