SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Genta Incorporated
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
372 45 M 20 7
- --------------------------------------------------------------------------------
(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
with a copy to:
David R. Walner, Esq. Monica C. Lord, Esq.
Paramount Capital Asset Kramer, Levin,
Management, Inc. Naftalis & Frankel
787 Seventh Avenue 919 Third Avenue
New York, NY 10019 New York, NY 10022
(212) 554-4372 (212) 715-9100
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 31, 1997
- --------------------------------------------------------------------------------
(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: [_]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 14 Pages
<PAGE>
- -------------------------- -------------------------------
CUSIP No. 372 45 M 20 7 13D Page 2 of 14 Pages
- -------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paramount Capital Asset Management, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,966,335**
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
13,966,335**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,966,335**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.2% (35.9% of the outstanding voting power)***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
** Does not include shares of Common Stock (the "Note Interest Common Shares")
issuable upon conversion of the Series D Convertible Preferred Stock issuable
upon conversion of the interest on the 12% Senior Secured Convertible Bridge
Notes. At September 30, 1997, Paramount Capital Asset Management, Inc. may have
been deemed beneficially to own (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) 424,373 Note Interest Common
Shares.
*** The outstanding shares of Series D Preferred Stock of the Issuer are
entitled to vote together with the holders of Common Stock on all matters
submitted to a vote of stockholders of the Issuer. As of November 5, 1997,
Paramount Captal Asset Management, Inc. may be deemed beneficially to own
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) 35.9% of the aggregate voting power of the Common Stock and Series D
Preferred Stock outstanding.
<PAGE>
- -------------------------- -------------------------------
CUSIP No. 372 45 M 20 7 13D Page 3 of 14 Pages
- -------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Domestic Fund, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,883,643**
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
4,883,643**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,883,643**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4% (12.6% of the outstanding voting power)***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
** Does not include any Note Interest Common Shares. At September 30, 1997, the
Aries Domestic Fund, L.P. may have been deemed beneficially to own (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended)
148,531 Note Interest Common Shares.
*** The outstanding shares of Series D Preferred Stock of the Issuer are
entitled to vote together with the holders of Common Stock on all matters
submitted to a vote of stockholders of the Issuer. As of November 5, 1997, the
Aries Domestic Fund, L.P. may be deemed beneficially to own (within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 12.6% of
the aggregate voting power of the Common Stock and Series D Preferred Stock
outstanding.
<PAGE>
- -------------------------- -------------------------------
CUSIP No. 372 45 M 20 7 13D Page 4 of 14 Pages
- -------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Trust
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9,082,692**
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
9,082,692**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,082,692**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8% (23.4% of the outstanding voting power)***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (see Item 2)
- -------------------------------------------------------------------------------
** Does not include any Note Interest Common Shares. At September 30, 1997, The
Aries Trust may have been deemed beneficially to own (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended) 275,842 Note
Interest Common Shares.
*** The outstanding shares of Series D Preferred Stock of the Issuer are
entitled to vote together with the holders of Common Stock on all matters
submitted to a vote of stockholders of the Issuer. As of November 5, 1997, The
Aries Trust may be deemed beneficially to own (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) 23.4% of the aggregate
voting power of the Common Stock and Series D Preferred Stock outstanding.
<PAGE>
- -------------------------- -------------------------------
CUSIP No. 372 45 M 20 7 13D Page 5 of 14 Pages
- -------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A Rosenwald, M.D.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 18,448,575**
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
18,448,575**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,448,575**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.9% (47.5% of the outstanding voting power)***
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
** Does not include any Note Interest Common Shares. At September 30, 1997,
Lindsay A. Rosenwald, M.D. may have been deemed beneficially to own (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended)
424,373 Note Interest Common Shares.
*** The outstanding shares of Series D Preferred Stock of the Issuer are
entitled to vote together with the holders of Common Stock on all matters
submitted to a vote of stockholders of the Issuer. As of November 5, 1997,
Lindsay A. Rosenwald, M.D. may be deemed beneficially to own (within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 47.5% of
the aggregate voting power of the Common Stock and Series D Preferred Stock
outstanding.
<PAGE>
- -------------------------- -------------------------------
CUSIP No. 372 45 M 20 7 13D Page 6 of 14 Pages
- -------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paramount Capital, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,482,240
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
4,482,240
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,482,240
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7% (11.5% of the outstanding voting power)**
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
** The outstanding shares of Series D Preferred Stock of the Issuer are entitled
to vote together with the holders of Common Stock on all matters submitted to a
vote of stockholders of the Issuer. As of November 5, 1997, Paramount Capital,
Inc. may be deemed beneficially to own (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) 11.5% of the aggregate voting
power of the Common Stock and Series D Preferred Stock outstanding.
<PAGE>
- -------------------------- -------------------------------
CUSIP No. 372 45 M 20 7 13D Page 7 of 14 Pages
- -------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Michael S. Weiss
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [x]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF (see Item 3)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
16,644
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 16,644
--------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,644
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (less than 0.1% of the outstanding voting power)**
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
** The outstanding shares of Series D Preferred Stock of the Issuer are entitled
to vote together with the holders of Common Stock on all matters submitted to a
vote of stockholders of the Issuer. As of November 5, 1997, Mr. Michael S. Weiss
may be deemed beneficially to own (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) less than 0.1% of the aggregate
voting power of the Common Stock and Series D Preferred Stock outstanding.
<PAGE>
SCHEDULE 13D
This Amendment No. 3 amends and supplements the following Items of the
Reporting Persons' Statement on Schedule 13D, dated February 24, 1997, as
amended to date, (the "Schedule").
Item 2. Identity and Background.
The information contained in Item 2 to the Schedule is hereby amended
and supplemented to read in its entirety as follows:
(a) This statement is filed on behalf of Paramount Capital Asset
Management, Inc. ("Paramount Capital"), Paramount Capital, Inc.
("PCI"), Aries Domestic Fund, L.P. ("Aries Domestic"), The Aries Trust
("Aries Trust"), Dr. Lindsay A. Rosenwald (together with Paramount
Capital, PCI, Aries Domestic and Aries Trust, the "Aries Reporting
Persons") and Mr. Michael S. Weiss (together with the Aries Reporting
Persons, the "Filing Persons"). See attached Exhibit X which is a copy
of their agreement in writing to file this statement jointly on behalf
of each of them. Mr. Weiss and the Aries Reporting Persons have made,
and will continue to make, their own investment decisions. The
investment decisions of Mr. Weiss may or may not coincide with the
decisions made by the Aries Reporting Persons. Each Filing Person
expressly disclaims Mr. Weiss' membership in a "group" with the Aries
Reporting Persons within the meaning of Rule 13d-5(b)(1) of the
Securities Exchange Act of 1934, as amended.
(b) The business address of Paramount Capital, PCI, Aries Domestic, Dr.
Rosenwald and Mr. Weiss is 787 Seventh Avenue, 48th Floor, New York,
New York, 10019. The business address for Aries Trust is c/o
MeesPierson (Cayman) Limited, P.O. Box 2003, British American Centre,
Phase 3, Dr. Roy's Drive, George Town, Grand Cayman.
(c) Dr. Rosenwald is an investment banker, venture capitalist, fund
manager, sole shareholder of Paramount Capital,/1/ a Subchapter S
corporation incorporated in the State of Delaware and sole shareholder
of PCI,/2/ a New York corporation.
- --------
/1/ Please see attached Exhibit B indicating the executive officers and
directors of Paramount Capital and providing information called for by
Items 2-6 of this statement as to said officers and directors. Exhibit
B is herein incorporated by reference.
/2/ Please see attached Exhibit Y indicating the executive officers and
directors of PCI and providing information called for by Items 2-6 of
this statement as to said officers and directors. Exhibit Y is herein
incorporated by reference.
Page 8 of 14 Pages
<PAGE>
Paramount Capital is the General Partner of Aries Domestic,/3/ a
limited partnership incorporated in Delaware. Paramount Capital is the
Investment Manager to Aries Trust,/4/ a Cayman Islands Trust. Mr.
Weiss is a Senior Managing Director of PCI and also is a Director and
Vice Chairman of the Issuer's Board of Directors.
(d) Dr. Rosenwald, Mr. Weiss, Paramount Capital, PCI, Aries Domestic and
Aries Trust and their respective officers, directors, general
partners, investment managers, and trustees have not, during the five
years prior to the date hereof, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Dr. Rosenwald, Mr. Weiss, Paramount Capital, PCI, Aries Domestic and
Aries Trust and their respective officers, directors, general
partners, investment managers, and trustees have not been, during the
five years prior to the date hereof, parties to a civil proceeding of
a judicial or administrative body of competent jurisdiction, as a
result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or
finding any violation with respect to such laws.
(f) Dr. Rosenwald and Mr. Weiss are citizens of the United States.
Item 4. Purpose of Transaction.
The information contained in Item 4 to the Schedule is hereby amended
and supplemented to read in its entirety as follows:
The Filing Persons acquired securities of the Issuer as an investment
in the Issuer. Except as indicated in this Schedule 13D, the Filing Persons
currently have no plans or proposals that relate to, or would result in, any of
the matters described in subparagraphs (a) through (j) of Item 4 of Schedule
13D. Pursuant to Section 7.20 of the Note and Warrant Purchase Agreement, the
Aries Reporting Persons have the right to designate nominees constituting a
majority of the members of the Board of Directors of the Issuer. Thomas H. Adams
resigned from the Board of Directors of the Issuer, on which he had served as
Chairman of the Board of Directors, and the Aries Reporting Persons designated
Mr. Weiss as a nominee for Director and he was appointed by the Board and
elected Interim Chairman of the Issuer's
- --------
/3/ Please see attached Exhibit C indicating the general partner of Aries
Domestic and the general partner's executive officers and directors
and providing information called for by Items 2-6 of this statement as
to said general partners, officers and directors. Exhibit C is herein
incorporated by reference.
/4/ Please see attached Exhibit D indicating the investment manager of the
Aries Trust and the investment manager's executive officers and
directors and providing information called for by Items 2-6 of this
statement as to said investment manager and officers and directors.
Exhibit D is herein incorporated by reference.
Page 9 of 14 Pages
<PAGE>
Board of Directors. David R. Walner, an Associate Director of Paramount Capital,
Inc. and an Associate Director and Secretary of Paramount Capital, was appointed
Secretary of the Issuer on May 5, 1997. On September 11, 1997, the Aries
Reporting Persons designated Glenn L. Cooper, M.D., Donald G. Drapkin, Bobby W.
Sandage, Jr., Ph.D. and Andrew J. Stein as nominees to the Board of Directors of
the Company (the "Board"). Mr. Weiss stepped down as Interim Chairman and the
Board elected Mr. Drapkin Chairman and Mr. Weiss Vice Chairman. On September 21,
1997, Dr. Kenneth G. Kasses was elected to the Issuer's Board of Directors, and
Mr. Kasses was appointed President and Chief Executive Officer of the Issuer,
effective October 1, 1997. In connection with the Loan and the related
transactions (collectively, the "Transactions"), the Issuer amended its
Shareholder Rights Agreement (the "Plan") dated as of October 1, 1993, to
provide that the Plan would not be applicable to the Aries Reporting Persons and
the Transactions. Aries Trust and Aries Domestic entered into a Line of Credit
Agreement with the Issuer pursuant to which Aries Trust and Aries Domestic
provided the Issuer with a line of credit of up to $500,000, which subsequently
was repaid, in consideration for warrants (the "Line of Credit Warrants") in the
forms filed as Exhibits N and O to Amendment No. 1 to Schedule 13D dated July
24, 1997, to purchase 50,000 shares of Common Stock of the Issuer exerciseable
at $2.50 per share, subject to adjustment upon the occurrence of certain events.
The Filing Persons may from time to time acquire, or dispose of, Common Stock
and/or other securities of the Issuer if and when they deem it appropriate. The
Filing Persons may formulate other purposes, plans or proposals relating to any
of such securities of the Issuer to the extent deemed advisable in light of
market conditions, investment policies and other factors.
Item 5. Interest in Securities of Issuer.
The information contained in Item 5 to the Schedule is hereby amended
and supplemented to read in its entirety as follows:
(a) As of November [__], 1997: Dr. Rosenwald, as the sole shareholder of
PCI and Paramount Capital, may be deemed beneficially to own
18,448,575 shares or 80.9% of the Issuer's Common Stock (not including
any Note Interest Common Shares); PCI, through its ownership of, or
right to receive, the Placement Warrants and the Advisory Warrants,
may be deemed beneficially to own 4,482,240 shares or 19.7% of the
Issuer's Common Stock; Paramount Capital, through the acquisitions of
securities by Aries Trust and Aries Domestic, may be deemed
beneficially to own 13,966,335 shares or 61.2% of the Issuer's Common
Stock (not including any Note Interest Common Shares); and Aries
Domestic, Aries Trust and Mr. Weiss may be deemed beneficially to own
the following numbers of shares of Common Stock (in each case, not
including any Note Interest Common Shares):
Aries Domestic 4,883,643
Aries Trust 9,082,692
Mr. Weiss 16,644
Page 10 of 14 Pages
<PAGE>
Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act
of 1934, as amended, the Filing Persons disclaim beneficial ownership
of all the Common Stock except the Purchased Common Stock. Pursuant to
Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as
amended, the Aries Reporting Persons and Mr. Weiss each disclaim
beneficial ownership of all securities held by the other.
The outstanding shares of Series D Preferred Stock of the Issuer are
entitled to vote together with the holders of Common Stock on all
matters submitted to a vote of stockholders of the Issuer. As of
November 5, 1997, the Aries Reporting Persons may be deemed
beneficially to own (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) 47.5% of the aggregate
voting power of the Common Stock and Series D Preferred Stock
outstanding (not including any Note Interest Common Shares).
(b) Dr. Rosenwald and Paramount Capital share the power to vote or to
direct the vote, to dispose or to direct the disposition of those
shares owned by each of Aries Domestic and Aries Trust. Dr. Rosenwald
and PCI share the power to vote or to direct the vote, to dispose or
to direct the disposition of the shares underlying the Placement
Warrants and the Advisory Warrants. Mr. Weiss has the sole power to
direct the vote and to dispose or to direct the disposition of the
shares that he owns.
(c) The Reporting Persons have not engaged in any transactions in the
Common Stock of the Issuer in the past 60 days, except to the extent
that the accrual of interest on the Notes pursuant to their terms may
be deemed a transaction.
(d) & (e) Not applicable.
Item 7. Material to Be Filed as Exhibits
The information contained in Item 7 to the Schedule is hereby amended
by adding the following Exhibits:
Exhibit X: Agreement of Joint Filing of Schedule 13D dated as of
November 5, 1997.
Exhibit Y: List of executive officers and directors of PCI
and information called for by Items 2-6 of this
statement relating to said officers and directors.
Page 11 of 14 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: November 5, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
PARAMOUNT CAPITAL, INC.
Dated: November 5, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: November 5, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: November 5, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: November 5, 1997
New York, NY /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
Dated: November 5, 1997
New York, NY /s/ Michael S. Weiss
---------------------------------------
Mr. Michael S. Weiss
Page 12 of 14 Pages
<PAGE>
EXHIBIT X
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree jointly to prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of Genta
Incorporated and hereby affirm that such Schedule 13D is being filed on behalf
of each of the undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: November 5, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
PARAMOUNT CAPITAL, INC.
Dated: November 5, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: November 5, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: November 5, 1997
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: November 5, 1997
New York, NY /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
Dated: November 5, 1997
New York, NY /s/ Michael S. Weiss
---------------------------------------
Mr. Michael S. Weiss
Page 13 of 14 Pages
<PAGE>
EXHIBIT Y
The name and principal occupation or employment, which in each instance
is with Paramount Capital, Inc. ("PCI") located at 787 Seventh Avenue, 48th
Floor, New York, New York, 10019, of each executive officer and director of PCI
is an follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
Lindsay A. Rosenwald, M.D. Chairman of the Board, President of Paramount
Capital Asset Management, Inc., Paramount Capital
Investments LLC and Paramount Capital, Inc.
Peter Morgan Kash Director of Paramount Capital Asset Management,
Inc., Senior Managing Director, Paramount
Capital, Inc.
Steve Kanzer Senior Managing Director, Paramount Capital,
Inc., Head of Venture Capital, Paramount Capital
Investments, LLC
Item 2.
During the five years prior to the date hereof, none of the above
persons (to the best of Paramount Capital's knowledge) was convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
Page 14 of 14 Pages
