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. 19)
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 16, 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).
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Schedule 13D
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CUSIP No. 368710307 13D Page 2 of 5 Pages
1 NAME 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
BK, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e). |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER N/A
SHARES
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY 9 SOLE DISPOSITIVE POWER N/A
EACH 10 SHARED DISPOSITIVE POWER N/A
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable
14 TYPE OF REPORTING PERSON
CO
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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" ) 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 3. Source and Amount of Consideration
The aggregate amount of funds (the "Funds") required for the Redemption
referred to below was $3,761,367,225 and was obtained from bank borrowings and
from working capital.
Item 4. Purpose of Transaction
All of the Special Common Stock was redeemed by the Company (the
"Redemption") on June 16, 1999 and ceased to be outstanding at that time.
Trading in the Special Common Stock ceased on June 16, 1999, and the
reporting person understands that the New York Stock Exchange and the Pacific
Stock Exchange have each filed a Form 25 with the Securities & Exchange
Commission (the "SEC") requesting the delisting and deregistration of the
Special Common Stock. On June 16, 1999, the Company filed a Form 15 with the SEC
requesting the deregistration of and termination of filing requirements under
the Securities Exchange Act of 1934, as amended, with respect to the Special
Common Stock.
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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 17 , 1999
ROCHE HOLDINGS, INC.
By: /s/ Dr. Henri B. Meier
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Name: Dr. Henri B. Meier
Title: Chief Financial Officer
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