<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-3
AMENDMENT NO. 2
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
GENENTECH, INC.
(Name of Issuer)
GENENTECH, INC.
ROCHE HOLDINGS, INC.
(Name of Persons Filing Statement)
<TABLE>
<S> <C>
COMMON STOCK, $.02 PAR VALUE 368710208
(Title of Class of Securities) (CUSIP Number of Class of Securities)
</TABLE>
------------------------
<TABLE>
<S> <C>
JOHN P. MCLAUGHLIN, ESQ.
SENIOR VICE PRESIDENT AND SECRETARY
GENENTECH, INC. ROCHE HOLDINGS, INC.
460 POINT SAN BRUNO BOULEVARD 15 EAST NORTH STREET
SOUTH SAN FRANCISCO, CALIFORNIA 94080 DOVER, DELAWARE 19901
(415) 225-1000
</TABLE>
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
------------------------
COPIES TO:
<TABLE>
<S> <C>
RICHARD D. KATCHER, ESQ. PETER R. DOUGLAS, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ DAVIS POLK & WARDWELL
51 WEST 52ND STREET 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10017
(212) 403-1000 (212) 450-4000
</TABLE>
JUNE 2, 1995
(Date Proxy Statement First Published, Sent or Given to Security Holders)
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. /X/
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
TRANSACTION VALUATION AMOUNT OF FILING FEE
----------------------------------------------------------------------------------------------------------------
$2,976,632,664* $595,327
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
</TABLE>
* For purposes of calculation of fee only, this amount is based upon the sum of
(A) the product of (i) 57,198,521, the number of outstanding shares of
Redeemable Common Stock, par value $.02 per share ("Redeemable Common Stock")
of Genentech outstanding on June 2, 1995 (the original filing date of this
Schedule 13E-3), assuming the exercise of all Genentech warrants and stock
options (whether or not currently exercisable), not including shares of
Redeemable Common Stock then held by Roche Holdings, Inc. and its affiliates,
and (ii) $48.1875, the average of the high and low sales price of a share of
Redeemable Common Stock quoted on the New York Stock Exchange on May 26, 1995
as reported in published financial sources, and (B) the product of (i)
4,670,282 (the incremental number of outstanding shares for which a fee was
not paid in connection with the initial filing of this Schedule 13E-3 on June
2, 1995, which number assumes the exercise of all warrants and stock options,
whether or not currently exercisable) and (ii) $47.1875 (the average of the
high and low sales price of the Common Stock into which the Redeemable Common
Stock was converted automatically after June 30, 1995 on the New York Stock
Exchange on August 31, 1995). In accordance with Rule 0-11 under the
Securities Exchange Act of 1934, the filing fee is determined by multiplying
the amount calculated pursuant to the preceding sentence by 1/50th of one
percent.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2).
Amount Previously Paid: $555,000
Filing Party: Genentech, Inc.
Form or Registration No.: Schedule 14A
Date Filed: June 2, 1995
and
Amount Previously Paid: $75,993
Filing Party: Genentech, Inc.
Form or Registration No.: Form S-4, No. 33-59949
Date Filed: September 8, 1995
<PAGE> 2
Genentech, Inc., a Delaware corporation ("Genentech") and Roche Holdings,
Inc., a Delaware corporation ("Roche") hereby amend and supplement their Rule
13e-3 Transaction Statement on Schedule 13E-3 (as amended, the "Statement"). The
Statement relates to a proposed Agreement and Plan of Merger dated as of May 23,
1995, as amended and restated (the "Merger Agreement") among Genentech, Roche
and HLR (U.S.) II, Inc. ("Merger Sub"), a Delaware corporation and a
wholly-owned subsidiary of Roche. The purpose of such Merger Agreement and
resulting conversion of Genentech Common Stock into Genentech Special Common
Stock is to, among other matters, (i) extend by four years the period during
which the publicly traded stock of Genentech is subject to redemption by
Genentech at the option of Roche, with such redemption during such four-year
period being at specified prices per share ranging from $62.50 during the
quarter ending December 31, 1995 increasing $1.25 per share for the next six
quarters and $1.50 per share for the next eight quarters to $82.00 during the
quarter ending June 30, 1999 (the "Call Rights"), and (ii) provide holders
thereof the right to require Genentech to redeem all or a portion (at the
election of the holder) of their shares of such stock for a 30-business-day
period beginning in July 1999 (unless such right is accelerated following the
occurrence of certain insolvency events of Genentech) at a price of $60.00 per
share in the event that Roche does not cause the exercise of the Call Rights.
(Upon final court approval of certain shareholder class action and derivative
complaints pending in the Court of Chancery of the State of Delaware in and for
New Castle County consolidated under the caption In re Genentech, Inc.
Shareholders Litigation, Cons. C.A. No. 14265, each of the redemption prices set
forth in clause (i) of the preceding sentence will be increased by $0.50 per
share of Special Common Stock, resulting in a final price of $82.50. If such
final court approval occurs after payment of the applicable redemption price
described above, such $0.50 increase will be promptly thereafter paid by
Genentech for each share of such publicly traded stock for which payment of the
redemption price had previously been paid.) This Statement is intended to
satisfy the reporting requirements of Section 13(e) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Revised preliminary proxy
materials of Genentech (the "Proxy Statement/Prospectus") were filed by
Genentech with the Securities and Exchange Commission (the "Commission")
immediately prior to the filing of this Statement, as part of Amendment No. 2 to
a Registration Statement on Form S-4.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement/Prospectus of the information required to be included in response to
the items of this Statement. The information in the Proxy Statement/Prospectus,
including all exhibits thereto, is hereby expressly incorporated herein by
reference and the responses to each item in this Statement are qualified in
their entirety by the information contained in the Proxy Statement/Prospectus.
<PAGE> 3
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT/PROSPECTUS
-------------- -----------------------------------------------------------------------------------------------------------------
<S> <C>
Item 1(a) Cover Page; BUSINESS OF GENENTECH
Item 1(b) GENERAL INFORMATION -- Record Date; Voting Rights; Proxies
Item 1(c)-(d) MARKET PRICES OF AND DIVIDENDS ON THE REDEEMABLE COMMON STOCK AND THE COMMON STOCK
Item 1(e) **
Item 1(f) CERTAIN INFORMATION CONCERNING ROCHE AND ROCHE HOLDING; PRINCIPAL STOCKHOLDERS OF GENENTECH; CERTAIN INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF ROCHE AND ROCHE HOLDING
Item 2(a)-(g) Cover Page; BUSINESS OF GENENTECH; CERTAIN INFORMATION CONCERNING ROCHE AND ROCHE HOLDING; CERTAIN INFORMATION
CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY; CERTAIN INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF ROCHE AND ROCHE HOLDING
Item 3(a)(1) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Item 3(a)(2) THE PROPOSED TRANSACTIONS -- Background of the Proposed Transactions; CERTAIN INFORMATION CONCERNING THE
DIRECTORS AND EXECUTIVE OFFICERS OF ROCHE AND ROCHE HOLDING
Item 3(b) THE PROPOSED TRANSACTIONS -- Background of the Proposed Transactions
Item 4(a) Pages i-ii; SUMMARY AND SPECIAL FACTORS -- Terms of the Proposed Transactions; THE PROPOSED TRANSACTIONS --
Purpose and Structure of the Transactions; THE MERGER AGREEMENT; THE CHARTER AMENDMENT; DESCRIPTION OF THE
SPECIAL COMMON STOCK; ARTICLE ELEVENTH OF THE CERTIFICATE OF INCORPORATION; THE AMENDED GOVERNANCE AGREEMENT;
GUARANTY OF ROCHE HOLDING; THE LICENSING AGREEMENT
Item 4(b) Pages i-ii; SUMMARY AND SPECIAL FACTORS -- Terms of the Proposed Transactions; THE PROPOSED TRANSACTIONS --
Purpose and Structure of the Transactions; THE MERGER AGREEMENT; THE CHARTER AMENDMENT; DESCRIPTION OF THE
SPECIAL COMMON STOCK; ARTICLE ELEVENTH OF THE CERTIFICATE OF INCORPORATION; THE AMENDED GOVERNANCE AGREEMENT;
GUARANTY OF ROCHE HOLDING; THE LICENSING AGREEMENT
Item 5(a)-(f) SUMMARY AND SPECIAL FACTORS; THE MERGER AGREEMENT; THE CHARTER AMENDMENT; DESCRIPTION OF THE SPECIAL COMMON
STOCK; THE AMENDED GOVERNANCE AGREEMENT; GUARANTY OF ROCHE HOLDING; THE LICENSING AGREEMENT; CONDUCT OF
GENENTECH'S BUSINESS AFTER COMPLETION OF THE PROPOSED TRANSACTIONS; ROCHE'S PLANS WITH RESPECT TO GENENTECH;
INCORPORATION OF DOCUMENTS BY REFERENCE; THE PROPOSED TRANSACTIONS -- Interests of Certain Persons in the
Proposed Transactions
Item 5(g) **
Item 6(a)-(b) THE PROPOSED TRANSACTIONS -- Source of Funds; Expenses; GUARANTY OF ROCHE HOLDING; CERTAIN INFORMATION CONCERNING
ROCHE AND ROCHE HOLDING
Item 6(c)-(d) **
Item 7(a)-(c) SUMMARY AND SPECIAL FACTORS; THE PROPOSED TRANSACTIONS -- Background of the Proposed Transactions; -- Purpose and
Structure of the Transactions
Item 7(d) SUMMARY AND SPECIAL FACTORS; THE PROPOSED TRANSACTIONS -- Interests of Certain Persons in the Proposed
Transactions; THE MERGER AGREEMENT; THE CHARTER AMENDMENT; DESCRIPTION OF THE SPECIAL COMMON STOCK; THE AMENDED
GOVERNANCE AGREEMENT; GUARANTY OF ROCHE HOLDING; THE LICENSING AGREEMENT; CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS
Item 8(a)-(c) SUMMARY AND SPECIAL FACTORS; THE PROPOSED TRANSACTIONS -- Recommendation of the Board of Directors; Fairness of
the Transaction; -- Opinions of Financial Advisors; MARKET PRICES OF AND DIVIDENDS ON THE REDEEMABLE COMMON STOCK
AND THE COMMON STOCK; THE CHARTER AMENDMENT; DESCRIPTION OF THE SPECIAL COMMON STOCK; GENERAL
INFORMATION -- Required Vote
Item 8(d) *
Item 8(e) SUMMARY AND SPECIAL FACTORS; THE PROPOSED TRANSACTIONS -- Recommendation of the Board of Directors; Fairness of
the Transaction
Item 8(f) **
Item 9(a)-(c) SUMMARY AND SPECIAL FACTORS; and THE PROPOSED TRANSACTIONS -- Opinions of Financial Advisors
Item 10(a)-(b) GENERAL INFORMATION -- Required Vote; PRINCIPAL STOCKHOLDERS OF GENENTECH; SECURITY OWNERSHIP OF MANAGEMENT;
CERTAIN INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY; CERTAIN INFORMATION CONCERNING
THE DIRECTORS AND EXECUTIVE OFFICERS OF ROCHE AND ROCHE HOLDING
Item 11 SUMMARY AND SPECIAL FACTORS; CONDUCT OF GENENTECH'S BUSINESS AFTER COMPLETION OF THE PROPOSED TRANSACTIONS;
ROCHE'S PLANS WITH RESPECT TO GENENTECH; THE MERGER AGREEMENT; THE CHARTER AMENDMENT; DESCRIPTION OF THE SPECIAL
COMMON STOCK; THE AMENDED GOVERNANCE AGREEMENT; GUARANTY OF ROCHE HOLDING
Item 12(a)-(b) THE PROPOSED TRANSACTIONS -- Recommendation of the Board of Directors; Fairness of the Transaction; -- Opinions
of Financial Advisors; THE MERGER AGREEMENT
Item 13(a) GENERAL INFORMATION -- No Appraisal Rights
Item 13(b) **
Item 13(c) **
Item 14 SELECTED HISTORICAL FINANCIAL DATA; INCORPORATION OF DOCUMENTS BY REFERENCE
Item 15(a) GENERAL INFORMATION -- Solicitation of Proxies
Item 15(b) GENERAL INFORMATION -- Solicitation of Proxies; THE PROPOSED TRANSACTIONS -- Source of Funds; Expenses
Item 16 **
Item 17(a) *
Item 17(b) Annex B and Annex C
Item 17(c) Annex A
Item 17(d) **
Item 17(e) **
Item 17(f) **
</TABLE>
---------------
* The information requested by this item is not required to be included in the
Proxy Statement/Prospectus.
** The Item is inapplicable or the answer thereto is in the negative.
ITEM 1. ISSUER AND CLASS OF SECURITIES SUBJECT TO THE TRANSACTION.
(a) The information set forth on the cover page of, and "BUSINESS OF
GENENTECH" in the Proxy Statement/Prospectus is incorporated herein by
reference.
2
<PAGE> 4
(b) The information set forth under "GENERAL INFORMATION -- Record
Date; Voting Rights; Proxies" in the Proxy Statement/Prospectus is
incorporated herein by reference.
(c)-(d) The information set forth in the Proxy Statement/Prospectus
under "MARKET PRICES OF AND DIVIDENDS ON THE REDEEMABLE COMMON STOCK AND THE
COMMON STOCK" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth under "CERTAIN INFORMATION CONCERNING
ROCHE AND ROCHE HOLDING", "PRINCIPAL STOCKHOLDERS OF GENENTECH" and "CERTAIN
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF ROCHE AND
ROCHE HOLDING" is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
Genentech, a person filing this statement, is the issuer of the class of
equity securities which is the subject of the Rule 13e-3 transaction.
(a)-(g) Additionally, the information set forth on the cover page of
the Proxy Statement/Prospectus and under "BUSINESS OF GENENTECH," "CERTAIN
INFORMATION CONCERNING ROCHE AND ROCHE HOLDING," "CERTAIN INFORMATION
CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY" and "CERTAIN
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF ROCHE AND
ROCHE HOLDING" is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in the Proxy Statement/Prospectus
under "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" is incorporated
herein by reference.
(2) The information set forth in the Proxy Statement/Prospectus under
"THE PROPOSED TRANSACTIONS -- Background of the Proposed Transactions"
and "CERTAIN INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF ROCHE AND ROCHE HOLDING" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement/Prospectus under
"THE PROPOSED TRANSACTIONS -- Background of the Proposed Transactions" is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Proxy Statement/Prospectus on
pages i-ii and under the captions "SUMMARY AND SPECIAL FACTORS -- Terms of
the Proposed Transactions", "THE PROPOSED TRANSACTIONS -- Purpose and
Structure of the Transactions", "THE MERGER AGREEMENT", "THE CHARTER
AMENDMENT; DESCRIPTION OF THE SPECIAL COMMON STOCK", "ARTICLE ELEVENTH OF
THE CERTIFICATE OF INCORPORATION", "THE AMENDED GOVERNANCE AGREEMENT",
"GUARANTY OF ROCHE HOLDING", and "THE LICENSING AGREEMENT" is incorporated
herein by reference.
(b) The information set forth in the Proxy Statement/Prospectus on
pages i-ii and under the captions "SUMMARY AND SPECIAL FACTORS -- Terms of
the Proposed Transactions", "THE PROPOSED TRANSACTIONS -- Purpose and
Structure of the Transactions", "THE MERGER AGREEMENT", "THE CHARTER
AMENDMENT; DESCRIPTION OF THE SPECIAL COMMON STOCK", "ARTICLE ELEVENTH OF
THE CERTIFICATE OF INCORPORATION", "THE AMENDED GOVERNANCE AGREEMENT",
"GUARANTY OF ROCHE HOLDING", and "THE LICENSING AGREEMENT" is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OF AFFILIATE.
(a)-(f) The information set forth in the Proxy Statement/Prospectus
under the captions "SUMMARY AND SPECIAL FACTORS", "THE MERGER AGREEMENT",
"THE CHARTER AMENDMENT; DESCRIPTION OF THE SPECIAL COMMON STOCK", "THE
AMENDED GOVERNANCE AGREEMENT", "GUARANTY OF ROCHE HOLDING", "THE LICENSING
AGREEMENT", "CONDUCT OF GENENTECH'S BUSINESS AFTER COMPLETION OF THE
PROPOSED TRANSACTIONS; ROCHE'S PLANS WITH RESPECT TO GENENTECH",
"INCORPORATION OF DOCUMENTS BY REFERENCE" and "THE PROPOSED
TRANSACTIONS -- Interests of Certain Persons in the Proposed Transactions"
is incorporated herein by reference.
(g) Not applicable.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in the Proxy Statement/Prospectus
under "THE PROPOSED TRANSACTIONS -- Source of Funds; Expenses", "GUARANTY OF
ROCHE HOLDING" and "CERTAIN INFORMATION CONCERNING ROCHE AND ROCHE HOLDING"
is incorporated herein by reference.
(c)-(d) Not applicable.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in the Proxy Statement/Prospectus
under "SUMMARY AND SPECIAL FACTORS"; "THE PROPOSED
TRANSACTIONS -- Background of the Proposed Transactions", and "-- Purpose
and Structure of the Transactions" is incorporated herein by reference.
(d) The information set forth in the Proxy Statement/Prospectus under
"SUMMARY AND SPECIAL FACTORS", "THE PROPOSED TRANSACTIONS -- Interests of
Certain Persons in the Proposed Transactions", "THE MERGER AGREEMENT", "THE
CHARTER AMENDMENT; DESCRIPTION OF THE SPECIAL COMMON STOCK", "THE AMENDED
GOVERNANCE AGREEMENT", "GUARANTY OF ROCHE HOLDING", "THE LICENSING
AGREEMENT", and "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS AND ACCOUNTING
TREATMENT" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(c) The information set forth in the Proxy Statement/Prospectus
under "SUMMARY AND SPECIAL FACTORS", "THE PROPOSED
TRANSACTIONS -- Recommendation of the Board of Directors; Fairness of the
Transaction" and "-- Opinions of Financial Advisors", "MARKET PRICES OF AND
DIVIDENDS ON THE REDEEMABLE COMMON STOCK AND THE COMMON STOCK", "THE CHARTER
AMENDMENT; DESCRIPTION OF THE SPECIAL COMMON STOCK" and "GENERAL
INFORMATION -- Required Vote" is incorporated herein by reference.
(d) No representative was hired solely on the behalf of unaffiliated
security holders.
(e) The information set forth in the Proxy Statement/Prospectus under
"SUMMARY AND SPECIAL FACTORS" and "THE PROPOSED
TRANSACTIONS -- Recommendation of the Board of Directors; Fairness of the
Transaction" is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the Proxy Statement/Prospectus
under "SUMMARY AND SPECIAL FACTORS"; "THE PROPOSED TRANSACTIONS -- Opinions
of Financial Advisors" is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information set forth in the Proxy Statement/Prospectus
under "GENERAL INFORMATION -- Required Vote"; "PRINCIPAL STOCKHOLDERS OF
GENENTECH"; "SECURITY OWNERSHIP OF MANAGEMENT"; "CERTAIN INFORMATION
CONCERNING DIREC-
3
<PAGE> 5
TORS AND EXECUTIVE OFFICERS OF THE COMPANY"; and "CERTAIN INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF ROCHE AND ROCHE HOLDING"
is incorporated by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in the Proxy Statement/Prospectus under
"SUMMARY AND SPECIAL FACTORS", "CONDUCT OF GENENTECH'S BUSINESS AFTER
COMPLETION OF THE PROPOSED TRANSACTIONS; ROCHE'S PLANS WITH RESPECT TO
GENENTECH", "THE MERGER AGREEMENT", "THE CHARTER AMENDMENT; DESCRIPTION OF
THE SPECIAL COMMON STOCK", "THE AMENDED GOVERNANCE AGREEMENT" and "GUARANTY
OF ROCHE HOLDING" is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a)-(b) The information set forth in the Proxy Statement/Prospectus
under "THE PROPOSED TRANSACTIONS -- Recommendation of the Board of
Directors; Fairness of the Transaction", "-- Opinions of Financial
Advisors", and "THE MERGER AGREEMENT" is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Proxy Statement/Prospectus under
"GENERAL INFORMATION -- No Appraisal Rights" is incorporated herein by
reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
The information set forth in the Proxy Statement/Prospectus under "SELECTED
HISTORICAL FINANCIAL DATA" is incorporated herein by reference. In addition, the
information set forth in (i) Item 14(a)(2) of Part IV of Genentech's Annual
Report on Form 10-K for the year ended December 31, 1994, (ii) Part II of
Genentech's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995
(iii) Part II of Genentech's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995 and (iv) pages 39-61 of Genentech's Annual Report to Stockholders
for the year ended December 31, 1994 is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the Proxy Statement/Prospectus under
"GENERAL INFORMATION -- Solicitation of Proxies" is incorporated herein by
reference.
(b) The information set forth in the Proxy Statement/Prospectus under
"GENERAL INFORMATION -- Solicitation of Proxies" and "THE PROPOSED
TRANSACTIONS -- Source of Funds; Expenses" is incorporated herein by
reference.
ITEM 16. ADDITIONAL INFORMATION.
Reference is hereby made to the Proxy Statement/Prospectus and to each
exhibit attached thereto, each of which is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
All exhibits required to be filed with this Schedule 13E-3 were filed
with the original Schedule 13E-3 filed on June 2, 1995 and with Amendment
No. 1 to this Schedule 13E-3 filed on September 8, 1995.
4
<PAGE> 6
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: September 18, 1995 GENENTECH, INC.
By: /s/ John P. McLaughlin
---------------------------------------------
Name: John P. McLaughlin
Title: Senior Vice President and Secretary
ROCHE HOLDINGS, INC.
By: /s/ Henri B. Meier
---------------------------------------------
Name: Henri B. Meier
Title: Vice President
5
