SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment #1
Under the Securities Exchange Act of 1934
ALTEON INC.
----------------------------
(Name of Issuer)
Common Stock par value $.01 per share
---------------------------------------------------------------------------
(Title of Class of Securities)
02144G 10 7
-----------------
(CUSIP Number)
Harry R. Benz
Hoechst Corporation
Route 202-206
P.O. Box 2500
Somerville, NJ 08876-1258
(517) 636-1000
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 18, 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 5
There is no Exhibit Index
<PAGE> 2
CUSIP No. 02144G 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)[ ]
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 882,115*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 882,115*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 882,115*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 7.7%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Hoechst Corporation disclaims beneficial ownership of these securities
(See Item 2 (a) - (c), (f)).
<PAGE> 3
This Amendment to the Statement on Schedule 13D (the "Schedule 13D")
with respect to the Common Stock of Alteon, Inc. (the "Issuer"), of Hoechst
Corporation, a Delaware corporation ("Parent"), is filed to report a change
in the form of Parent's possible deemed beneficial ownership of the
Issuer's securities resulting from the merger on July 18, 1995, of H Pharma
Acquisition Corporation, a Delaware corporation and formerly a wholly-owned
subsidiary of Parent ("Acquisition"), with and into Marion Merrell Dow Inc.
("MMD"), as a result of which Acquisition ceased to exist as a separate
entity, MMD became a wholly-owned subsidiary of Parent, and MMD changed its
name to Hoechst Marion Roussel, Inc. ("HMRI"). HMRI is the owner of the
securities to which this Statement relates, with respect to which HMRI (as
MMD) has filed a Statement on Schedule 13G.
ITEM 2. IDENTITY AND BACKGROUND.
------- ------------------------
Item 2 of this Statement on Schedule 13D is hereby amended to read as
follows:
(a) - (c), (f) This Schedule is filed on behalf of Hoechst
Corporation, a Delaware corporation ("Parent") and 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. The principal place of business and principal office
of Parent is Route 202-206, Somerville, New Jersey 08876-1258. Information
as to the executive officers and directors of Parent is set forth in
Exhibit 99.A hereto.
Parent beneficially owns 100.0% of the outstanding common stock of
Hoechst Marion Roussel, Inc. ("HMRI"), which owns the securities to which
this Statement relates. Parent is filing this Schedule with respect to its
possible deemed indirect ownership of HMRI's holdings of the Shares;
however, Parent disclaims beneficial ownership of such securities.
Information regarding HMRI's ownership of securities of the Issuer is set
forth in HMRI's Statement on Schedule 13G dated February 11, 1992, as
subsequently amended.
(d) - (e) During the last five years, neither Parent nor, to its
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, to
its 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.
ITEM 4. PURPOSE OF TRANSACTION.
------- -----------------------
Item 4 of this Statement on Schedule 13D is hereby amended to read as
follows:
Information regarding the transactions pursuant to which Parent
acquired beneficial ownership of HMRI securities is set forth in Parent's
Statement on Schedule 13D dated May 3, 1995, with respect to securities of
HMRI. Parent's possible deemed acquisition of beneficial ownership of
<PAGE> 4
securities of the Issuer is solely incidental to its ownership of HMRI
securities.
Parent currently has no 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.
------- -------------------------------------
Paragraphs (a) and (b) of Item 5 of this Statement on Schedule 13D are
hereby amended to read as follows:
(a) The Shares represent approximately 7.7 percent of the Issuer's
Common Stock outstanding at March 31, 1995. Neither Parent nor any
executive officer or director of Parent beneficially owns any of the Shares
other than through their beneficial ownership of HMRI stock or stock of
Hoechst AG. Parent does not beneficially own any other shares of Common
Stock except through its ownership of HMRI stock.
(b) HMRI has sole power to vote and sole power to dispose of the
Shares. Neither Parent nor any executive officer or director of Parent 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 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 HMRI or Parent.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
------- RESPECT TO SECURITIES OF THE ISSUER.
---------------------------------------------------------------
Item 6 of this Statement on Schedule 13D is hereby amended to read as
follows:
Except for the possible deemed beneficial ownership of securities of
the Issuer by Parent as a result of Parent's beneficial ownership of HMRI
securities, there are no contracts, arrangements, understandings or
relationships between Parent and any other person with respect to any
securities of the Issuer.
<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 CORPORATION
Date: July 18, 1995 By: /s/ Harry R. Benz
Harry R. Benz
Secretary and Treasurer
