SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 17)
GENENTECH, INC.
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(Name of Issuer)
CALLABLE PUTABLE COMMON STOCK $.02 PAR VALUE
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(Title of Class of Securities)
368710307
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(CUSIP Number)
Peter R. Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Tel. No.: (212) 450-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1999
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(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).
<PAGE>
Schedule 13D
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CUSIP No. 368710307 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Roche Holdings, Inc. 51-0304944
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e). [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER 6,246,000 shares of putable callable common
SHARES stock
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 0
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 6,246,000 shares of putable callable
PERSON WITH common stock
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,246,000 Shares of Callable Putable Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.16% of Callable Putable Common Stock
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14 TYPE OF REPORTING PERSON
CO
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2
<PAGE>
The following information amends and supplements the Schedule 13D dated
September 11, 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 Stock"), the "Equity") of Genentech,
Inc., a Delaware corporation (the "Company"). The principal executive offices
of the Company are located at 1 DNA Way, South San Francisco, California 94080.
Item 2. Identity and Background.
This statement is filed by Roche Holdings, Inc., a Delaware corporation
("Roche") and wholly owned subsidiary of Roche Finance Ltd, a Swiss corporation
("Finance") and wholly owned subsidiary of Roche Holding Ltd, a Swiss
corporation ("Holding"). Mr. Kurt Jenny, an individual and citizen of
Switzerland ("Mr. Jenny") has, pursuant to an agreement, the power to vote a
majority of the voting securities of Holding. Roche, Finance, Holding and Mr.
Jenny are herein referred to collectively as the "Reporting Persons".
The address of the principal offices of Roche 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 4058, Switzerland. The business
address of Mr. Jenny is Aeschengraben 18, 4051 Basel, Switzerland.
Except as described below, none of the Reporting Persons, nor, to the best
knowledge of any of the Reporting Persons, any executive officer, director, or
controlling person of any Reporting Person has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to United States federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Consideration
The aggregate amount of funds required for the Redemption referred to
below will be equal to the product of (a) $82.50 and (b) the number of shares
of Special Common Stock outstanding, less the number of shares of Special
Common Stock deposited by Roche with the Depositary as provided (and defined)
in the Company's Certificate of Incorporation. These funds are expected to be
provided by Roche, and are expected to be obtained from bank borrowings and
from working capital.
Item 4. Purpose of Transaction
The Special Common Stock is subject to redemption by the Company (the
"Redemption"). Holding has announced its intention that the Company effect the
Redemption, the purpose of which is to cause the entire equity interest in the
Company to be owned by Roche and Holding.
In connection with the Redemption, it is expected that the Special Common
Stock will cease to be listed on the New York Stock Exchange and registered
under the Securities Exchange Act.
3
<PAGE>
Item 5. Interest in the Securities of the Issuer.
(a) Roche is the beneficial owner of 6,426,200 shares of the Special
Common Stock (approximately 12.16% of the 51,346,989 shares of Special Common
Stock outstanding as of March 31, 1999 according to the Company's Form 10-Q for
the quarter then ended). Roche is also the beneficial owner of 76,621,009
shares of Common Stock, which represent 100% of the Common Stock outstanding.
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
shares of Common Stock, except that Dr. Franz B. Humer (on behalf of Roche and
not individually) has been granted stock options by the Company to purchase
15,000 shares of Special Common Stock at $48.875, all of which are issuable
under currently exercisable stock options, and 20,000 shares of Special Common
Stock at $53.00 per share, 15,000 of which are issuable under currently
exercisable stock options, and 5,000 of which are not issuable under currently
exercisable stock options or options exercisable within sixty days of the date
hereof, and Mr. Jonathan Knowles (on behalf of Roche and not individually) has
been granted stock options by the Company to purchase 20,000 shares of Special
Common Stock at $67.06, 5,000 of which are issuable under currently exercisable
stock options, and 15,000 of which are not issuable under currently exercisable
stock options or options exercisable within sixty days of the date hereof.
(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 shares of
Common Stock or sole or shared power to dispose of or direct the disposition of
any shares of Common Stock.
(c) No transactions in shares of Common Stock 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.
(d) Not applicable.
(e) After the Redemption, the Special Common Stock will cease to be
outstanding.
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 herein, in the Schedule 13D and previous amendments thereto.
Item 7. Material Filed as Exhibits.
99.1 Press release dated June 3, 1999.
4
<PAGE>
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: June 4 , 1999
ROCHE HOLDINGS, INC.
By: /s/ Dr. Henri B. Meier
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Name: Dr. Henri B. Meier
Title: Vice President and Treasurer
5
<PAGE>
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS(*) OF
ROCHE HOLDINGS, INC.
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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.
<TABLE>
Director's Name Business Address Principal Occupation
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<S> <C> <C>
*Dr. h.c. Fritz Gerber Chairman of the Board
(President)
*Dr. Henri B. Meier Chief Financial Officer
(Vice President and Treasurer)
Peter N. Schiller Hoffstots Lane Attorney-at-Law
Sands Point, New York 11050
Mr. Marcel Kohler One Commerce Center Secretary
Suite 1050
Wilmington, DE 19801
</TABLE>
<PAGE>
SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS(*) OF
ROCHE FINANCE LTD.
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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.
<TABLE>
Director's Name Business Address Principal Occupation
- -------------------------------- --------------------------- --------------------------
<S> <C> <C>
*Dr. h.c. Fritz Gerber Chairman of the Board
(President)
*Dr. Andres F. Leuenberger Vice Chairman of the Board
*Dr. Henri B. Meier Chief Financial Officer
</TABLE>
<PAGE>
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.
<TABLE>
Director's Name Business Address Principal Occupation
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<S> <C> <C>
*Dr. h.c. Fritz Gerber Chairman of the Board
*Dr. Andres F. Leuenberger Vice Chairman of the Board
*Mr. Rolf Haenggi Vice Chairman of the Board
*Mr. Andre Hoffmann La Masselaz Venture Capitalist
CH-1126 Vaux sur Morges
*Dr. Franz B. Humer Member of the Executive Committee,
Chief Executive Officer, and Head of
Pharmaceuticals Division
*Prof. Kurt Jenny Aeschengraben 18 Lawyer
4051 Basel, Switzerland
*Dr. Henri B. Meier Member of the Executive Committee,
Chief Financial Officer
*Dr. Andreas Oeri Clarahofweg 19 a Surgeon
4005 Basel, Switzerland
*Prof. Werner Stauffacher University of Basel Head of Department Research
Hebelstrasse 32
4056 Basel, Switzerland
*Prof. Charles Weissmann University of Institut fur Professor
Zurich
Molekularbiologie I
der Universitaet Zurich
Hoenggerberg
8093 Zurich, Switzerland
Dr. Markus Altwegg Member of the Executive Committee,
Head of Vitamins and Fine Chemicals
Division
Mr. Otto A. Meile Member of the Executive Committee,
Head of Diagnostics Division
Prof. Jonathan Knowles Member of the Executive Committee,
(U.K. citizen) Head of Research
<PAGE>
<S> <C> <C>
Director's Name Business Address Principal Occupation
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Dr. Daniel Villiger Member of the Executive Committee,
Head of Human Resources /
Communications
</TABLE>
EXHIBIT 99.1
Press Release
Basel, June 3, 1999
Roche intends to exercise its Genentech call option
Roche will continue Genentech as an independent company through the subsequent
public offering of Genentech shares
Roche today announced the intention to exercise its option to have Genentech,
Inc. (NYSE:GNE) redeem all of Genentech's shares not owned by Roche, based on
the terms of the agreement it reached with the US biotechnology company in 1990
and renegotiated in 1995. In addition, after the redemption is completed, Roche
intends to publicly sell up to 19% of Genentech shares and continue the company
as a publicly traded, independent legal entity.
Roche will complete the purchase of Genentech according to its longstanding
option agreement, however Roche intends to publicly sell the shares with a
filing of the registration statement by mid-June. "We believe in the value and
unique culture of Genentech", said Franz B. Humer, Roche's chief executive
officer. "By publicly selling a portion of shares, the US biotechnology pioneer
will maintain its independent operations as it continues to pursue its mission
to provide important products for patients and an opportunity for financial
growth. Roche looks forward to continuity of management under the leadership of
Arthur Levinson."
"We are very pleased with the plan to sell publicly a portion of Genentech's
stock, which will allow us to continue our work as an independent company",
said Arthur D. Levinson, Ph.D., Genentech's president and chief executive
officer. "This new arrangement with Roche will allow us to continue to
implement our strategic plan focused on bringing important new products to
patients and increased value to shareholders."
Roche expects to publicly sell Genentech shares after the redemption is
completed and the registration statement is filed, which is expected by
mid-June. The public offering will be made only by means of a prospectus. Roche
will remain the majority shareholder of Genentech, and there will be no future
put or call agreements in place.
Upon receiving the official call notification from Roche, Genentech will redeem
its shares of Callable Putable Common Stock. Genentech will send a redemption
notice to each shareholder informing them of the process to redeem the shares
for $82.50 each. Genentech will appoint a depository that will receive the
funds from Roche to pay each shareholder.
