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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*/
TRANSCEND THERAPEUTICS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
89353T 10 2
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(CUSIP Number)
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*/ This Amendment No. 1 amends and restates in its entirety the original
Schedule 13G to make a correction and is not being filed to report a
change in beneficial ownership.
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CUSIP No. 89353T 10 2 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Nestle S.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF 5 SOLE VOTING POWER 0
SHARES -----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 798,744
OWNED BY EACH -----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON WITH -----------------------------------------------------
8 SHARED DISPOSITIVE POWER 798,744
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
798,744
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.7%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
Item 1(a). Name of Issuer: TRANSCEND THERAPEUTICS, INC.
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Item 1(b). Address of Issuer's Principal Executive Offices:
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Item 2(a). Name of Person Filing: Nestle S.A.
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Item 2(b). Address of Principal Business Office or, if None, Residence:
Avenue Nestle 55, CH-1800, Vevey, Switzerland
Item 2(c). Citizenship: Switzerland
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Item 2(d). Title of Class of Securities: Common Stock
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Item 2(e). CUSIP Number: 89353T 10 2
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Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2
(b), check whether the person filing is a: Not applicable, filed
pursuant to Rule 13d-1(c)
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8
of the Investment Company Act,
(e) [ ] Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
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Page 4 of 5 Pages
Item 4. Ownership: As of December 31, 1997, Nestle USA, Inc. beneficially
owned an aggregate of 798,744 shares of Common Stock of the Company
which represented approximately 13.7% of the outstanding shares.
Nestle USA, Inc. is an indirect wholly-owned subsidiary of
Nestle S.A. See Exhibit 99.1.
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Nestle USA, Inc., CO
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group: Not Applicable.
Item 10. Certification: Not Applicable.
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Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Date: February 25, 1998 NESTLE S.A.
By: /s/ James H. Ball
James H. Ball, attorney-in-fact
for: Name: Hans Peter Frick
Title: Senior Vice President, Nestle S.A.
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Item 4 Information
99.2 Power of Attorney
Exhibit 99.1
Nestle USA, Inc., a Delaware Corporation, is an indirect wholly-owned
subsidiary of Nestle S.A.
Exhibit 99.2
Power of Attorney
The undersigned, Nestle S.A., a corporation organized under the laws of
Switzerland (the "Company"), does hereby make, constitute and appoint James
H. Ball as its true and lawful attorney-in-fact, for it and in its name,
place and stead to execute and cause to be filed and/or delivered, as
required under Section 13(d) of the Securities Exchange Act of 1934 (the
"Act") and the regulations thereunder, any number, as appropriate, of
original, copies, or electronic filings of the Securities and Exchange
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports
(together with any amendments and joint filing agreements under Rule 13d-
1(f)(1) of the Act, as may be required thereto) to be filed and/or
delivered with respect to any equity security (as defined in Rule 13d-1(d)
under the Act) of Transcend Therapeutics, Inc. beneficially owned by the
Company and which must be reported by the Company pursuant to Section 13(d)
of the Act and the regulations thereunder, and generally to take such other
actions and perform such other things necessary to effectuate the foregoing
as fully in all respects as if the undersigned could do if personally
present. This Power of Attorney shall remain in effect until revoked, in
writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 20 day of February, 1998.
NESTLE S.A.
By: /s/ Hans Peter Frick
Name: Hans Peter Frick
Title: Senior Vice President
