<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GENTA INCORPORATED
------------------
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
37245M 10 8
-----------
(CUSIP Number)
Michael G. Jesselson
Suite 4101
1301 Avenue of the Americas
New York, NY 10019
212-459-9517
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 1997
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of 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
/ /.
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.
(Continued on following pages)
(Page 1 of 19 Pages)
*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>
Schedule 13D
CUSIP No. 37245M 10 8 13D Page 2 of 19 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael G. Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,113,829
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
1,113,829
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,113,829
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.28%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
Schedule 13D
CUSIP No. 37245M 10 8 13D Page 3 of 19 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin J. Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,113,829
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
1,113,829
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,113,829
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.28%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
Schedule 13D
CUSIP No. 37245M 10 8 13D Page 4 of 19 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Erica Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 668,298
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
668,298
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,298
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.24%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
Schedule 13D
CUSIP No. 37245M 10 8 13D Page 5 of 19 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lucy Lang
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 222,766
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
222,766
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,766
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.84%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP No. 37245M 10 8 13D Page 6 of 19 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theodore N. Mirvis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 445,532
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
445,532
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,532
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.23%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP No. 37245M 10 8 13D Page 7 of 19 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael G. Jesselson 4/8/71 Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF 222,766
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 222,766
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,766
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.84%
14. TYPE OF REPORTING PERSON*
OO See Item 2
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP No. 37245M 10 8 13D Page 8 of 19 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin J. Jesselson 4/8/71 Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF 222,766
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 222,766
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,766
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.84%
14. TYPE OF REPORTING PERSON*
OO See Item 2
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP No. 37245M 10 8 13D Page 9 of 19 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Erica Jesselson 1994 CLAT
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF 222,766
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 222,766
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,766
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.84%
14. TYPE OF REPORTING PERSON*
OO See Item 2
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP No. 37245M 10 8 13D Page 10 of 19 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Erica Jesselson 6/2/89 Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF 445,532
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 445,532
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,532
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.23%
14. TYPE OF REPORTING PERSON*
OO See Item 2
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 11 of 19 Pages
This statement is filed by Michael G. Jesselson ("M. Jesselson"),
Benjamin J. Jesselson ("B. Jesselson"), Erica Jesselson ("E. Jesselson"), Lucy
Lang ("Lang"), Theodore N. Mirvis ("Mirvis"), the Michael G. Jesselson 4/8/71
Trust ("MGJ Trust"), the Benjamin J. Jesselson 4/8/71 Trust ("BJJ Trust"), the
Erica Jesselson 1994 CLAT ("EJ 1994 Trust") and the Erica Jesselson 6/2/89 Trust
("EJ Trust"). M. Jesselson, B. Jesselson, E. Jesselson, Lang, Mirvis, the MGJ
Trust, the BJJ Trust, the EJ 1994 Trust and the EJ Trust are hereinafter
collectively referred to as the "Reporting Persons". The MGJ Trust, the BJJ
Trust, the EJ 1994 Trust and the EJ Trust are sometimes hereinafter collectively
referred to as the "Trusts".
Item 1. Security and Issuer
This statement relates to the common stock, par value $.001 per share
("Common Stock") of Genta Incorporated ("the Company"), a Delaware corporation,
whose principal executive offices are located at 3550 General Atomics Court, San
Diego, California 92121.
Item 2. Identity and Background
M. Jesselson is a business investor with an address at Jesselson
Capital Corp., 1301 Avenue of the Americas, Suite 4101, New York, New York
10019. B. Jesselson is a business investor who can be reached c/o Jesselson
Capital Corp., 1301 Avenue of the Americas, New York, New York 10019. E.
Jesselson is a housewife residing at 4485 Fieldston Road, Riverdale, New York
10471. Lang is a housewife residing at 4456 Waldo Avenue, Riverdale, New York
10471. Mirvis is a practicing attorney with an address at 51 West 52nd Street,
New York, New York 10019.
The MGJ and BJJ Trusts are beneficiary trusts set up in accordance with
the laws of New York, created for the benefit of the named beneficiaries and
their issue. The named beneficiaries are each individually the children of the
late Ludwig Jesselson. The EJ 1994 and EJ Trusts are beneficiary trusts set up
in accordance with the laws of New York, created for the benefit of M. Jesselson
and B. Jesselson.
The trustees for the MGJ and BJJ Trusts are M. Jesselson, B. Jesselson
and E. Jesselson. The trustees for the EJ 1994 Trust are M. Jesselson and B.
Jesselson, E. Jesselson and Lang. The trustees for the EJ Trust are M.
Jesselson, B. Jesselson and Mirvis. The business address for the Trusts is c/o
Jesselson Capital Corp., 1301 Avenue of the Americas, New York, New York 10019.
None of the Reporting Persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic
<PAGE>
Page 12 of 19 Pages
violations or similar misdemeanors), or have been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding, 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. All of the Reporting Persons are United States citizens.
Item 3. Source and Amount of Funds or other Consideration
In a transaction that closed on June 30, 1997, the MGJ Trust, the BJJ
Trust and The EJ 1994 Trust each acquired from the Company 2 Premium Preferred
Units ("Units"), and the EJ Trust acquired 4 Units, at a cost of $100,000 per
Unit. Each Unit consists of 1,000 shares of convertible Series D Preferred Stock
(the "Preferred Stock") and Class D Warrants to purchase 5,000 shares of the
Company's Common Stock at any time prior to June 30, 2002 (the "Warrants"). The
Trusts used Trust funds to purchase the Units.
Item 4. Purpose of Transaction
The Reporting Persons made the acquisitions reported herein for the
purposes of investment pursuant to the Company's private placement offering. The
Reporting Persons may acquire additional securities or dispose of securities of
the Company at any time and from time to time in the open market or otherwise.
The Reporting Persons disclaim that as a result of any transactions entered into
they are or constitute a "group" with such persons within the meaning of Section
13(d)(3) of the Act, and Rule 13d-5 promulgated thereunder.
The Reporting Persons have no present plans or proposals that relate to
or that would result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Based upon information furnished by the Company, there are
4,378,957 shares of Common Stock outstanding as of July 8, 1997. The Reporting
Persons rely upon this number.
The MGJ, BJJ and EJ 1994 Trusts each owns (i) 2,000 shares of Preferred
Stock convertible, initially, into 212,766 shares of Common Stock and (ii)
Warrants to purchase 10,000 shares of Common Stock. The EJ Trust owns (i) 4,000
shares of Preferred Stock convertible, initially, into 425,532 shares of Common
Stock and (ii) Warrants to purchase 20,000 shares of Common Stock.
<PAGE>
Page 13 of 19 Pages
The Preferred Stock is convertible into the number of fully paid and
nonassessable shares of Common Stock determined by dividing the Conversion Price
into $100. The Conversion Price was initially set on June 30, 1997 at $.94 and
is subject to adjustment and reset if, on June 29, 1998, the Market Price of the
Common Stock is less than 140% of the Conversion Price. Market Price is
determined as the average closing bid price of the Common Stock for the 20
consecutive days ending on June 29, 1998. The Conversion Price is also subject
to adjustment upon the occurrence of certain events. The Warrants are
exercisable at $.94 per share of Common Stock, subject to the occurrence of
certain events. The Warrants may be redeemed by the Company on or after June 30,
1998 under certain conditions. See Amended and Restated Certificate of
Designation of Series D Convertible Preferred Stock and Warrant Agreement
attached hereto as Exhibits 2 and 3, respectively, and incorporated herein by
reference.
The Company has agreed to use its best efforts to file within 30 days
after the closing date, a shelf registration statement (the "Shelf Registration
Statement") with respect to the Preferred Stock and Warrants (collectively, the
"Registrable Securities") held by the Reporting Persons. Each Reporting Person's
Registrable Securities will be subject to a staggered "lock-up" as follows: (i)
75% of each holder's Registrable Securities for the first three months following
the effective date of the Shelf Registration Statement, (ii) 50% of each
holder's Registrable Securities until six months following the effective date of
the Shelf Registration Statement and (iii) 25% of each holder's Registrable
Securities for the nine months following the effective date of the Shelf
Registration Statement. During this "lock-up" period, the holder will be
restricted from exercising or converting, as the case may be, any Registrable
Securities.
(b) The trustees of each of the MGJ, BJJ and EJ 1994 Trusts share among
themselves the power to vote or direct the vote and to dispose or direct the
disposition of 222,766 shares of Common Stock beneficially owned by each of
these Trusts, constituting approximately 4.84% of the total outstanding. The
trustees of the EJ Trust share among themselves the power to vote or direct the
vote and to dispose or direct the disposition of 445,532 shares of Common Stock
beneficially owned by the EJ Trust, constituting approximately 9.23% of the
total outstanding.
M. Jesselson, as a trustee of the Trusts, shares power with the other
trustees to vote or direct the vote and to dispose or direct the disposition of
1,113,829 shares of Common Stock owned by the Trusts, assuming the conversion
and exercise of all Preferred Stock and Warrants. M. Jesselson, as a trustee of
the Trusts, beneficially owns 1,113,829 shares, which constitutes approximately
20.28% of the outstanding shares of Common Stock.
<PAGE>
Page 14 of 19 Pages
B. Jesselson, as a trustee of the Trusts, shares power with the other
trustees to vote or direct the vote and to dispose or direct the disposition of
1,113,829 shares of Common Stock owned by the Trusts, assuming the conversion
and exercise of all Preferred Stock and Warrants. B. Jesselson, as a trustee of
the Trusts beneficially owns 1,113,829 shares, which constitutes approximately
20.28% of the outstanding shares of Common Stock.
E. Jesselson, as a trustee of the MGJ, BJJ and EJ 1994 Trusts, shares
power with the other trustees to vote or direct the vote and to dispose or
direct the disposition of 668,298 shares of Common Stock owned by the MGJ, BJJ
and EJ 1994 Trusts, assuming the conversion and exercise of all Preferred Stock
and Warrants owned by these trusts. E. Jesselson, as a trustee of the MGJ, BJJ
and EJ 1994 Trusts beneficially owns 668,298 shares, which constitutes
approximately 13.24% of the outstanding shares of Common Stock.
Lucy Lang, as a trustee of the EJ 1994 Trust, shares power with the
other trustees to vote or direct the vote and to dispose or direct the
disposition of 222,766 shares of Common Stock owned by the EJ 1994 Trusts,
assuming the conversion and exercise of all Preferred Stock and Warrants owned
by the EJ 1994 Trust. Lucy Lang, as a trustee of the EJ 1994 Trust, beneficially
owns 222,766 shares, which constitutes approximately 4.84% of the outstanding
shares of Common Stock.
Theodore N. Mirvis, as a trustee of the EJ Trust, shares power with the
other trustees to vote or direct the vote and to dispose or direct the
disposition of 445,532 shares of Common Stock owned by the EJ Trust, assuming
the conversion and exercise of all Preferred Stock and Warrants owned by the EJ
Trust. Theodore N. Mirvis, as a trustee of the EJ Trust, beneficially owns
445,532 shares, which constitutes approximately 9.23% of the outstanding shares
of Common Stock.
Assuming the exercise of all Preferred Stock and Warrants held by the
Trusts, the Reporting Persons may be deemed to beneficially own in the aggregate
1,113,829 shares of Common Stock, representing approximately 20.28% of the
Common Stock outstanding.
(c) There have been no transactions in Common Stock effected during the
past 60 days by the Reporting Persons except for the acquisition of beneficial
ownership of Common Stock being reported on this Statement.
<PAGE>
Page 15 of 19 Pages
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as otherwise described in this Statement, there are no material
contracts, arrangements, understandings or relationships among the Reporting
Persons or between any of them and any other persons with respect to any
securities of the Company.
Item 7. Material to be filed as Exhibits
1. Written Agreement of Reporting Persons relating to the
filing of this Statement as required by Rule 13d-1(f).
2. Amended and Restated Certificate of Designations of Series D
Convertible Preferred Stock of Genta. Incorporated by
reference to Exhibit A of Schedule 13D filed by United
Congregations Mesora as of July 11, 1997, with respect to the
Common Stock of Genta Incorporated.
3. Warrant Agreement. Incorporated by reference to
Exhibit B of Schedule 13D filed by United Congregations
Mesora as of July 11, 1997, with respect to the Common
Stock of Genta Incorporated.
<PAGE>
Page 16 of 19 Pages
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.
Dated: July 15, 1997
MICHAEL G. JESSELSON 4/8/71 TRUST
By /s/
-------------------------------
Michael G. Jesselson
Trustee
By /s/
-------------------------------
Benjamin J. Jesselson
Trustee
By /s/
-------------------------------
Erica Jesselson
Trustee
BENJAMIN J. JESSELSON 4/8/71 TRUST
By /s/
-------------------------------
Michael G. Jesselson
Trustee
By /s/
-------------------------------
Benjamin J. Jesselson
Trustee
By /s/
-------------------------------
Erica Jesselson
Trustee
ERICA JESSELSON 1994 CLAT
By /s/
-------------------------------
Michael G. Jesselson
Trustee
By /s/
-------------------------------
Benjamin J. Jesselson
Trustee
By /s/
-------------------------------
Erica Jesselson
Trustee
<PAGE>
Page 17 of 19 Pages
By /s/
-------------------------------
Lucy Lang
Trustee
ERICA JESSELSON 6/2/89 TRUST
By /s/
-------------------------------
Michael G. Jesselson
Trustee
By /s/
-------------------------------
Benjamin J. Jesselson
Trustee
By /s/
-------------------------------
Theodore N. Mirvis
Trustee
<PAGE>
Page 18 of 19 Pages
EXHIBIT 1
The undersigned agree that the foregoing Statement on Schedule 13D,
dated July 15, 1997, is being filed with the Securities and Exchange Commission
on behalf of each of the Michael J. Jesselson 4/8/71 Trust, the Benjamin J.
Jesselson 4/8/71 Trust, the Erica Jesselson 1994 CLAT and the Erica Jesselson
6/2/89 Trust.
July 15, 1997
MICHAEL G. JESSELSON 4/8/71 TRUST
By /s/
-------------------------------
Michael G. Jesselson
Trustee
By /s/
-------------------------------
Benjamin J. Jesselson
Trustee
By /s/
-------------------------------
Erica Jesselson
Trustee
BENJAMIN J. JESSELSON 4/8/71 TRUST
By /s/
-------------------------------
Michael G. Jesselson
Trustee
By /s/
-------------------------------
Benjamin J. Jesselson
Trustee
By /s/
-------------------------------
Erica Jesselson
Trustee
ERICA JESSELSON 1994 CLAT
By /s/
-------------------------------
Michael G. Jesselson
Trustee
By /s/
-------------------------------
Benjamin J. Jesselson
Trustee
<PAGE>
Page 19 of 19 Pages
By /s/
-------------------------------
Erica Jesselson
Trustee
By /s/
-------------------------------
Lucy Lang
Trustee
ERICA JESSELSON 6/2/89 TRUST
By /s/
-------------------------------
Michael G. Jesselson
Trustee
By /s/
-------------------------------
Benjamin J. Jesselson
Trustee
By /s/
-------------------------------
Theodore N. Mirvis
Trustee
