SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 3
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. Harry R. Benz
General Counsel Hoechst Corporation
Marion Merrell Dow 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)
June 28, 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 [ X ].
Page 1 of 16
Exhibit Index is at page 10
<PAGE> 2
CUSIP No. 682305 10 7
___________________________________________________________________________
1) Name of Reporting Person and its Marion Merrell Dow 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 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 9.45%
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 Hoechst Corporation
I.R.S. Identification Number 22-1862783
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ X ]
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 9.45%
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
CUSIP No. 682305 10 7
___________________________________________________________________________
1) Name of Reporting Person and its H Pharma Acquisition Corp.
I.R.S. Identification Number 51-0363736
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ X ]
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 9.45%
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> 5
This Amendment No. 3 amends the Statement on Schedule 13D (the
"Schedule 13D") filed by Marion Merrell Dow Inc. ("MMD") dated December 11,
1992, with respect to the Common Stock of Oncogene Science, Inc., as
amended through the date hereof. This Statement also constitutes the
initial filing on Schedule 13D of Hoechst Corporation, a Delaware
corporation ("Parent"), and H Pharma Acquisition Corporation, a Delaware
corporation ("Acquisition"), which are filing jointly with MMD. This
amendment is filed solely to report the possible indirect beneficial
ownership of securities of the Issuer by Parent and Acquisition due to
their acquisition of a majority ownership interest in MMD.
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 Marion Merrell Dow
Inc., a Delaware corporation ("MMD"), with a principal place of business
and principal office located at 9300 Ward Parkway, Kansas City, Missouri
64114-0480. The principal business of MMD is the discovery, development,
manufacturing, marketing, and sale of pharmaceutical compounds for the
treatment of human diseases. Information as to the executive officers and
directors of MMD is set forth in Exhibit 99.D hereto.
This Schedule also is filed on behalf of Hoechst Corporation, a
Delaware corporation ("Parent"), and H Pharma Acquisition Corp., a
Delaware corporation ("Acquisition") and wholly owned subsidiary of Parent.
Parent is a wholly owned subsidiary of Hoechst Aktiengesellschaft, a German
corporation ("Hoechst AG"). Parent is a holding company for most of the
U.S. operations of Hoechst AG, a multinational pharmaceutical and chemical
company headquartered in Frankfurt, Germany. Acquisition is a recently
organized corporation that has not conducted any business except in
connection with the acquisition of MMD common stock by Acquisition. The
principal place of business and principal office of each of Parent and
Acquisition is Route 202-206, Somerville, New Jersey 08876-1258.
Information as to the executive officers and directors of Parent and
Acquisition is set forth in Exhibit 99.E hereto.
Parent and Acquisition beneficially own an aggregate of approximately
71.0% of the outstanding common stock of MMD. Parent and Acquisition are
filing this Schedule with respect to their potential deemed indirect
ownership of MMD's holdings of the Shares; however, Parent and Acquisition
disclaim beneficial ownership of such securities.
(d) - (e) During the last five years, neither MMD, Parent, nor
Acquisition nor, to their knowledge, any of the persons listed in Exhibits
99.D and 99.E hereto, has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors). During the last
five years, neither MMD, Parent, nor Acquisition nor, to their knowledge,
any of the persons listed in Exhibits 99.D and 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.
<PAGE> 6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------- -------------------------------------
Item 5 of this Schedule 13D is amended to read as follows:
(a) MMD owns 1,090,909 shares of the Issuer's Common Stock, repres-
enting approximately 6.7% of the Common Stock outstanding at March 31,
1995. MMD also has the 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 9.45% of the Common Stock outstanding
at March 31, 1995, on a fully-diluted basis. Neither Parent, Acquisition,
nor any executive officer or director of MMD, Parent, or Acquisition
beneficially owns any of the Shares other than through their beneficial
ownership of MMD stock or stock of Hoechst AG. Neither Parent nor
Acquisition beneficially owns any other shares of Common Stock except
through its beneficial ownership of MMD stock. All executive officers and
directors of MMD, Parent, and Acquisition beneficially own less than 1.0%,
in the aggregate, of the outstanding common stock of MMD.
(b) MMD has sole power to vote and sole power to dispose of the
Shares. Neither Parent, Acquisition, nor any executive officer or director
of either MMD, Parent, or Acquisition has any power to vote or to direct
the vote, or to dispose or to direct the disposition of, the Shares except
to the extent that Parent, Acquisition, or any such executive officer or
director may be deemed to have any such power by reason of such person's
relationship to or position with MMD, Parent, or Acquisition.
(c) None. On June 28, 1995, Acquisition purchased an aggregate of
approximately 71 percent of the outstanding common stock of MMD, as a
result of which they may be deemed indirectly to beneficially own the
Shares.
(d) None.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------- ---------------------------------
Item 7 of this Schedule 13D is amended to read as follows:
EXHIBIT 99.A Stock Purchase Agreement (including form of Common
Stock Purchase Warrant) dated December 11, 1992, by and
between MMD and the Issuer.
EXHIBIT 99.B Collaborative Research and License Agreement dated
December 11, 1992, by and between MMD and the Issuer
(without exhibits).
EXHIBIT 99.C Agreement to File Jointly dated June 28, 1995, by and
among MMD, Parent, and Acquisition.
EXHIBIT 99.D Information concerning directors and executive officers
of MMD.
EXHIBIT 99.E Information concerning directors and executive officers
of Parent, Acquisition, and Hoechst AG.
<PAGE> 7
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.
MARION MERRELL DOW INC.
Date: June 28, 1995 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President, Assistant
General Counsel, and
Assistant Secretary
<PAGE> 8
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: June 28, 1995 By: /s/ Harry R. Benz
Harry R. Benz
Secretary and Treasurer
<PAGE> 9
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.
H PHARMA ACQUISITION CORP.
Date: June 28, 1995 By: /s/ David A. Jenkins
David A. Jenkins
Vice President and Secretary
<PAGE> 10
EXHIBIT INDEX
Exhibit 99.A Stock Purchase Agreement (including form of Stock
Purchase Warrant) dated December 11, 1992, by and
between MMD and the Issuer (incorporated by
reference from Exhibit A to the Schedule 13-D of
MMD dated December 11, 1992, with respect to
securities of the Issuer).
Exhibit 99.B Collaborative Research and License Agreement dated
December 11, 1992, by and between MMD and the
Issuer (incorporated by reference from Exhibit A
to the Schedule 13-D of MMD dated December 11,
1992, with respect to securities of the Issuer).
Exhibit 99.C Agreement to File Jointly dated June 28, 1995, by 11
and among MMD, Parent, and Acquisition with
respect to securities of the Issuer.
Exhibit 99.D Information concerning directors and executive
officers of MMD (incorporated by reference from
Exhibit D to Amendment No. 1 to the Schedule 13-D
of MMD dated December 11, 1992, with respect to
securities of the Issuer.
Exhibit 99.E Information concerning directors and executive 12
officers of Parent, Acquisition, and Hoechst AG.
<PAGE> 11
EXHIBIT 99.C
AGREEMENT TO FILE JOINTLY
We, the undersigned, hereby express our agreement that the attached
Schedule 13D is filed on behalf of each of us.
MARION MERRELL DOW INC.
Date: June 28, 1995 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President, Assistant
General Counsel, and
Assistant Secretary
HOECHST CORPORATION
Date: June 28, 1995 By: /s/ Harry R. Benz
Harry R. Benz
Secretary and Treasurer
H PHARMA ACQUISITION CORP.
Date: June 28, 1995 By: /s/ David A. Jenkins
David A. Jenkins
Vice President and Secretary
<PAGE> 12
EXHIBIT 99.E
CERTAIN INFORMATION RELATING
TO DIRECTORS AND EXECUTIVE OFFICERS
1. Directors and Executive Officers of Hoechst AG.
-----------------------------------------------
The following table sets forth the name, business address, present
principal occupation or employment of each member of the Supervisory Board
and the Board of Management (substantially the same as directors and
executive officers) of Hoechst AG. All of the members of the Supervisory
Board and the Board of Management are citizens of Germany except for
Messrs. Furgler, Hussain, and Drew who are citizens of Switzerland, Kuwait
and the United States, respectively. Unless otherwise indicated, the
business address of each of the individuals named below is Hoechst AG,
65926 Frankfurt Main, Germany, and each occupation set forth opposite the
individual's name refers to employment with Hoechst AG.
Name and Business Address Principal Present Occupation
- ------------------------- ----------------------------
SUPERVISORY BOARD
Erhard Bouillon Chairman of the Supervisory Board
Willi Esser Mechanic; Member of the Central Works Council
of Hoechst AG
Dr. -Ing. E.h. Member of the Supervisory Board
Werner H. Dieter
Mannesmann AG
Postfach 10 36 41
40027 Dusseldorf
Germany
Dietrich-Kurt Frowein Member of the Board of Management of
Commerzbank AG Commerzbank AG
Postfach 10 05 05
60005 Frankfurt am Main
Germany
Dr. iur. Dr. h.c. mult. Member of the Supervisory Board
Kurt Furgler
DoufourstraBe 34
Scoitzerland
CH-9000 St. Gallen
Switzerland
Prof. Dr. rer. nat. Member of the Supervisory Board
Dr. -Ing. E.h.
Heinz Harnisch
Jugen Hilger Member of the Central Works Council of
Hoechst AG
Dr. rer. nat. Graduate Chemist; Chairman of
Ingolf Hornke the Senior Executives' Committee of
Hoechst AG
<PAGE> 13
Hani Abdul-Aziz Hussain Managing Director - Marketing Petrochemical
Kuwait Petroleum Corp. Industries Co. (K.S.C.), Kuwait
P.O. Box 26565
Safat -- 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-
IG Chemie-Papier Papier-Keramik Hessen
Keramik Hessen
Wilhelm-Lerner-StraBe 69-7
60329 Frankfurt am Main
Germany
Prof. Dr. rer. nat. University of Konstanz; Biology Department
Dr. rer. nat. h.c.
Hubert Markl
HollanderstraBe 22
78465 Konstanz
Germany
Juergen Sarrazin Chairman of the Board of Managing Directors
Dresdner Bank AG of Dresdner Bank AG
Jergen-Ponto Platz
D-60301 frankfurt am Main
Germany
Egon Schaefer Electrician; Deputy Chairman of IG Chemie-
IG Chemie-Papier-Keramik Papier-Keramik
Postfach 30
30030 Hannover
Germany
Dr. jur. Chairman of the Board of Management of
Hans-Juergen Schinzler Muenchener Ruckversicherungs-Gesellschaft
Muenchener
Ruckversicherungs-Gesellschaft
80791 Munchen
Germany
Konrad Starnecker Skilled Chemical Plant Operative; Member of
Furstbert 1 the Central Works Council of Hoechst AG
84556 Kastl, Kr. Altotting
Germany
Wolfgang Vetter Fitter; Member of the Central Germany Works
LinkstraBe 1 Council of Works Council of Hoechst AG
65933 Frankfurt am Main
Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc.
J.P. Morgan & Co. Inc.
60 Wall Street
New York, New York
10260-0060
<PAGE> 14
Arnold Weber Chairman of the Central Works Council of
Rauenthaler 31 Hoechst AG
60529 Frankfurt am Main
Germany
Adam Wegehingel Member of the Central Works Council of
Hoechst AG Hoechst AG
Werk Gersthofen
Adolph von Baeyer Str. 3
866369 Gersthofen
Germany
BOARD OF MANAGEMENT
Juergen Dormann Chairman of the Board of Management
Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals,
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
Dr. jur. Martin Fruehauf Member of the Board of Management; Finance
and Accounts, Legal Matters, Patents, Taxes,
Insurance
Dr. rer. pol. Deputy Chairman of the Board of Management;
Guenter Metz Fibres and Fibre Intermediates, Plastics and
Films Divisions; the Americas
Dipl. -Kfm. Member of the Board of Management;
Justus Mische Europe, Africa; Materials Management
Dr. rer. nat. Member of the Board of Management;
Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions;
Schwarzkopf
Dr. -Ing. Member of the Board of Management; Messer
Ernst Schadow Griesheim, Uhde; Engineering and
Environmental Protection; Hoechst Site
Dipl.-Ing. Member of the Board of Management; Asia;
Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and
Communication
2. Directors and Executive Officers of Hoechst Corporation.
--------------------------------------------------------
The following table sets forth the name and present principal
occupation or employment of each director and executive officer of Hoechst
Corporation. All such directors and officers are citizens of the United
States, except Messrs. Engels, Felcht, Fruehauf, Metz, Schmieder, Seifert
and Warning who are citizens of Germany. The business address of Messrs.
Benz, Engels, Kennedy, Harris, Schmieder and Warning is Hoechst Celanese
Corporation ("HCC"), Route 202-206, P.O. Box 2500, Somerville, New Jersey
08876-1258, and the business address of Messrs. Drew, Felcht, Fruehauf,
Metz and Seifert is Hoechst AG, 65926 Frankfurt Main, Germany.
<PAGE> 15
Name/Position with Parent Principal Present Occupation
- ------------------------- ----------------------------
Harry R. Benz Senior Vice President - Finance,
Director, Secretary and Chief Financial Officer and Director - HCC
Treasurer
Dr. Ernest H. Drew, Ph.D. See "Directors and Executive Officers of
Director Hoechst AG"
Karl G. Engels President, Chief Executive Officer and
Director Director - HCC
Prof. Dr. rer. nat. Utz- See "Directors and Executive Officers of
Hellmuth Felcht Hoechst AG"
Director
Dr. jur. Martin Fruehauf See "Directors and Executive Officers of
Director Hoechst AG"
Thomas F. Kennedy Executive Vice President and Director - HCC
Director
William B. Harris Senior Vice President and Director - HCC
Director
Dr. rer. pol. See "Directors and Executive Officers of
Guenter Metz Hoechst AG"
Chairman of the Board and
President
Dr. Klaus Schmieder Vice President and Treasurer - HCC
Assistant Treasurer
Dr. rer. nat. Karl-Gerhard See "Directors and Executive Officers of
Seifert Hoechst AG"
Director
Dr. Klaus Warning Vice President and Director - HCC
Director
3. Directors and Executive Officers of H Pharma Acquisition Corp.
--------------------------------------------------------
The following table sets forth the name and present principal
occupation or employment of each director and executive officer of H Pharma
Acquisition Corp. All such directors and officers are citizens of the
United States, except Mr. Schmieder who is a citizen of Germany. The
business address of each of the individuals named below is Route 202-206,
P.O. Box 2500, Somerville, New Jersey 08876-1258.
Name/Position with Acquisition Principal Present Occupation
- ------------------------------ ----------------------------
Harry R. Benz See "Directors and Executive Officers of
Director and President Hoechst Corporation"
<PAGE> 16
David A. Jenkins Vice President, General Counsel and
Director, Vice President and Director - HCC
Secretary
Dr. Klaus Schmieder See "Directors and Executive Officers of
Vice President and Treasurer Hoechst Corporation"
Karen J. Weiner Vice President and General Counsel, Life
Vice President and Assistant Sciences Group - HCC
Secretary
