UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 5)
GENETICS INSTITUTE, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
371855 10 7
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(CUSIP Number)
LOUIS L. HOYNES, JR., ESQ.
Senior Vice President and General Counsel
American Home Products Corporation
5 Giralda Farms, Madison, N.J. 07940
(201) 660-5000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 4, 1996
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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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall 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 or otherwise subject to the liabilities of that section of the
Securities Exchange Act of 1934 but shall be subject to all other provisions
of the (however, see the Notes).
<PAGE>
CUSIP No. 371855 10 7
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AHP Biotech Holdings, Inc.
Tax I.D. 13-3641807
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
29,531,619.15
8. SHARED VOTING POWER
29,531,619.15
9. SOLE DISPOSITIVE POWER
29,531,619.15
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,531,619.15
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The statement on Schedule 13D dated January 24, 1992, for the event
which occurred on January 16, 1992, which was amended by Amendment No. 1,
dated June 8, 1993, Amendment No. 2, dated July 29, 1993, Amendment No. 3,
dated February 14, 1994, and Amendment No. 4, dated April 9, 1996 is hereby
further amended in connection with the purchase by the Reporting Person (as
defined herein), in accordance with and as required by the provisions of the
Merger Agreement (as defined herein), of shares of Common Stock of Genetics
Institute, Inc. in connection with the exercise of the balance of the
outstanding warrants of Genetics Institute, Inc. which would otherwise have
expired on May 31, 1996.
Item 3 is hereby amended to add the following language to the last
paragraph of Item 3:
In addition, on April 22, 1996, April 29, 1996, May 6, 1996, May
13, 1996, May 20, 1996 and June 4, 1996 the Reporting Person
purchased 160, 24,738, 6,825.2, 40,352, 6,025.6 and 747,928.4
Shares, respectively, from the Company. The aggregate
consideration of $8,000, $1,236,900, $341,260, $2,017,600,
$301,280 and $37,396,420, respectively, paid by the Reporting
Person was financed from the working capital of the Reporting
Person.
Item 5(a) is hereby amended by deleting the first paragraph of the Item
in its entirety and replacing it with the following:
(a) Following the purchase of the Shares as described in Item
5(c) below, the Reporting Person is the beneficial owner of
29,531,619.15 Shares, consisting of (i) 5,867,111.2 Merger Shares;
(ii) 9,466,709 Additional Shares; (iii) 947,000 Shares underlying
947,000 Depositary Shares held by the Reporting Person; (iv)
11,747,728.72 Shares subject to the Call Option; (v) 649,608.57
Shares purchased in July 1993 upon conversion of the Preferred
Stock; (vi) 2,448.57 Shares purchased other than in July 1993 upon
conversion of the Preferred Stock; (vii) 14,863.89 Shares
purchased pursuant to the Standby Agreement; (viii) an aggregate
of 836,149.2 Shares purchased pursuant to the Merger Agreement
upon the exercise of warrants to purchase Shares. Based on
29,531,619.15 Shares deemed to be outstanding pursuant to Rule
13d-3 of the Act, the Shares beneficially owned by the Reporting
Person constitute approximately 100% of the outstanding Shares.
Item 5(c) is hereby amended to add the following language at the end of
Item 5(c):
On April 22, 1996, April 29, 1996, May 6, 1996, May 13, 1996, May
20, 1996 and June 4, 1996 upon exercise of additional outstanding
warrants the Reporting Person purchased 160, 24,738, 6,825.2,
40,352, 6,025.6 and 747,928.4 Shares, respectively, from the
Company pursuant to its obligations under the Merger Agreement.
The information set forth in Item 3 of this Schedule 13D is hereby
incorporated herein to this Item 5(c) by reference.
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.
Dated: June 5, 1996
AHP BIOTECH HOLDINGS, INC.
By: /s/ Robert G. Blount
Robert G. Blount
Vice President
