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. 18)
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 14, 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 SOLE VOTING POWER 6,426,200 shares of putable
SHARES callable common stock
BENEFICIALLY
OWNED BY SHARED VOTING POWER 0
EACH
REPORTING SOLE DISPOSITIVE POWER 6,426,200 shares of putable
PERSON WITH callable common stock
SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,426,200 Shares of Callable Putable Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.35% of Callable Putable Common Stock
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" 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 1201 North Orange Street,
Wilmington, Delaware 19801. 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 will 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 exercised its option to have 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.
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<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 12.35% of the 52,018,530 shares of Special Common
Stock outstanding as of June 11, 1999 according to the Company's calculation
delivered to Roche. 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 14, 1999.
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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 15 , 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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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.
Director's Name Business Address Principal Occupation
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*Dr. h.c. Fritz Gerber Chairman of the Board
(President)
*Dr. Henri B. Meier Chief Financial Officer
(Vice President and Treasurer)
Mr. Marcel Kohler One Commerce Center Secretary
Suite 1050
Wilmington, DE 19801
<PAGE>
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.
Director's Name Business Address Principal Occupation
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*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
<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 Professor
fur 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>
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 14, 1999
Roche exercises option to redeem Genentech shares
Roche has exercised its option to redeem all of Genentech's outstanding special
common shares. The redemption date is June 30, 1999.
One June 2, Genentech and Roche announced Roche's intention to exercise its call
option and publicly reissue a portion of Genentech's shares.
For further information, please turn to www.gene.com.
