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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. )*
Name of Issuer: Genta Incorporated
Title of Class of Securities: Common Stock
CUSIP Number: 37245M207
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Garo H. Armen
c/o Armen Partners, L.P.
630 Fifth Avenue, Suite 2100
New York, New York 10111
(Date of Event which Requires Filing of this Statement)
5/31/97
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 [ ].
Check the following line if a fee is being paid with this
statement . (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of class. See Rule 13d-7).
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 872405998
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Garo H. Armen S.S. #
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC, AF, PF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
501,223
8. Shared Voting Power
9. Sole Dispositive Power
501,223
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
501,223
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
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13. Percent of Class Represented by Amount in Row (11)
10.2%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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CUSIP No. 872405998
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Armen Partners, L.P.
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Organized under the laws of Delaware
7. Sole Voting Power
278,457
8. Shared Voting Power
9. Sole Dispositive Power
278,457
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
278,457
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
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13. Percent of Class Represented by Amount in Row (11)
5.6%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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Item 1. SECURITY AND ISSUER
This statement relates to shares of common stock
(the "Common Stock") of Genta Incorporated ("Genta"). The
principal executive office of Genta is located at 3550
General Atomics Court, San Diego, California 92121.
2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dr. Garo
H. Armen and Armen Partners, L.P. the Partnership, (the
"Partnership"), an investment limited partnership, of which
Dr. Armen and Armen Capital Management Corp., a corporation
of which Dr. Armen is the principal, are the general
partners (Dr. Armen is the managing partner). Dr. Armen's
principal office is located at 630 Fifth Avenue, Suite 2100,
New York, New York 10111.
Dr. Armen has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Dr. Armen has not,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted 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 violations with respect to such laws.
Dr. Armen is a citizen of the United States of
America. The Partnership was formed under the laws of the
State of Delaware.
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Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Dr. Armen is deemed to
beneficially own 501,223 shares of Common Stock. The Common
Stock beneficially owned by Dr. Armen is in the form of
Series D Preferred Stock and warrants which are convertible
into shares of Common Stock at the option of Dr. Armen. The
Common Stock is held by (i) the Partnership, (ii) Armen
Partners Offshore Fund, Ltd. (the "Fund"), an offshore
investment fund to which Armen Capital Management Corp. acts
as investment manager, and (iii) GHA Management Corporation
(the "Corporation"), a corporation wholly-owned by Dr.
Armen. The Common Stock was purchased in a privately
negotiated transaction at an aggregate cost of $450,000.
The funds for the purchase of the Common Stock held by the
Partnership came from capital contributions to the
Partnership by its general and limited partners. The funds
for the purchase of Common Stock held by the Fund came from
contributions by the Fund's shareholders. The funds for the
purchase of the Common Stock held by the Corporation came
from Dr. Armen's personal funds. Funds for the purchase of
Common Stock also came from margin loans entered in the
ordinary course of business.
Item 4. PURPOSE OF TRANSACTION
The Common Stock deemed to be beneficially owned by
Dr. Armen and the Partnership was acquired for, and is being
held for, investment purposes. The reporting persons may
acquire additional Common Stock, dispose of all or some of
the Common Stock from time to time, in each case in open
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market transactions, block sales or purchases or otherwise,
or may continue to hold the Common Stock.
The reporting persons do not have any plan or
proposal which relates to, or would result in, any of the
actions enumerated in Item 4 of the instructions to Schedule
13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dr. Armen is deemed to be
the beneficial owner of 501,223 shares of Common Stock of
Genta, of which the Partnership is deemed to beneficially
own 278,457 shares of Common Stock. Based on information
provided by the management of Genta, there are believed to
be 4,378957 shares of Common Stock of Genta outstanding.
Therefore, Dr. Armen beneficially owns approximately 10.2%
of the outstanding shares of Common Stock, of which the
Partnership beneficially owns 5.6%. Dr. Armen has the power
to vote and dispose of or direct the disposition and direct
the vote of all of the shares of Common Stock of which he is
currently deemed to beneficially own.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
The reporting persons do not have any contract,
arrangement, understanding or relationship with any person
with respect to the Common Stock of Genta.
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Item 7. Material to be Filed as Exhibits
Attached hereto as Exhibit A is a description of
the transactions in the shares of Genta that were effected
by the reporting persons during the past 60 days.
Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
July 23, 1997
/s/ Garo H. Armen
Garo H. Armen
Armen Partners, L.P.
By: /s/Garo H. Armen
Garo H. Armen
General Partner
9
00875001.AJ4
EXHIBIT A
SCHEDULE OF TRANSACTIONS
Shares Acquired Price Per Share
Date or (Sold) (Excluding Commissions)
10
00875001.AJ4
