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UNITED STATES
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, $.001 par value
(Title of Class of Securities)
37245M 10 8
(CUSIP Number)
Christopher M. Wells
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036-7703
(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 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 / /.
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 disclosure
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 5 Pages
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SCHEDULE 13D
CUSIP No. 37245M 10 8
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Nicolas Berggruen
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 277,401
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 277,401
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
277,401
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
6.02%
14 Type of Reporting Person*
IN
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Item 1. Security and Issuer
This statement on Schedule 13D relates to shares of common stock, par value
$.001 per share (the "Common Stock"), of Genta Incorporated, a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 3550 General Atomics Court, San Diego, California, 92121.
Item 2. Identity and Background
This statement on Schedule 13D is being filed by Nicolas Berggruen (the
"Reporting Person"). The Reporting Person acts as an investment adviser to
Tarragona Fund Inc., a Panama corporation ("Tarragona"). The business address of
the Reporting Person is 499 Park Avenue, New York, NY 10022. The present
principal occupation or employment of the Reporting Person is President and
Chief Executive Officer of Alpha Investment Management, Inc. ("Alpha"), a
Delaware corporation which is registered as an Investment Adviser under the
Investment Advisers Act of 1940. The business address of Alpha is 499 Park
Avenue, New York, New York 10022. The address of the principal business and
principal office of Tarragona is 31st Street, Number 3-80 P.O. Box 7412, Panama
5, Republic of Panama.
During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) and
was not a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in 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. The
Reporting Person is a citizen of the United States.
The filing of this statement on Schedule 13-D by the Reporting Person shall
not be construed as an admission that the Reporting Person is, for the purposes
of Section 13(d) of the Exchange Act of 1934, as amended, the beneficial owner
of any securities covered by this statement on Schedule 13-D, and the Reporting
Person disclaims such beneficial ownership.
Item 3. Source and Amount of Funds or Other Consideration
Tarragona has acquired 2.5 Units of the Issuer (the "Units") at the
purchase price of $100,000 per Unit. Each Unit consists of (i) 1,000 shares of
Series D Preferred Stock convertible into Common Stock (the "Preferred Stock")
and (ii) Series D Warrants to purchase 5,000 shares of Common Stock (the
"Warrants"). The Reporting Person may convert the Preferred Stock and exercise
the Warrants to acquire, in the aggregate, 277,401 shares of Common Stock. All
of the 277,401 shares of Common Stock deemed beneficially owned by the Reporting
Person pursuant to the acquisition of the Units were purchased with the working
capital of Tarragona consisting of $250,000.
Item 4. Purpose of Transaction
The purpose of the acquisition by Tarragona of the Units is for investment.
The Reporting Person may consider making additional purchases of shares of
securities of the Issuer on behalf of clients
Page 3 of 5 Pages
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in open-market or private transactions, the extent of which purchases would
depend upon prevailing market and other conditions. Alternatively, the Reporting
Person may convert all or a portion of the Units of the Issuer into Common Stock
and/or may cause all or a portion of the shares of Common Stock to be sold in
open-market or private transactions, depending upon prevailing market conditions
and other factors.
Except as indicated above, the Reporting Person has no plans or proposals
which relate to or would result in any of the events, actions or conditions
specified in paragraphs (a) through (j) of Item 4 of this statement on Schedule
13-D.
Item 5. Interest in Securities of the Issuer
(a) This statement on Schedule 13D relates to 277,401 shares of Common Stock
deemed beneficially owned by the Reporting Person, which constitute
approximately 6.02% of the issued and outstanding shares of Common Stock of
the Issuer.
(b) The Reporting Person has sole voting and dispositive power with respect to
277,401 shares of Common Stock.
(c) Effective as of June 30, 1997, Tarragona acquired 2.5 Units consisting of
the Preferred Stock and the Warrants in a private transaction with the
Issuer at a purchase price of $100,000 per Unit. The Preferred Stock may be
converted into 264,901 shares of Common Stock and the Warrants exercised to
acquire 12,500 shares of Common Stock at a conversion or exercise price of
$0.94375 (the "Exercise Price"), giving the Reporting Person beneficial
ownership of 277,401 shares of Common Stock. The conversion of the Preferred
Stock may take place at the Exercise Price from the date of the acquisition
of the Units by Tarragona until June 29, 1998. The exercise of the Warrants
may take place from the date of acquisition of the Units by Tarragona until
June 29, 2002.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As discussed in Item 2 above, the Reporting Person acts as investment
adviser to Tarragona, which owns 2.5 Units convertible into 277,401 shares of
Common Stock as described in Item 5 above. Except as set forth above, there
exist no contracts, arrangements, understandings or relationships (legal or
otherwise) between the person named in Item 2 and any persons with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any securities, finders' fees, joint ventures, loan or option agreements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
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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: August 5, 1997
Nicolas Berggruen
By: /s/ Nicolas Berggruen
Page 5 of 5 Pages
