SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment #5
Under the Securities Exchange Act of 1934
ONCOGENE SCIENCE, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
682305 10 7
-----------------
(CUSIP Number)
William K. Hoskins, Esq.
General Counsel, Hoechst Marion Roussel, Inc.
General Counsel, HMR Pharma, Inc.
10236 Marion Park Drive
Kansas City, Missouri 64137-1405
(816) 966-4000
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1996
-------------------------------------------------------
(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. [ ]
Page 1 of 13
Exhibit Index is at Page 8
<PAGE> 2
CUSIP No. 682305 10 7
___________________________________________________________________________
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)[ ]
___________________________________________________________________________
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 1,590,909*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,590,909*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,590,909*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 7.0%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes up to 500,000 shares that may be purchased for $5.50 per share
upon the exercise of a Common Stock Purchase Warrant during the five-year
period beginning December 11, 1994, and ending December 10, 1999.
<PAGE> 3
CUSIP No. 682305 10 7
___________________________________________________________________________
1) Name of Reporting Person and its HMR Pharma, Inc.
I.R.S. Identification Number ** Applied for **
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ ]
___________________________________________________________________________
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 1,590,909*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,590,909*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,590,909*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 7.0%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes up to 500,000 shares that may be purchased for $5.50 per share
upon the exercise of a Common Stock Purchase Warrant during the five-year
period beginning December 11, 1994, and ending December 10, 1999.
<PAGE> 4
This Amendment to the Statement on Schedule 13D (the "Schedule 13D")
with respect to the Common Stock of Oncogene Science, Inc. (the "Issuer"),
of Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI"), and HMR
Pharma, Inc., a Delaware corporation ("Pharma"), is filed solely to report
the possible deemed acquisition of indirect beneficial ownership of
securities of the Issuer by Pharma due to its acquisition of a majority
beneficial ownership interest in HMRI. The filing of this Statement on
behalf of Pharma shall not be construed as an admission that Pharma is, for
the purposes of Section 13(d) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Statement.
This Statement on Schedule 13D is hereby amended by substituting
"Hoechst Marion Roussel, Inc." for "Marion Merrell Dow Inc.", "HMRI" for
"MMD", and "Pharma" for "Parent, wherever such terms appear, unless the
context requires otherwise.
ITEM 2. IDENTITY AND BACKGROUND.
- ------- ------------------------
Item 2 of this Schedule 13D is amended to read as follows:
(a) - (c), (f) This Schedule is filed on behalf of Hoechst Marion
Roussel, Inc., a Delaware corporation ("HMRI"), and HMR Pharma, Inc., a
Delaware corporation ("Pharma"). The principal place of business and
principal office of HMRI and Pharma are at 10236 Marion Park Drive, Kansas
City, Missouri 64137-1405. The principal business of HMRI is the
discovery, development, manufacturing, marketing, and sale of pharmaceuti-
cal compounds for the treatment of human diseases. Pharma is a holding
company for most of the U.S. pharmaceutical operations of, and a wholly
owned subsidiary of, Hoechst Aktiengesellschaft, a German corporation
("Hoechst AG"), which is a multinational pharmaceutical and chemical
company headquartered in Frankfurt, Germany. Information as to the
executive officers and directors of HMRI and Pharma is set forth in Exhibit
99.D hereto. Information as to the executive officers and directors of
Hoechst AG is set forth in Exhibit 99.E hereto.
Pharma beneficially owns 98.2% of the outstanding common stock of HMRI
and is filing this Schedule solely with respect to its potential deemed
indirect ownership of HMRI's holdings of the securities.
(d) - (e) During the last five years, neither HMRI, Pharma, nor, to
their knowledge, Hoechst AG or any of the persons listed in Exhibits 99.D
or 99.E hereto, has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors). During the last five years,
neither HMRI nor Pharma nor, to their knowledge, Hoechst AG or any of the
persons listed in Exhibits 99.D or 99.E hereto, has been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any of them was or is subject to a
judgment, decree, or final order enjoining future violation of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION.
- ------- -----------------------
The final two paragraphs of Item 4 of this Schedule 13D are deleted
and replaced by the following:
Except as set forth in this Schedule, neither HMRI, Pharma, nor
<PAGE> 5
Hoechst AG has any plans or proposals that relate to or would result in any
of the events described in paragraphs (a) through (j) of this Item.
However, any of such persons may elect to acquire or dispose of securities
of the Issuer in the future, depending on its evaluation of the Issuer's
business, prospects, and financial condition, the market for the Common
Stock, other opportunities available to HMRI and its affiliates, prospects
for the businesses of HMRI and its affiliates, general economic conditions,
money and stock market conditions,and other future developments.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------- -------------------------------------
Item 5 of this Schedule 13D is amended to read as follows:
(a) HMRI beneficially owns 1,090,909 shares of the Issuer's Common
Stock, representing approximately 4.9% of the Common Stock outstanding at
November 29, 1996, and an option (pursuant to the Warrant) exercisable from
December 11, 1994, through December 10, 1999, to purchase an additional
500,000 shares. If the Warrant was exercised to purchase all 500,000
shares, MMD would own approximately 7.0% of the Common Stock outstanding at
November 29, 1996, on a fully-diluted basis. Except as may be set forth in
any subsequent amendment to this Schedule, neither Hoechst AG nor Pharma,
nor any executive officer or director of Hoechst AG, HMRI, or Pharma,
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, Pharma, or HMRI. Pharma, which is a wholly-owned subsidiary of Hoechst
AG, beneficially owns approximately 98.2% of the outstanding stock of HMRI.
(b) HMRI has sole power to vote and to dispose of the Shares.
Neither Hoechst AG, Pharma, nor any executive officer or director of either
HMRI, Pharma, or Hoechst AG has any power to vote or to direct the vote, or
to dispose of or to direct the disposition of, the Shares except to the
extent that Hoechst AG, Pharma, or any such executive officer or director
may be deemed to have any such power by reason of such person's relation-
ship to or position with HMRI, Pharma, or Hoechst AG.
(c) - (d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
- ------- RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------
The final paragraph of Item 6 of this Schedule 13D is amended to read
as follows:
Other than as described herein, there are no contracts, arrangements,
understandings or relationships between or among HMRI, Pharma, and/or
Hoechst AG and any other person with respect to any securities of the
Issuer.
<PAGE> 6
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------- ---------------------------------
Item 7 of this Schedule 13D is amended by changing Exhibits 99.C,
99.D, and 99.E to read as follows:
99.C Agreement to File Jointly dated January 9, 1997, by and between
HMRI and Pharma.
99.D Information concerning directors and executive officers of HMRI
and Pharma.
99.E Information concerning directors and executive officers of
Hoechst AG.
<PAGE> 7
SIGNATURES
----------
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
HOECHST MARION ROUSSEL, INC.
Date: January 9, 1997 By: /s/ James P. Mitchum
James P. Mitchum
Vice President and
Chief Financial Officer
HMR PHARMA, INC.
Date: January 9, 1997 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President and
Assistant Secretary
<PAGE> 8
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ------------ ---------
99.C Agreement to File Jointly dated January 9, 9
1997, by and between HMRI and Pharma.
99.D Information concerning directors and 10
executive officers of HMRI and Pharma.
99.E Information concerning directors and 11
executive officers of Hoechst AG.
<PAGE> 9
EXHIBIT 99.C
AGREEMENT TO FILE JOINTLY
We, the undersigned, hereby express our agreement that the Schedule
13D to which this Agreement is appended is filed on behalf of each of us.
HOECHST MARION ROUSSEL, INC.
Date: January 9, 1997 By: /s/ James P. Mitchum
James P. Mitchum
Vice President and
Chief Financial Officer
HMR PHARMA, INC.
Date: January 9, 1997 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President and
Assistant Secretary
<PAGE> 10
Exhibit 99.D
DIRECTORS AND OFFICERS OF HOECHST MARION ROUSSEL, INC. AND HMR PHARMA, INC.
- ---------------------------------------------------------------------------
The following sets forth the name, title, business address, and
present principal occupation of each of the directors and executive
officers of HMRI and Pharma as of January 1, 1997. Each is a citizen of
the United States unless otherwise indicated.
Name Title Address
- ---- ----- -------
Peter W. Ladell Chief Operating Officer 10236 Marion Park Drive
(Citizen of Canada) of the Pharmaceutical Kansas City, MO 64137
Division of Hoechst AG;
President and Chief
Executive Officer of
HMRI; President and
Chairman of the Board
of Pharma
Alban W. Schuele Director of HMRI Hoechst AG
65926 Frankfurt Main
Germany
James P. Mitchum Vice President and 10236 Marion Park Drive
Chief Financial Kansas City, MO 64137
Officer of HMRI; Vice
President and
Director of Pharma
Kevin M. Hartley Vice President and 10236 Marion Park Drive
Treasurer of HMRI; Kansas City, MO 64137
Vice President and
Treasurer of Pharma
Richard J. Markham Chief Executive Officer Hoechst AG
of the Pharmaceutical 56926 Frankfurt Main
Divisions of Hoechst Germany
AG; Director of HMRI
Jean-Pierre Godard President of the Board Roussel Uclaf S.A.
(Citizen of France) of Roussel Uclaf and 102, route de Noisy
Director of HMRI Romainville, France
Horst Waesche Member of the Board of Hoechst AG
(Citizen of Germany) Management; Pharmaceu- 65926 Frankfurt Main
tical and Diagnostics Germany
Divisions; Schwarzkopf
of Hoechst AG and
Director of HMRI
Tommy R. White Vice President, 10236 Marion Park Drive
Human Resources and Kansas City, MO 64137
Corporate Relations
of HMRI
<PAGE> 11
Kirk R. Schueler Vice President, U. S. 10236 Marion Park Drive
Commercial Director Kansas City, MO 64137
of HMRI
Charles A. Portwood Vice President, 10236 Marion Park Drive
Operations, of HMRI Kansas City, MO 64137
William K. Hoskins Vice President, 10236 Marion Park Drive
General Counsel and Kansas City, MO 64137
Corporate Secretary
of HMRI; Vice
President and
Secretary of Pharma
Rebecca R. Tilden Vice President and 10236 Marion Park Drive
Assistant Secretary Kansas City, MO 64137
of Pharma
<PAGE> 12
EXHIBIT 99.E
DIRECTORS AND EXECUTIVE OFFICERS OF HOECHST AG.
- -----------------------------------------------
The following table sets forth the name and present principal
occupation or employment of each member of the Supervisory Board and the
Board of Management of Hoechst AG. The business address of each of them is
Hoechst AG, 65926 Frankfurt Main, Germany. Except as otherwise indicated,
all such persons are citizens of Germany and each occupation listed refers
to employment with Hoechst AG.
Name Principal Present Occupation
- ---- ----------------------------
SUPERVISORY BOARD
Prof. Dr. rer. nat. Honorary Chairman of the Supervisory Board
Dr. h.c. mult
Rolf Sammet
Erhard Bouillon Chairman of the Supervisory Board
Arnold Weber Deputy Chairman of the Supervisory Board;
Chemical & textile laboratory technician;
Chairman of the Central Works Council and the
Group Works Council of Hoechst AG
Dr.-Ing. E.h. Member of the Supervisory Board
Willi Esser Mechanic; Member of the Central Works Council
of Hoechst AG
Dietrich-Kurt Frowein Member of the Board of Management of
Commerzbank AG
Dr. jur. Dr. h.c. mult. Member of the Supervisory Board
Kurt Furgler (Citizen
of Switzerland)
Prof. Dr. rer. nat. Member of the Supervisory Board
Dr.-Ing. E.h.
Heinz Harnisch
Juergen Hilger Computer specialist, Member of the Central
Works Council and the Group Works Council of
Hoechst AG
Dr. rer. nat. Graduate Chemist; Chairman of
Ingolf Hornke the Senior Executives' Committee of
Hoechst AG
Khaled. Saleh Buhamrah Chairman & Managing Director of Petrochemical
(Citizen of Kuwait) Industries Co., Kuwait
Hermann-Heinz Konrad Graduate Engineer; Deputy Chairman of the
Senior Executives' Committee of Hoechst AG
Rainer Kumlehn Electrician; Regional Head of the IG Chemie-
Papier-Keramik Hessen
<PAGE> 13
Prof. Dr. rer. nat. President, Max-Planck-Gesellschaft, Munich
Dr. rer. nat. h.c.
Hubert Markl
Juergen Sarrazin Chairman of the Board of Managing Directors
of Dresdner Bank AG
Egon Schaefer Electrician; Deputy Chairman of IG Chemie-
Papier-Keramik
Dr. jur. Chairman of the Board of Management of
Hans-Juergen Schinzler Muenchner Rueckversicherungs-Gesellschaft
Konrad Starnecker Skilled Chemical Plant Operative; Member of
the Central Works Council of Hoechst AG
Wolfgang Vetter Fitter; Member of the Central Works
Council of Hoechst AG
Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc.
Adam Wegehingel Machinist; Member of the Council of the
Gersthofen of Hoechst AG
BOARD OF MANAGEMENT
- -------------------
Juergen Dormann Chairman of the Board of Management
Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals,
(United States Citizen) Specialty Chemicals, Technical Polymers
Divisions
Prof. Dr. rer. nat. Member of the Board of Management;
Utz-Hellmuth Felcht Director of Personnel; Research; Herberts,
SGL Carbon, Hoechst CeramTec
Dipl. -Kfm. Member of the Board of Management;
Justus Mische Europe, Africa; Materials Management
Dr. -Ing. Member of the Board of Management; Messer
Ernst Schadow Griesheim, Uhde; Engineering and
Environmental Protection; Hoechst Site
Dr. Klaus J. Schmieder Member of the Board of Management
Dr. rer. nat. Member of the Board of Management;
Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions;
Schwarzkopf
Claudio Sonder Member of the Board of Management; Member of
(Citizen of Brazil) the Supervisory Board of Hoechst Schering
AgrEvo GmbH; and Chairman of the Supervisory
Board of Hoechst do Brasil, San Paulo
Dipl.-Ing. Member of the Board of Management; Asia;
Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and
Communication
