UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 15)
GENENTECH, INC.
______________________________________________________________________________
(Name of Issuer)
CALLABLE PUTABLE COMMON STOCK
$.02 PAR VALUE
_____________________________________________________________________________
(Title of Class of Securities)
368710307
______________________________________________________________________________
(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 24, 1997
______________________________________________________________________________
(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 [ ].
Note: This document is being electronically filed with the Commission, using
the EDGAR system. 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. 368710307
____________________________________________________________________________
(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
Delaware
____________________________________________________________________________
Number of (7) Sole Voting Power 5,156,000 Shares
Shares Bene- Callable Putable Common Stock
ficially
Owned by
Each Report- (8) Shared Voting Power 0 Shares
ing Person
With (9) Sole Dispositive Power 5,156,000 Shares
Callable Putable Common Stock
(10) Shared Dispositive Power 0 Shares
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,156,000 Shares of Callable Putable Common Stock
___________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
11.57% of Callable Putable Common Stock
___________________________________________________________________________
(14) Type of Reporting Person (See Instructions)
CO
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 Callable Putable Common Stock, par
value $0.02 per share (the "Special Common Stock" and together with the Common
Stock, par value $0.02 per share, 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 1,156,000 shares of the
Special Common Stock acquired by Purchaser in the past sixty days as described
in Item 4 was $62,435,500, excluding commissions, and was financed from
working capital of the Purchaser.
Item 4. Purpose of Transaction
----------------------
Between November 29, 1996, and January 29, 1997, the Purchaser
purchased an aggregate of 1,156,000 shares of the Special Common Stock for an
aggregate purchase price of $62,435,500, excluding commissions. Certain
information with respect to purchases of Special 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 Amended Governance Agreement between Purchaser and the
Company), the Purchaser expects that it or its affiliates may acquire
additional shares of Special 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
purchase of Special 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 76,621,009 shares of
Common Stock (100% of the Common Stock outstanding) and 5,156,000 shares of
the Special Common Stock (approximately 11.57% of the 44,548,651 shares of
Special Common Stock outstanding as of September 30, 1996 according to the
Company's Form 10-Q for the quarter then ended (the "10-Q")), which together
represent approximately 67.49% of the Common Shares outstanding as of
September 30, 1996. The Company, in its 10-Q, reported that as of September
30, 1996, 121,169,660 Common Shares were outstanding.
Transactions by the Reporting Person in Special Common Stock
within the 60 days preceding the date of this Amendment are described in Items
4 and 6 and in Schedule D.
Except as set forth herein, neither 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
beneficially owns any Common Shares, except that Prof. Jurgen Drews owns 200
shares of Special Common Stock and has been granted stock options by the
Company to purchase 15,000 shares of Special Common Stock at $25.50 per share,
all of which are issuable under currently exercisable stock options, 15,000
shares of Special Common Stock at $26.50 per share, all of which are issuable
under currently exercisable stock options, 15,000 shares of Special Common
Stock at $50.375, 5,000 of which are issuable under currently exercisable
stock options and 10,000 of which are not issuable under currently exercisable
stock options or options exercisable within sixty days of January 24, 1997,
and 20,000 shares of Special Common Stock at $53.00 per share, none of which
are issuable under currently exercisable stock options or options exercisable
within sixty days of January 24, 1997; and Dr. Franz B. Humer has been granted
stock options by the Company to purchase 15,000 shares of Special Common Stock
at $48.875, 5,000 of which are issuable under currently exercisable stock
options and 10,000 of which are not issuable under currently exercisable stock
options or options exercisable within sixty days of January 24, 1997, and
20,000 shares of Special Common Stock at $53.00 per share, none of which are
issuable under currently exercisable stock options or options exercisable
within sixty days of January 24, 1997.
(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) No transactions in 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.
------
On January 24, 1997, the Purchaser agreed to purchase from Mr.
Robert A. Swanson, in his capacity as trustee for certain trusts, 1,100,000
shares of Special Common Stock at a price of $54.00 per share.
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 herein, in the Schedule 13D and previous amendments
thereto.
Item 7. Material Filed as Exhibits.
--------------------------
Exhibit 7.13 Letter dated January 24, 1997 from Messrs. Hans
Wyss and Peter Matter to Mr. Robert A. Swanson
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 accurate.
Dated: January 30, 1997
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, except that Mr. Schiller is a citizen of the United States.
Present Principal
Name, Business Address Occupation
- ---------------------- ---------------------
*Mr. Fritz Gerber Chairman of the Board,
(President) President and
Chief Executive Officer
*Dr. Henri B. Meier Chief Financial Officer
(Vice President and
Treasurer)
Peter N. Schiller Attorney-at-Law
Hoffstots Lane
Sands Point, New York 11050
(Secretary)
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
Mr. Rolf Haenggi Vice Chairman of the Board
Business Executive
*Mr. Andre Hoffmann Venture Capitalist
Ashwood Associates
17, Cromwell Place
London SW7 2LA, England
*Dr. Andres F. Leuenberger Vice Chairman of the Board
*Dr. Franz B. Humer Member of the Executive
Committee, Chief Operating
Officer, and Head of
Pharmaceuticals Division
*Dr. Henri B. Meier Member of the Executive
Committee, Chief Financial
Officer
*Dr. Andreas Oeri Surgeon
Clarahofweg 19 a
4005 Basel, Switzerland
*Prof. jur. Kurt Jenny Lawyer
Aeschengraben 18
4051 Basel, Switzerland
*Prof. Dr. Werner Stauffacher Head of Department of
Head of Department Research, University of
of Research Basel
University of Basel
Hebelstrasse 32
4056 Basel, Switzerland
*Prof. Charles Weissmann Professor, University of
Institut fur Zurich
Molekularbiologie I
der Universitaet Zurich
Hoenggerberg
8093 Zurich, Switzerland
Dr. Markus Altwegg Member of the Executive
Committee, Head of
Roche Pharma Switzerland
Mr. Jean-Luc Belingard Member of the Executive
Committee, Head of
Diagnostics Division
Dr. Roland Bronnimann Member of the Executive
Committee, Head of Vitamins
and Fine Chemicals Division
Prof. Jurgen Drews Member of the Executive
Committee, Head of
Research and Development
Department
SCHEDULE D
----------
Purchases of Special Common Stock
(all transactions effected on NYSE,
except as noted)
(all prices exclude commissions)
Date Number of Shares Price Per Share
- ----------------- ------------------- ------------------
1-24-97 20,000 $54.125
1-24-97 36,000 $54.25
1-24-97 1,100,000 $54.00*
-------------------
1,156,000
__________________________
* Purchased in a privately negotiated transaction from
Mr. Robert A. Swanson, as trustee for certain trusts.
Exhibit 7.13
Roche Holdings, Inc.
15 East North Street
Dover, Delaware 19901
By Fax: [omitted](*)
Mister Robert A. Swanson
[omitted](*)
January 24, 1997 PM/et
Dear Mr. Swanson,
We decided today to accept your offer of Genentech, Inc. shares.
Herewith we confirm the purchase from you of 1,100,000 shares Genentech, Inc.
at USD54.-(NYSE closing price of January 23, 1997), total amount USD
59,400,000.
We propose transfer of the shares, with duly transferred title to Roche
Holdings, Inc., into an escrow account with Swiss Bank Corporation, New York.
As soon as we have been notified by Swiss Bank Corporation, New York about the
due transfer of the 1,100,000 shares Genentech, Inc., Roche Holding, Inc. will
make the following payment within 2 New York business days:
Amount of shares Total amount in USD Account
- ------------------------ --------------------- --------------
75,000 4,050,000 [omitted](*)
150,000 8,100,000 [omitted](*)
150,000 8,100,000 [omitted](*)
725,000 39,150,000 [omitted](*)
- ------------------------ ---------------------
1,100,000 59,400,000
__________________________
(*) Confidential portion omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2.
The exact payment details are listed on the attached sheet.
We trust this transaction is in the best interest of both parties.
Yours sincerely,
ROCHE HOLDINGS, INC.
/s/ Hans Wyss
-------------------------
Hans Wyss
/s/ Peter Matter
--------------------------
Peter Matter
