<TABLE>
FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 OMB Number 3235-0104
Expires: September 30, 1998
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Estimated average burden
hours per response...... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of
1935 or Section 30(f) of the Investment Company
Act of 1940
(Print or Type Responses)
<CAPTION>
1. Name and Address of Reporting Person* 2. Date of Event Re- 4. Issuer Name and Ticker or Trading Symbol
quiring Statement
Ferrer Carlos A. (Month/Day/Year) Gensia Sicor Inc. (trading symbol: GNSA)
(Last) (First) (Middle) 5. Relationship of Reporting Person(s) to Issuer 6. If Amendment,
5/19/97 (Check all applicable) Date of Original
X Director 10% Owner (Month/Day/Year)
c/o Ferrer Freeman Thompson & Co. LLC 3. IRS or Social Se- ----- -----
The Mill, 10 Glenville Street curity Number of Officer (give Other (specify 7. Individual or
(Street) Reporting Person ----- title ----- below) Joint/Group
(Voluntary) below) Filing (check
Applicable Lines)
Greenwich CT 06831 x Form Filed by One
(City) (State) (Zip) --- Reporting Person
---------------------------------- Form Filed by More
--- than One Reporting
Person
Table I - Non-Derivative Securities Beneficially Owned -
-----------------------------------------------------
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect Beneficial
(Instr. 4) Beneficially Owned Direct (D) or Ownership (Instr. 5)
(Instr. 4) Indirect (I)
(Instr. 5)
<S> <C> <C> <C>
None
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person, see Instruction 5(b)(v) SEC 1473 (7-96)
</TABLE>
<TABLE>
FORM 3 (CONTINUED) TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS,
CONVERTIBLE SECURITIES)
<CAPTION>
1. Title of Derivative 2. Date Exercisable and Expiration 3. Title and Amount of 4. Conver- 5. Ownership 6. Nature of
Security Date (Month/Day/Year) Securities Underlying sion or Form of Indirect
(Instr. 4) Derivative Security Exercise Deri- Beneficial
(Instr. 4) Price of vative Ownership
Deri- Security: (Instr. 5)
vative Direct (D) or
Security Indirect (I)
Date Exer- Expiration Date Title Amount or (Instr. 5)
cisable Number of
Shares
<S> <C> <C> <C> <C> <C> <C> <C>
2.675% Subordinated 5/19/97 5/1/2004 Common stock 5,291,005 $3.78 I By General
Convertible Note due of Gensia Sicor Partnership
May 1, 2004 Inc. ("Common (1)
Stock")
Warrants 5/19/97 5/1/2004 Common Stock 2,645,503 (2) $4.347 I By General
Partnership
(1)
Explanation of Responses:
By: /s/ Carlos A. Ferrer (3) May 23, 1997
------------------------------------------------- ------------
**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts
constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15. U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure.
(1) Mr. Ferrer disclaims beneficial ownership except to the extent of his pecuniary interest thereon. Mr. Ferrer is a member of
Ferrer Freeman Thompson & Co. LLC ("FFT"), which is the general partner of Health Care Capital Partners, L.P. ("HCCP") and
Health Care Executive Partners, L.P. ("HCEP"). HCCP and HCEP beneficially own 96.025% and 3.975%, respectively, of both the
2.675% Subordinated Convertible Notes and the Warrants. The number of shares deemed beneficially owned by HCCP and HCEP
is less than 10% of the outstanding shares of Common Stock.
(2) The Warrants are not exercisable as to 50% of the shares of common stock underlying the Warrants until (a) after May 19, 2001
and (b) then only if certain conditions set forth in the Securities Purchase Agreement, dated as of May 1, 1997, by and between
Gensia Sicor Inc. and HCCP, are satisfied.
(3) Mr. Ferrer is signing in his capacity as member of FFT, general partner of both HCCP and HCEP.
Potential Persons who are to respond to the collection of information contained in this form are not Page 2
required to respond unless the form displays a currently valid OMB Number SEC 1473 (7-96)
</TABLE>
