SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CREATIVE BIOMOLECULES, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
225270 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 15
Exhibit Index is at page 9
<PAGE> 2
CUSIP No. 225270 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 1,233,461
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,233,461
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,233,461
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 6.3%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
<PAGE> 3
CUSIP No. 225270 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 1,233,461
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,233,461
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,233,461
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 6.3%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
<PAGE> 4
This Statement on Schedule 13D (the "Schedule 13D") with respect to
the Common Stock of Creative Biomolecules, Inc. (the "Issuer"), is filed
jointly by Hoechst Corporation, a Delaware corporation ("Parent"), and H
Pharma Acquisition Corporation, a Delaware corporation ("Acquisition").
This Statement is filed solely to report the possible deemed acquisition of
indirect beneficial ownership of securities of the Issuer by Parent and
Acquisition due to their acquisition of a majority beneficial ownership
interest in Marion Merrell Dow Inc. ("MMD"), which owns securities of the
Issuer with respect to which it has filed a Statement on Schedule 13G.
ITEM 1. SECURITY AND ISSUER.
- ------- --------------------
The securities to which this Schedule relates are 1,233,461 shares
(the "Shares") of common stock, par value $.01 per share ("Common Stock"),
of Creative Biomolecules, Inc., a Delaware corporation (the "Issuer"). The
Issuer's principal executive offices are at 35 South Street, Hopkinton,
Massachusetts 01748.
ITEM 2. IDENTITY AND BACKGROUND.
- ------- ------------------------
(a) - (c), (f) This Schedule 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.A 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 possible deemed indirect
ownership of MMD's holdings of the Shares; however, Parent and Acquisition
disclaim beneficial ownership of such securities. Information regarding
MMD's ownership of securities of the Issuer is set forth in MMD's Statement
on Schedule 13G dated December 7, 1992, as subsequently amended.
(d) - (e) During the last five years, neither Parent nor Acquisition
nor, to their knowledge, any of the persons listed in Exhibit 99.A hereto
has been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors). During the last five years, neither Parent nor
Acquisition nor, to their knowledge, any of the persons listed in Exhibit
99.A 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> 5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------- --------------------------------------------------
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
- ------- -----------------------
Information regarding the transactions pursuant to which Parent and
Acquisition acquired beneficial ownership of MMD securities is set forth in
their Statement on Schedule 13D dated May 3, 1995, with respect to
securities of MMD. Their possible deemed acquisition of beneficial
ownership of securities of the Issuer is solely incidental to their
acquisition of MMD securities.
Neither Parent nor Acquisition currently 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------- -------------------------------------
(a) The Shares represent approximately 6.3 percent of the Issuer's
Common Stock outstanding at March 31, 1995. Neither Parent, Acquisition,
nor any executive officer or director of 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.
(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 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 approximately 71
percent of the outstanding common stock of MMD, as a result of which Parent
and Acquisition may be deemed indirectly to beneficially own the Shares.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
- ------- RESPECT TO SECURITIES OF THE ISSUER.
----------------------------------------------------------------
Except for the possible deemed beneficial ownership of securities of
the Issuer by Parent and Acquisition as a result of their beneficial
ownership of MMD securities, there are no contracts, arrangements,
understandings or relationships between or among Parent and/or Acquisition
and any other person with respect to any securities of the Issuer.
<PAGE> 6
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------- ---------------------------------
Exhibit 99.A Information concerning directors and executive officers of
Parent, Acquisition, and Hoechst AG.
Exhibit 99.B Agreement to File Jointly dated June 28, 1995, by and
between Parent and Acquisition.
<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.
HOECHST CORPORATION
Date: June 28, 1995 By: /s/ Harry R. Benz
Harry R. Benz
Secretary and Treasurer
<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.
H PHARMA ACQUISITION CORP.
Date: June 28, 1995 By: /s/ David A. Jenkins
David A. Jenkins
Vice President and Secretary
<PAGE> 9
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ------------ ---------
99.A Information concerning directors and executive 10
officers of Parent, Acquisition, and Hoechst AG.
99.B Agreement to File Jointly by and between 15
Parent and Acquisition dated June 28, 1995
<PAGE> 10
EXHIBIT 99.A
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> 11
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> 12
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> 13
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> 14
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
<PAGE> 15
EXHIBIT 99.B
AGREEMENT TO FILE JOINTLY
We, the undersigned, hereby express our agreement that the attached
Schedule 13D is filed on behalf of each of us.
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
