SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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 LLP
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)
November 1, 1998
(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 20 Pages
<PAGE>
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CUSIP No. 372 45 M 20 7 13D Page 2 of 20 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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 16,716,858
WITH ------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------
10 SHARED DISPOSITIVE POWER
16,716,858
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,716,858
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.5% (44.5% 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 1, 1998, Paramount Capital
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) 44.5% of the
aggregate voting power of the Common Stock and Series D Preferred Stock
outstanding.
<PAGE>
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CUSIP No. 372 45 M 20 7 13D Page 3 of 20 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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 5,660,284
WITH ------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------
10 SHARED DISPOSITIVE POWER
5,660,284
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,660,284
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.2% (17.3% of the outstanding voting power)**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
** 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 1, 1998, 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) 17.3% of the aggregate
voting power of the Common Stock and Series D Preferred Stock outstanding.
<PAGE>
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CUSIP No. 372 45 M 20 7 13D Page 4 of 20 Pages
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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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 11,056,575
WITH ------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------
10 SHARED DISPOSITIVE POWER
11,056,575
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,056,575
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0% (31.6% of the outstanding voting power)**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* OO (see Item 2)
- --------------------------------------------------------------------------------
** 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 1, 1998, 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) 31.6% of the aggregate voting power
of the Common Stock and Series D Preferred Stock outstanding.
<PAGE>
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CUSIP No. 372 45 M 20 7 13D Page 5 of 20 Pages
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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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,866,393
OWNED BY ------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 16,716,858
WITH ------------------------------------
9 SOLE DISPOSITIVE POWER
2,866,393
------------------------------------
10 SHARED DISPOSITIVE POWER
16,716,858
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,583,252
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.8% (48.5% 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 1, 1998, 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) 48.5% of the
aggregate voting power of the Common Stock and Series D Preferred Stock
outstanding.
<PAGE>
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CUSIP No. 372 45 M 20 7 13D Page 6 of 20 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hawkins Group, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 (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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ----------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 526,737
WITH ----------------------------------------
9 SOLE DISPOSITIVE POWER
None
----------------------------------------
10 SHARED DISPOSITIVE POWER
526,737
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,737
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% (1.7% of the outstanding voting power)**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
00 (see Item 2)
- --------------------------------------------------------------------------------
** 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 1, 1998, 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) 1.7% of the aggregate voting power
of the Common Stock and Series D Preferred Stock outstanding.
<PAGE>
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CUSIP No. 372 45 M 20 7 13D Page 7 of 20 Pages
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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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 148,327
OWNED BY ----------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 526,737
WITH ----------------------------------------
9 SOLE DISPOSITIVE POWER
148,327
----------------------------------------
10 SHARED DISPOSITIVE POWER
526,737
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,064
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1% (2.2% 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 1, 1998, 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) 2.2% of the aggregate voting power
of the Common Stock and Series D Preferred Stock outstanding.
<PAGE>
SCHEDULE 13D
This Amendment No. 8 amends and restates the Reporting Persons'
Statement on Schedule 13D, dated February 24, 1997, as amended to date, (the
"Schedule") in its entirety.
Item 1. Security and Issuer.
(a) This Statement on Schedule 13D (the "Statement") relates to the
Common Stock, $.001 par value (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.
(a) This statement is filed on behalf of Paramount Capital Asset
Management, Inc. ("Paramount Capital"), Aries Domestic Fund, L.P.
("Aries Domestic"), The Aries Trust ("Aries Trust"), Dr. Lindsay A.
Rosenwald (together with Paramount Capital, Aries Domestic and Aries
Trust, the "Aries Reporting Persons") Mr. Michael S. Weiss, and
Hawkins Group, LLC ("Hawkins" and, together with the Aries Reporting
Persons and Mr. Weiss, the "Filing Persons"). See attached Exhibit AC
which is a copy of their agreement in writing to file this statement
jointly on behalf of each of them. Mr. Weiss, Hawkins and the Aries
Reporting Persons have made, and will continue to make, their own
investment decisions. The investment decisions of Mr. Weiss or Hawkins
may or may not coincide with the decisions made by the Aries Reporting
Persons. Each Filing Person expressly disclaims Mr. Weiss' and
Hawkins' 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, Aries Domestic, Dr.
Rosenwald, Mr. Weiss and Hawkins 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 and sole shareholder of Paramount Capital,/1/ a Subchapter S
corporation incorporated in the State of Delaware. Paramount Capital
is the General Partner of Aries Domestic,/2/
--------
/1/ Please see Exhibit B, filed herewith, 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 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.
Page 8 of 20 Pages
<PAGE>
a limited partnership organized under the laws of Delaware. Paramount
Capital is the Investment Manager to Aries Trust,/3/ a Cayman Islands
Trust. Mr. Weiss is the Managing Member of Hawkins, a Senior Managing
Director of Paramount Capital, Inc. ("PCI") and also is a Director and
Vice Chairman of the Issuer's Board of Directors. Hawkins is a limited
liability company organized under the laws of Delaware./4/
(d) Dr. Rosenwald, Mr. Weiss, Hawkins, Paramount Capital, Aries Domestic
and Aries Trust and their respective managing members, 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, Hawkins, Paramount Capital, Aries Domestic
and Aries Trust and their respective managing members, 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 3. Source and Amount of Funds or Other Consideration
On February 13, 1997, pursuant to Senior Secured Convertible Bridge
Notes (the "Notes"), Aries Domestic used its general funds to lend $1,050,000 to
the Issuer and the Aries Trust used its general funds to lend $1,950,000 to the
Issuer (collectively, the "Loans"). The Notes were convertible upon certain
events into a number of shares of Series D Convertible Preferred Stock at an
initial conversion price equal to five dollars ($5.00) per share subject to
adjustment upon the occurrence of certain events. Section 3 of the Note and
Warrant Purchase
- --------
/3/ Please see 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.
/4/ Please see Exhibit AD indicating the managing member of Hawkins and
providing the information called for by Items 2-6 of this statement as
to said managing member. Exhibit AD is herein incorporated by
reference.
Page 9 of 20 Pages
<PAGE>
Agreement provides that if a Note were not paid in full at maturity or upon the
occurrence of an Event of Default referred to in Section 7 of the Notes, in
addition to other available remedies, the lesser of (i) the then-outstanding
principal amount of such Note or (ii) 10% of the original principal amount of
such Note would be convertible into a number of shares of Common Stock equal to
the amount converted divided by $.001. The shares of Series D Convertible
Preferred Stock initially convertible upon conversion of the Notes were
initially convertible into 2,000,000 shares of Common Stock of the Issuer at a
conversion price equal to $3.00 per share (as adjusted for the Issuer's
one-for-ten reverse stock split effected on April 4, 1997 (the "Split")) subject
to adjustment upon the occurrence of certain events. Additionally, on February
13, 1997, Aries Domestic acquired (a) Class A Bridge Warrants for the purchase
of 273,000 shares of Common Stock of the Issuer at an exercise price equal to
$.01 per share (as adjusted for the Split) and (b) Class B Bridge Warrants for
the purchase of 427,000 shares of Common Stock of the Issuer at an exercise
price equal to $5.50 (as adjusted for the split) per share. The Class A and
Class B Bridge Warrants were exchangeable, and were eventually exchanged, for
New Warrants (as detailed below) under certain circumstances. The Aries Trust
acquired (a) Class A Bridge Warrants for the purchase of 507,000 shares of
Common Stock of the Issuer at an exercise price equal to $.01 per share (as
adjusted for the Split) and (b) Class B Bridge Warrants for the purchase of
793,000 shares of Common Stock of the Issuer at an exercise price equal to $5.50
per share (as adjusted for the Split). In addition to the foregoing, prior to
February 13, 1997 the Aries Reporting Persons acquired a total of 91,500 shares
(as adjusted for the Split) of Common Stock ("Purchased Common Stock") in
open market transactions. See Item 5.
Pursuant to an Amended and Restated Amendment Agreement (the "Amendment
Agreement") filed as Exhibit Q hereto, Aries Trust, Aries Domestic and the
Issuer, inter alia, (i) agreed to postpone the maturity date of the Notes to the
earlier of (x) December 31, 1997 and (y) the date of any decision, order or
other determination adverse to the Issuer or any of its directors by any court
or other tribunal in any lawsuit or other proceeding against the Issuer and/or
any of its directors by any of the Issuer's preferred stockholders, (ii) agreed
that if Aries Trust and Aries Domestic purchased securities in the Private
Placement (as defined below), then Aries Trust and Aries Domestic would not vote
or dispose of such securities or convert any such securities into, or exercise
any such securities for, any shares of Common Stock of the Issuer, for a period
of 90 days from the date of such purchase, (iii) changed the stated value of the
Series D Preferred Stock from ten dollars ($10.00) per share to one hundred
dollars ($100.00) per share, and the conversion price of the Notes from five
dollars ($5.00) to fifty dollars ($50.00) per share, in each case subject to
adjustment upon the occurrence of certain events and (iv) exchanged the Class A
and Class B Bridge Warrants for New Warrants in the forms filed as Exhibits T,
U, V and W hereto. The New Warrants are exercisable for an aggregate of
6,357,616 shares of Common Stock at an exercise price of $0.471875 per share,
subject to adjustment upon certain events.
On May 29, 1997, Aries Trust and Aries Domestic each delivered to the
Issuer an Irrevocable Notice of Conversion pursuant to which Aries Trust and
Aries Domestic converted $422,500 and $227,500 principal amount of the Notes
into 8,450 and 4,550 shares of Series D Preferred Stock, respectively. On
December 31, 1997 Aries Trust and Aries Domestic each converted the outstanding
$1,703,488 and $917,263 aggregate principal and interest amount of their Notes
into 34,070 and 18,345 shares of Series D Preferred Stock, respectively.
Page 10 of 20 Pages
<PAGE>
On June 30, 1997, the Issuer concluded a private placement (the
"Private Placement") of its securities for which Paramount Capital, Inc. acted
as placement agent in consideration for certain cash success fees and warrants
(the "Placement Warrants") to purchase up to 80,790 Class D Warrants (each
"Class D Warrant" being a warrant to purchase one share of Common Stock for
$.94375 at any time until June 30, 2002) and 16,158 shares of Series D Preferred
Stock, in each case subject to adjustment upon the occurrence of certain events,
for an aggregate of $1,777,380. Aries Domestic and Aries Trust used $304,500 and
$565,500 of their respective general funds to purchase securities of the Issuer
in such private placement consisting, respectively, of 3,500 and 6,500 shares of
Series D Preferred Stock and 17,500 and 32,500 Class D Warrants which are
currently convertible for 370,861 and 688,742 and exercisable for 17,500 and
32,500 shares of Common Stock of the Issuer, respectively. Mr. Weiss used
$15,000 of his personal funds to purchase securities of the Issuer in such
private placement consisting of 150 shares of Series D Preferred Stock and 750
Class D Warrants which are currently convertible and exercisable for 15,894 and
750 shares of Common Stock of the Issuer, respectively. Paramount Capital, Inc.
and the Issuer have entered an agreement, pursuant to which, in consideration of
Paramount Capital, Inc.'s services as a financial advisor, Paramount Capital,
Inc.'s designees received, inter alia, warrants (the "Advisory Warrants") to
purchase up to an aggregate of 121,185 Class D Warrants and 24,237 shares of
Series D Preferred Stock, in each case subject to adjustment upon the occurrence
of certain events, for an aggregate of $2,666,070. The Placement Warrants are
exercisable between December 31, 1997 and December 30, 2007 and the Advisory
Warrants are exercisable between December 31, 1998 and December 30, 2007. On
December 29, 1997, PCI designated recipients (the "Paramount Warrant Designees")
of the Placement Warrants and Advisory Warrants. Aries Trust, Aries Domestic,
Dr. Rosenwald Mr.Weiss and Hawkins were among the Paramount Warrant Designees
and each received such Placement Warrants and/or Advisory Warrants in connection
with the Private Placement for which PCI acted as placement agent.
On December 2, 1997, Aries Trust and Aries Domestic entered into a
Letter Agreement whereby they purchased an aggregate of 54,000 shares of Series
A Convertible Preferred Stock, par value $.001 per share (Series A Preferred
Stock) of the Issuer from various holders thereof. Each share of Series A
Preferred Stock, together with accrued but unpaid interest thereon, has a
liquidation value of $60.00. The Series A Preferred Stock is convertible, at the
option of the holder, into Common Stock at a conversion price of $8.27 per
share. Aries Trust used $261,986.30 of its general funds to purchase 36,000
shares of Series A Preferred Stock, which shares are convertible into 261,185
shares of Common Stock. Aries Domestic used $130,993.14 of its general funds to
purchase 18,000 shares of Series A Preferred Stock, which shares are convertible
into 130,593 shares of Common Stock. On July 27, 1998, Aries Trust and Aries
Domestic entered into a Letter Agreement whereby they purchased an aggregate of
40,000 shares of Series A Preferred Stock, from the holder thereof. Aries Trust
used $225,000 of its general funds to purchase 30,000 shares of Series A
Preferred Stock, which shares are convertible into 217,654 shares of Common
Stock. Aries Domestic used $75,000 of its general funds to purchase 10,000
shares of Series A Preferred Stock, which shares are convertible into 72,551
shares of Common Stock.
As of November 1, 1998, Dr. Rosenwald, Hawkins and Michael Weiss,
through Hawkins, may be deemed the beneficial owners of the securities
underlying the Advisory Warrants which become exerciseable within 60 days of
November 1, 1998. Dr. Rosenwald acquired beneficial ownership of 1,951,801 and
92,101 shares of common stock issuable, respectively, upon conversion and
exercise of approximately 18,420 shares of Series D Preferred
Page 11 of 20 Pages
<PAGE>
Stock and Class D Warrants issuable upon conversion of the Advisory Warrants.
Hawkins and Mr. Weiss, through Hawkins, each acquired beneficial ownership of
502,993 and 23,735 shares of Common Stock issuable, respectively, upon
conversion and exercise of approximately 4,747 shares of Series D Preferred
Stock and Class D Warrants issuable upon exercise of the Advisory Warrants.
Between August 19 and October 30, Aries Trust and Aries Domestic
purchased 983,890 and 310,660 shares of Common Stock (additional "Purchased
Common Stock"), respectively, on the open market. Aries Trust and Aries Domestic
used their respective general funds for such purchases.
Aries Trust made the following purchases:
Date No. of Shares Sales Price
- ---- ------------- -----------
08/19/98 17,800 $0.625
08/20/98 17,800 $0.625
08/21/98 2,000 $0.688
08/24/98 12,000 $0.719
08/25/98 11,100 $0.730
08/27/98 11,800 $0.791
08/28/98 11,900 $0.813
08/31/98 12,800 $0.875
09/01/98 12,800 $0.939
09/02/98 12,750 $1.039
09/03/98 12,770 $1.000
09/04/98 12,770 $0.956
09/08/98 18,900 $1.017
09/09/98 18,900 $1.031
09/10/98 18,900 $0.957
09/11/98 18,900 $0.969
09/14/98 21,100 $0.969
09/15/98 28,500 $0.969
09/16/98 20,000 $0.969
09/17/98 21,100 $0.969
09/18/98 21,100 $0.991
09/21/98 23,900 $1.000
09/22/98 24,000 $1.000
09/23/98 23,900 $0.969
09/24/98 24,000 $0.969
09/25/98 23,900 $0.969
09/28/98 32,000 $0.938
09/29/98 32,000 $0.938
09/30/98 24,300 $0.969
10/01/98 23,700 $0.938
10/02/98 23,700 $0.938
10/05/98 19,000 $0.962
Page 12 of 20 Pages
<PAGE>
10/06/98 19,000 $0.938
10/07/98 19,000 $0.962
10/08/98 57,500 $0.969
10/09/98 19,200 $0.962
10/12/98 18,100 $0.969
10/13/98 18,100 $0.969
10/14/98 18,100 $0.988
10/15/98 18,100 $0.994
10/16/98 18,100 $0.997
10/19/98 18,000 $0.969
10/20/98 18,000 $0.969
10/21/98 18,000 $0.938
10/22/98 18,000 $0.963
10/23/98 18,000 $0.995
10/27/98 15,700 $0.938
10/28/98 15,700 $0.969
10/28/98 15,600 $0.938
10/29/98 15,700 $0.969
10/29/98 200 $0.938
10/30/98 15,700 $0.969
Aries Domestic made the following purchases:
Date No. of Shares Sales Price
- ---- ------------- -----------
08/19/98 6,200 $0.625
08/20/98 6,200 $0.625
08/24/98 4,000 $0.719
08/25/98 3,900 $0.730
08/27/98 4,200 $0.791
08/28/98 4,100 $0.813
08/31/98 4,450 $0.875
09/01/98 4,450 $0.939
09/02/98 4,500 $1.039
09/03/98 4,480 $1.000
09/04/98 4,480 $0.956
09/08/98 6,600 $1.017
09/09/98 6,600 $1.031
09/10/98 6,600 $0.957
09/11/98 6,600 $0.969
09/14/98 7,400 $0.969
09/16/98 8,500 $0.969
09/17/98 7,400 $0.969
09/18/98 7,400 $0.991
09/21/98 8,400 $1.000
09/22/98 8,300 $1.000
09/23/98 8,400 $0.969
Page 13 of 20 Pages
<PAGE>
09/24/98 8,300 $0.969
09/25/98 8,400 $0.969
09/30/98 8,000 $0.969
10/01/98 8,300 $0.938
10/02/98 8,300 $0.938
10/05/98 6,600 $0.962
10/06/98 6,600 $0.938
10/07/98 6,600 $0.962
10/08/98 20,100 $0.969
10/09/98 6,400 $0.962
10/12/98 6,300 $0.969
10/13/98 6,300 $0.969
10/14/98 6,300 $0.988
10/15/98 6,300 $0.994
10/19/98 6,200 $0.969
10/20/98 6,200 $0.969
10/21/98 6,200 $0.938
10/22/98 6,200 $0.963
10/27/98 5,500 $0.938
10/28/98 5,500 $0.938
10/28/98 5,400 $0.938
10/29/98 5,500 $0.969
10/30/98 5,500 $0.969
Finally, on October 30, 1998, Aries Trust acquired 39,205 shares and
Aries Domestic acquired 13,775 shares of Common Stock in a private placement.
The Filing Persons disclaim beneficial ownership of all the Common
Stock except the Purchased Common Stock. Mr. Weiss, Hawkins and the Aries
Reporting Persons each disclaim beneficial ownership of the securities held by
each other.
Item 4. Purpose of Transaction.
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. In May 1997,
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 Board of Directors. David
R. Walner, an Associate Director of PCI 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
Page 14 of 20 Pages
<PAGE>
of Directors, and Dr. Kasses was appointed President and Chief Executive Officer
of the Issuer, effective October 1, 1997. Effective October 6, 1998, Donald G.
Drapkin resigned as Chairman of the Board and Dr. Kasses was elected to replace
him as Chairman. In connection with the Loans 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 hereto, to purchase 50,000 shares of Common Stock of the Issuer
exercisable 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.
(a) As of November 1, 1998: Dr. Rosenwald, as the sole shareholder of
Paramount Capital and as the holder of Placement Warrants and Advisory
Warrants, may be deemed beneficially to own 19,583,252 shares or 72.8%
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 16,716,858 shares or 69.5% of the Issuer's
Common Stock; and Mr. Weiss, as Managing Member of Hawkins and as the
holder of securities of the Issuer, may be deemed to beneficially own
675,064 shares or 7.1% of the Issuer's Common Stock. Aries Domestic,
Aries Trust and Hawkins may be deemed beneficially to own the
following numbers of shares of Common Stock:
Aries Domestic 5,660,284
Aries Trust 11,056,575
Hawkins 526,737
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, Mr. Weiss and Hawkins each
disclaim beneficial ownership of the securities held by each 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 1, 1998, Dr. Rosenwald and Paramount Capital may be deemed
beneficially to own (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) 48.5% and 44.5%,
respectively, of the
Page 15 of 20 Pages
<PAGE>
aggregate voting power of the Common Stock and Series D Preferred
Stock outstanding.
(b) Dr. Rosenwald and Paramount Capital share the power to vote or to
direct the vote and to dispose or to direct the disposition of those
shares owned by each of Aries Domestic and Aries Trust. Dr. Rosenwald
has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of the shares underlying the Placement Warrants
and Advisory Warrants held by him. Mr. Weiss and Hawkins share the
power to vote or to direct the vote and to dispose or to direct the
disposition of the shares owned by Hawkins. Mr. Weiss has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of the shares that he owns.
(c) Other than certain of the open market and private placement purchases
of Common Stock reported in Item 3, the Reporting Persons have not
engaged in any transactions in the Common Stock of the Issuer in the
past 60 days.
(d)&(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Paramount Capital is the investment manager of Aries Trust and the
General Partner of Aries Domestic and in such capacities has the authority to
make certain investment decisions on behalf of such entities, including
decisions relating to the securities of the Issuer. In connection with its
investment management duties, Paramount Capital receives certain management fees
and performance allocations from Aries Trust and Aries Domestic. Dr. Rosenwald
is the sole shareholder of Paramount Capital. Additionally, on January 28, 1997,
the Issuer entered into a Letter of Intent with Paramount Capital, Inc. pursuant
to which it was contemplated that Paramount Capital, Inc. would act as financial
advisor and investment banker for the Issuer in future capital raising and other
strategic transactions for the Issuer. Dr. Rosenwald is the chairman and sole
shareholder of Paramount Capital, Inc. On June 30, 1997, the Issuer concluded a
private placement of its securities for which Paramount Capital, Inc. acted as
placement agent in consideration for certain cash success fees and Placement
Warrants (see Item 3). In addition, Paramount Capital, Inc. and the Issuer have
entered an agreement, pursuant to which, in consideration of Paramount Capital,
Inc.'s services as a financial advisor, Paramount Capital, Inc.'s designees have
received, inter alia, Advisory Warrants (see Item 3). On June 6, 1997, Aries
Trust and Aries Domestic entered into a Line of Credit Agreement with the Issuer
pursuant to which Aries Trust and Aries Domestic advanced a line of credit of up
to $500,000 in consideration of the Line of Credit Warrants (see Item 4).
Certain directors and officers of Paramount Capital and Paramount Capital, Inc.
are now also directors and/or officers of the Issuer (see Item 4).
Except as indicated in this Schedule 13D and the exhibits hereto, there
is no contract, arrangement, understanding or relationship between the Filing
Persons and any other person, with respect to any securities of the Issuer.
Page 16 of 20 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit A/1/: Agreement of Joint Filing of Schedule 13d
dated as of February 13, 1997.
Exhibit B/6/: List of executive officers and directors
of Paramount Capital and information called
for by Items 2-6 of this statement relating
to said officers and directors.
Exhibit C/1/: List of executive officers and directors
of Aries Domestic and information called for
by items 2-6 of this statement relating to
said officers and directors.
Exhibit D/1/: List of executive officers and directors
of Aries Trust and information called for by
items 2-6 of this statement relating to said
officers and directors.
Exhibit E/1/: Notes and Warrant Purchase Agreement dated
as of January 28, 1997.
Exhibit F/1/: Senior Convertible Bridge Note for
$1,050,000 issued to Aires Domestic
dated January 28, 1997.
Exhibit G/1/: Senior Secured Convertible Bridge Note for
$1,950,000 issued to Aries Trust dated
January 28, 1997.
Exhibit H/1/: Class A Bridge Warrant for the purchase
of 2,730,000 shares of Common Stock issued
to Aries Domestic dated January 28, 1997.
Exhibit I/1/: Class A Bridge Warrant for the purchase
of 5,070,000 shares if Common Stock issued
to Aries domestic dated January 28, 1997.
Exhibit J/1/: Class B Bridge Warrant for the Purchase
of 4,270,000 shares of Common Stock issued
to Aries domestic dated January 28, 1997.
Exhibit K/1/: Class B Bridge Warrant for the Purchase of
7,930,000 shares of Common Stock issued to
Aries Trust dated January 28, 1997.
Exhibit L/1/: Letter of Intent dated January 28, 1997.
Exhibit M/2/: Agreement of Joint Filing of Schedule 13D.
Exhibit N/2/: Warrant for the purchase of 32,500 shares of
Common Stock of the Issuer, issued to Aries
Trust pursuant to the
Page 17 of 20 Pages
<PAGE>
Senior Secured Line of Credit Agreement
between the Issuer, Aries Trust and Aries
Domestic.
Exhibit O/2/: Warrant for the purchase of
17,500 shares of Common Stock of the
Issuer, issued to Aries Domestic
pursuant to the Senior Secured Line
of Credit Agreement between the
Issuer, Aries Trust and Aries
Domestic.
Exhibit P/2/: Amended Certificate of Designation for
Series D Convertible Preferred Stock of
Genta Incorporated.
Exhibit Q/2/: Amended and Restated Amendment Agreement
between the Issuer, Aries Trust and Aries
Domestic.
Exhibit R/2/: Amended and Restated Senior Secured
Convertible Bridge Note for $1,050,000
issued to Aries Domestic.
Exhibit S/2/: Amended and Restated Senior Secured
Convertible Bridge Note for
$1,950,000 issued to Aries Trust.
Exhibit T/2/: New Class A Bridge Warrant for the Purchase
of 350,000 shares of Common Stock issued to
Aries Domestic.
Exhibit U/2/: New Class A Bridge Warrant for the Purchase
of 650,000 shares of Common Stock issued
to Aries Trust.
Exhibit V/2/: New Class B Bridge Warrant for the Purchase
of 350,000 shares of Common Stock issued to
Aries Domestic.
Exhibit W/2/: New Class B Bridge Warrant for the Purchase
of 650,000 shares of Common Stock issued to
Aries Trust.
Exhibit X/3/: Agreement of Joint Filing of Schedule 13D
dated as of November 5, 1993.
Exhibit Y/3/: 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.
Exhibit Z/4/ Letter Agreement between Aries Trust,
mestic and third parties relating to
hase of Series A Preferred Stock.
Exhibit AA/5/: Agreement of Joint Filing of Schedule 13D
dated as of July 31, 1998.
Exhibit AB/5/: Letter Agreement between Aries Trust, Aries
Domestic and Highbridge Capital Corporation
relating to the purchase of Series A
Preferred Stock.
Page 18 of 20 Pages
<PAGE>
Exhibit AC/6/: Agreement of Joint Filing of schedule 13D
dated as of November 4, 1998.
Exhibit AD/6/: List of managing members of Hawkins
and information called for by
Items 2-6 of this statement relating to
said managing members.
(1) Exhibits A, C, D, E, F, G, H, I, J, K and L were filed on
February 24, 1997 with the original Schedule.
(2) Exhibits M, N, O, P, Q, R, S, T, U, V and W were filed on July 28,
1997, with Amendment No. 1 to the Schedule.
(3) Exhibits X and Y were filed on November 7, 1997 with Amendment No.
4 to the Schedule.
(4) Exhibit Z was filed on December 31, 1997, with Amendment No. 4 to
the Schedule.
(5) Exhibits AA and AB were filed on August 5, 1998 with Amendment No.
5 to the original Schedule.
(6) Exhibits B, AC, and AD are filed herewith.
Page 19 of 20 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 4, 1998
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: November 4, 1998
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
THE ARIES TRUST
By: Paramount Capital Asset Management, Inc.
Dated: November 4, 1998 General Partner
New York, NY
By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
Dated: November 4, 1998 /s/ Lindsay A. Rosenwald
New York, NY ---------------------------------------
Lindsay A. Rosenwald, M.D.
Dated: November 4, 1998 /s/ Michael S. Weiss
New York, NY ---------------------------------------
Mr. Michael S. Weiss
HAWKINS GROUP, LLC
Dated: November 4, 1998
New York, NY By: /s/ Michael S. Weiss
---------------------------------------
Mr. Michael S. Weiss
Managing Member
Page 20 of 20 Pages
<PAGE>
EXHIBIT B
The name and principal occupation or employment, which in each instance
is with Paramount Capital Asset Management, Inc. ("Paramount Capital") located
at 787 Seventh Avenue, 48th Floor, New York, New York, 10019, of each executive
officer and director of Paramount Capital is as follows:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
<S> <C>
Lindsay A. Rosenwald, M.D. Chairman of the Board of Paramount
Capital Asset Management, Inc.,
Paramount Capital Investments LLC
and Paramount Capital, Inc.
Mark C. Rogers, M.D. 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.,
Inc., Senior Managing
Director, Paramount Capital,
Inc.
Dr. Yuichi Iwaki Director of Paramount Capital Asset
Management, Inc., Inc., Professor,
University of Southern California
School of Medicine
</TABLE>
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>
EXHIBIT AC
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 4, 1998
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: November 4, 1998
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
THE ARIES TRUST
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: November 4, 1998
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
Dated: November 4, 1998
New York, NY /s/ Lindsay A. Rosenwald
---------------------------------------
Lindsay A. Rosenwald, M.D.
Dated: November 4, 1998
New York, NY /s/ Michael S. Weiss
---------------------------------------
Mr. Michael S. Weiss
HAWKINS GROUP, LLC
Dated: November 4, 1998
New York, NY By: /s/ Michael S. Weiss
---------------------------------------
Mr. Michael S. Weiss
Managing Member
<PAGE>
EXHIBIT AD
The name and principal occupation or employment of the Managing Member
of Hawkins,which is located at 787 Seventh Avenue, 44th Floor, New York, NY,
10019, is as follows:
NAME PRINCIPAL OCCUPATION
OR EMPLOYMENT
Michael S. Weiss (See Item 2(c) of the Schedule)
Item 2.
During the five years prior to the date hereof, the above 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, 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 such violations with respect to such laws.
Items 3-6
Please refer to Items 3-6 of the Schedule reporting the beneficial
ownership.
