SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GENSIA, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
372450 10 6
-----------------
(CUSIP Number)
William K. Hoskins, Esq.
General Counsel, HMR Pharma, Inc.
10236 Marion Park Drive
Kansas City, Missouri 64137-1405
(816) 966-4000
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1996
-------------------------------------------------------
(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. [ ]
Page 1 of 10
Exhibit Index is at Page 6
<PAGE> 2
CUSIP No. 372450 10 6
___________________________________________________________________________
1) Name of Reporting Person and its HMR Pharma, Inc.
I.R.S. Identification Number Applied for
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
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 3,397,061
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 3,397,061
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 3,397,061
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 9.2%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
<PAGE> 3
This Statement on Schedule 13D (the "Schedule 13D") with respect to
the Common Stock of Gensia, Inc. (the "Issuer"), is filed by HMR Pharma,
Inc., a Delaware corporation ("Pharma"), solely to report the possible
deemed acquisition of indirect beneficial ownership of securities of the
Issuer by Pharma due to its acquisition of a majority beneficial ownership
interest in Hoechst Marion Roussel, Inc. ("HMRI"), which owns securities of
the Issuer with respect to which it has filed a Statement on Schedule 13G.
The filing of this Statement on behalf of Pharma shall not be construed as
an admission that Pharma is, for the purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities
covered by this Statement.
ITEM 1. SECURITY AND ISSUER.
- ------- --------------------
The securities to which this Schedule relates are 3,397,061 shares
(the "Shares") of common stock, par value $.01 per share ("Common Stock"),
of Gensia, Inc., a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are at 11025 Roselle Street, San Diego,
California 92121.
ITEM 2. IDENTITY AND BACKGROUND.
- ------- ------------------------
(a) - (c), (f) This Schedule is filed on behalf of HMR Pharma, Inc.,
a Delaware corporation ("Pharma"), a wholly owned subsidiary of Hoechst
Aktiengesellschaft, a German corporation ("Hoechst AG"). Pharma is a
holding company formed for the purpose of holding most of the U.S.
pharmaceutical operations of Hoechst AG, a multinational pharmaceutical and
chemical company headquartered in Frankfurt, Germany. Pharma is recently
organized and has not conducted any business. The principal place of
business and principal office of Pharma is 10236 Marion Park Drive, Kansas
City, Missouri 64137-1405. Information as to the executive officers and
directors of Pharma and Hoechst AG is set forth in Exhibits A and B hereto.
Pharma beneficially owns approximately 98.2% of the outstanding common
stock of HMRI. Pharma is filing this Schedule with respect to its deemed
indirect beneficial ownership of the Shares, which are owned directly by
HMRI. 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 Pharma nor, to Pharma's
knowledge, any of the persons listed in Exhibit A or B hereto has been
convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors). During the last five years, neither Pharma nor, to
Pharma's knowledge, any of the persons listed in Exhibit A or B 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------- --------------------------------------------------
Not applicable.
<PAGE> 4
ITEM 4. PURPOSE OF TRANSACTION.
- ------- -----------------------
Pharma acquired beneficial ownership of approximately 98.2% of HMRI's
outstanding capital stock from Hoechst Corporation, a Delaware corporation
and also a wholly-owned subsidiary of Hoechst AG, in a reorganization among
commonly-controlled subsidiaries of Hoechst AG culminating on December 31,
1996, which was unrelated to the Issuer. Pharma's beneficial ownership of
securities of the Issuer is solely incidental to its ownership of HMRI
securities acquired in such reorganization.
Pharma 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.
- ------- -------------------------------------
(a) HMRI beneficially owns 3,397,061 shares of the Issuer's Common
Stock, representing approximately 9.2% of the Common Stock outstanding at
September 30, 1996, on a fully-diluted basis. Except as may be set forth
in any subsequent amendment to this Schedule, neither Hoechst AG nor
Pharma, nor any executive officer or director of Hoechst AG, HMRI, or
Pharma, beneficially owns any of the Shares or any other shares of Common
Stock other than through their beneficial ownership, if any, of stock of
Hoechst AG, Pharma, or HMRI. Pharma, which is a wholly-owned subsidiary of
Hoechst AG, beneficially owns approximately 98.2% of the outstanding stock
of HMRI.
(b) HMRI has sole power to vote and to dispose of the Shares.
Neither Hoechst AG, Pharma, nor any executive officer or director of either
HMRI, Pharma, or Hoechst AG has any power to vote or to direct the vote, or
to dispose of or to direct the disposition of, the Shares except to the
extent that Hoechst AG, Pharma, or any such executive officer or director
may be deemed to have any such power by reason of such person's relation-
ship to or position with HMRI, Pharma, or Hoechst AG.
(c) - (d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
- ------- RESPECT TO SECURITIES OF THE ISSUER.
---------------------------------------------------------------
Except for Pharma's deemed beneficial ownership of securities of the
Issuer as a result of its ownership of HMRI securities, there are no
contracts, arrangements, understandings or relationships between or among
Pharma and any other person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------- ---------------------------------
Exhibit A Information concerning directors and executive officers of
Pharma.
Exhibit B Information concerning directors and executive officers of
Hoechst AG.
<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.
HMR PHARMA, INC.
Date: January 9, 1997 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President
and Assistant Secretary
<PAGE> 6
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.A Information concerning directors and executive 7
officers of HMRI and Pharma
99.B Information concerning directors and executive 9
officers of Hoechst AG
<PAGE> 7
Exhibit 99.A
DIRECTORS AND OFFICERS OF HOECHST MARION ROUSSEL, INC. AND HMR PHARMA, INC.
- ---------------------------------------------------------------------------
The following sets forth the name, title, business address, and
present principal occupation of each of the directors and executive
officers of HMRI and Pharma as of January 1, 1997. Each is a citizen of
the United States unless otherwise indicated.
Name Title Address
- ---- ----- -------
Peter W. Ladell Chief Operating Officer 10236 Marion Park Drive
(Citizen of Canada) of the Pharmaceutical Kansas City, MO 64137
Division of Hoechst AG;
President and Chief
Executive Officer of
HMRI; President and
Chairman of the Board
of Pharma
Alban W. Schuele Director of HMRI Hoechst AG
65926 Frankfurt Main
Germany
James P. Mitchum Vice President and 10236 Marion Park Drive
Chief Financial Kansas City, MO 64137
Officer of HMRI; Vice
President and
Director of Pharma
Kevin M. Hartley Vice President and 10236 Marion Park Drive
Treasurer of HMRI; Kansas City, MO 64137
Vice President and
Treasurer of Pharma
Richard J. Markham Chief Executive Officer Hoechst AG
of the Pharmaceutical 56926 Frankfurt Main
Divisions of Hoechst Germany
AG; Director of HMRI
Jean-Pierre Godard President of the Board Roussel Uclaf S.A.
(Citizen of France) of Roussel Uclaf and 102, route de Noisy
Director of HMRI Romainville, France
Horst Waesche Member of the Board of Hoechst AG
(Citizen of Germany) Management; Pharmaceu- 65926 Frankfurt Main
tical and Diagnostics Germany
Divisions; Schwarzkopf
of Hoechst AG and
Director of HMRI
Tommy R. White Vice President, 10236 Marion Park Drive
Human Resources and Kansas City, MO 64137
Corporate Relations
of HMRI
<PAGE> 8
Kirk R. Schueler Vice President, U. S. 10236 Marion Park Drive
Commercial Director Kansas City, MO 64137
of HMRI
Charles A. Portwood Vice President, 10236 Marion Park Drive
Operations, of HMRI Kansas City, MO 64137
William K. Hoskins Vice President, 10236 Marion Park Drive
General Counsel and Kansas City, MO 64137
Corporate Secretary
of HMRI; Vice
President and
Secretary of Pharma
Rebecca R. Tilden Vice President and 10236 Marion Park Drive
Assistant Secretary Kansas City, MO 64137
of Pharma
<PAGE> 9
EXHIBIT 99.B
DIRECTORS AND EXECUTIVE OFFICERS OF HOECHST AG.
- -----------------------------------------------
The following table sets forth the name and present principal
occupation or employment of each member of the Supervisory Board and the
Board of Management of Hoechst AG. The business address of each of them is
Hoechst AG, 65926 Frankfurt Main, Germany. Except as otherwise indicated,
all such persons are citizens of Germany and each occupation listed refers
to employment with Hoechst AG.
Name Principal Present Occupation
- ---- ----------------------------
SUPERVISORY BOARD
Prof. Dr. rer. nat. Honorary Chairman of the Supervisory Board
Dr. h.c. mult
Rolf Sammet
Erhard Bouillon Chairman of the Supervisory Board
Arnold Weber Deputy Chairman of the Supervisory Board;
Chemical & textile laboratory technician;
Chairman of the Central Works Council and the
Group Works Council of Hoechst AG
Dr.-Ing. E.h. Member of the Supervisory Board
Willi Esser Mechanic; Member of the Central Works Council
of Hoechst AG
Dietrich-Kurt Frowein Member of the Board of Management of
Commerzbank AG
Dr. jur. Dr. h.c. mult. Member of the Supervisory Board
Kurt Furgler (Citizen
of Switzerland)
Prof. Dr. rer. nat. Member of the Supervisory Board
Dr.-Ing. E.h.
Heinz Harnisch
Juergen Hilger Computer specialist, Member of the Central
Works Council and the Group Works Council of
Hoechst AG
Dr. rer. nat. Graduate Chemist; Chairman of
Ingolf Hornke the Senior Executives' Committee of
Hoechst AG
Khaled. Saleh Buhamrah Chairman & Managing Director of Petrochemical
(Citizen of Kuwait) Industries Co., 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-
Papier-Keramik Hessen
<PAGE> 10
Prof. Dr. rer. nat. President, Max-Planck-Gesellschaft, Munich
Dr. rer. nat. h.c.
Hubert Markl
Juergen Sarrazin Chairman of the Board of Managing Directors
of Dresdner Bank AG
Egon Schaefer Electrician; Deputy Chairman of IG Chemie-
Papier-Keramik
Dr. jur. Chairman of the Board of Management of
Hans-Juergen Schinzler Muenchner Rueckversicherungs-Gesellschaft
Konrad Starnecker Skilled Chemical Plant Operative; Member of
the Central Works Council of Hoechst AG
Wolfgang Vetter Fitter; Member of the Central Works
Council of Hoechst AG
Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc.
Adam Wegehingel Machinist; Member of the Council of the
Gersthofen of Hoechst AG
BOARD OF MANAGEMENT
- -------------------
Juergen Dormann Chairman of the Board of Management
Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals,
(United States Citizen) 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
Dipl. -Kfm. Member of the Board of Management;
Justus Mische Europe, Africa; Materials Management
Dr. -Ing. Member of the Board of Management; Messer
Ernst Schadow Griesheim, Uhde; Engineering and
Environmental Protection; Hoechst Site
Dr. Klaus J. Schmieder Member of the Board of Management
Dr. rer. nat. Member of the Board of Management;
Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions;
Schwarzkopf
Claudio Sonder Member of the Board of Management; Member of
(Citizen of Brazil) the Supervisory Board of Hoechst Schering
AgrEvo GmbH; and Chairman of the Supervisory
Board of Hoechst do Brasil, San Paulo
Dipl.-Ing. Member of the Board of Management; Asia;
Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and
Communication
