SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment #1
Under the Securities Exchange Act of 1934
CELL GENESYS, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.001 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
150921 10 4
-----------------
(CUSIP Number)
William K. Hoskins, Esq. Harry R. Benz
General Counsel Hoechst Corporation
Hoechst Marion Roussel, Inc. Route 202-206
9300 Ward Parkway P.O. Box 2500
Kansas City, Missouri 64114 Somerville, NJ 08876-1258
(816) 966-4000 (517) 636-1000
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 27, 1995
-------------------------------------------------------
(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)(4)(i)(A) or (B), check the
following box. [ ]
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 6
There is no Exhibit Index
<PAGE> 2
CUSIP No. 150921 10 4
___________________________________________________________________________
1) Name of Reporting Person and its Hoechst Marion Roussel, Inc.
I.R.S. Identification Number 44-0565557
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ X ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds WC
___________________________________________________________________________
5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
___________________________________________________________________________
6) Citizenship or Place of Organization Delaware
___________________________________________________________________________
7) Sole Voting Power 2,750,000*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 2,750,000*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 2,750,000*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 16.5%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes up to 750,000 shares that may be purchased for $13.00 per share
upon the exercise of a Common Stock Purchase Warrant during the period
beginning November 27, 1995, and ending October 9, 2000.
<PAGE> 3
CUSIP No. 150921 10 4
___________________________________________________________________________
1) Name of Reporting Person and its Hoechst Corporation
I.R.S. Identification Number 22-1862783
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ x ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds Not applicable
___________________________________________________________________________
5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
___________________________________________________________________________
6) Citizenship or Place of Organization Delaware
___________________________________________________________________________
7) Sole Voting Power 2,750,000*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 2,750,000*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 2,750,000*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 16.5%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes up to 750,000 shares that may be purchased for $13.00 per share
upon the exercise of a Common Stock Purchase Warrant during the period
beginning November 27, 1995, and ending October 9, 2000.
<PAGE> 4
This Amendment to the Statement on Schedule 13D (the "Schedule 13D")
with respect to the Common Stock of Cell Genesys, Inc. (the "Issuer"), of
Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI"), and Hoechst
Corporation, a Delaware corporation ("HCorp"), is filed to report the
purchase of 2,000,000 shares of Common Stock of the Issuer (the "Shares")
and the issuance to HMRI of a warrant (the "Warrant") to purchase up to an
additional 750,000 shares of Common Stock (the "Warrant Shares") for $13.00
per share. Except as set forth in this Amendment No. 1, the information
set forth in the Schedule 13D remains unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------- --------------------------------------------------
Item 3 of this Schedule 13D is amended to read as follows:
On November 27, 1995, upon the expiration of the Waiting Period under
the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Waiting
Period"), for an aggregate price of $20,000,000, HMRI purchased from the
Issuer 2,000,000 shares of Common Stock of the Issuer (the "Shares") and a
warrant (the "Warrant") to purchase up to an additional 750,000 shares of
Common Stock (the "Warrant Shares") for $13.00 per share was issued. The
source of funds for the purchase price of $20,000,000 was the working
capital of HMRI. None of the funds were borrowed or otherwise obtained for
the purpose of acquiring the Shares. The source of funds for the purchase
price of $9,750,000 for the Warrant Shares is expected to be the working
capital of HMRI and none of such funds are expected to be borrowed or
otherwise obtained for the purpose of acquiring the Warrant Shares.
ITEM 4. PURPOSE OF TRANSACTION.
- ------- -----------------------
Item 4 of this Schedule 13D is amended by adding the following
paragraph:
The HRS Waiting Period expired and the transactions described herein
were consummated on November 27, 1995.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------- -------------------------------------
Paragraph (a) of Item 5 of this Schedule 13D is amended to read as
follows.
(a) HMRI beneficially owns 2,000,000 Shares of the Issuer's Common
Stock representing approximately 12.6% (and 750,000 Warrant Shares together
representing approximately 16.5%) of the Issuer's Common Stock outstanding
at September 30, 1995 on a fully-diluted basis. The Warrant was issued to
HMRI concurrently with the Shares, and HMRI has the right to acquire the
Warrant Shares upon payment of the warrant exercise price. Except as may
be set forth in any subsequent amendment to the Schedule, neither Hoechst
AG nor HCorp, nor any executive officer or director of Hoechst AG, HMRI, or
HCorp, beneficially owns any of the Shares or any other shares of Common
Stock other than through their beneficial ownership, if any, of stock of
Hoechst AG, HCorp, or HMRI. HMRI is a wholly-owned subsidiary of HCorp,
which is a wholly-owned subsidiary of Hoechst AG. HCorp disclaims
beneficial ownership of securities owned directly by HMRI.
<PAGE> 5
SIGNATURE
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 correct.
HOECHST MARION ROUSSEL, INC.
Date: December 11, 1995 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President, Assistant
General Counsel, and
Assistant Secretary
<PAGE> 6
SIGNATURE
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 correct.
HOECHST CORPORATION
Date: December 11, 1995 By: /s/ Harry R. Benz
Harry R. Benz
Senior Vice President-Finance
and Chief Financial Officer
