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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. 1)
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)
September 9, 1998
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
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be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 37245M207
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Garo H. Armen
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
5,000
8. Shared Voting Power
17,500
9. Sole Dispositive Power
5,000
10. Shared Dispositive Power
17,500
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
22,500
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)
.02%
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. 37245M207
1. Name of Reporting Person
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
12,500
8. Shared Voting Power
9. Sole Dispositive Power
12,500
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each
Reporting Person
12,500
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)
.01%
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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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that Armen Partners, L.P. (the
"Partnership") and Dr. Garo Armen (together, the "Reporting
Persons") are no longer greater than five percent beneficial
owners in the common stock (the "Shares") of Genta Incorporated
(the "Issuer").
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership owns 12,500
Shares and Dr. Armen is deemed to beneficially own 22,500 Shares.
All Shares are in the form of warrants which are convertible at
the option of the Reporting Persons. The Shares are 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 funds for the purchase of the Shares
held by the Partnership came from capital contributions to the
Partnership by its general and limited partners. The funds for
the purchase of the Shares held by the Fund came from
contributions by the Fund's shareholders. The funds for the
purchase of the Shares held by the Corporation came from Dr.
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Armen's personal funds. Funds for the purchase of the Shares
also came from margin loans entered in the ordinary course of
business.
Item 4. PURPOSE OF TRANSACTION
No change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dr. Armen is deemed to be the
beneficial owner of 22,500 Shares, of which the Partnership is
deemed to beneficially own 12,500 Shares. Based on information
provided by the management of the Issuer, there are believed to
be 9,274,964 Shares outstanding. Therefore, Dr. Armen
beneficially owns approximately .02% of the outstanding Shares,
of which the Partnership beneficially owns .01%. The Reporting
Persons have the sole or shared power to vote, direct the vote,
dispose of or direct the disposition of all of the Shares that
they are deemed to beneficially own. As of September 22, 1998,
Dr. Armen was no longer a beneficial owner of more than 5% of the
Shares. As of September 9, 1998, the Partnership was no longer
an owner of more than 5% of the Shares.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
No change.
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Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13D-1(f) under the
Securities Exchange Act of 1934 is filed herewith
as Exhibit A.
2. Attached hereto as Exhibit B is a description of
the transactions in the Shares effected by the
Reporting Person since the most recent filing on
Schedule 13D.
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.
November 23, 1998
/s/ Garo H. Armen
Garo H. Armen
ARMEN PARTNERS, L.P.
By: /s/Garo H. Armen
Garo H. Armen,
General Partner
00875001.AL1
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
November 23, 1998 relating to the Common Stock of Genta
Incorporated shall be filed on behalf of the undersigned.
/s/ Garo H. Armen
Garo H. Armen
ARMEN PARTNERS, L.P.
By: /s/Garo H. Armen
Garo H. Armen,
General Partner
00875001.AL1
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EXHIBIT B
SCHEDULE OF TRANSACTIONS - Garo H. Armen
Shares Acquired Price Per Share
Date or (Sold) (Excluding Commissions)
9/9/98 (37,000) $0.9375
9/11/98 (12,500) 0.9375
9/14/98 (7,500) 0.96875
9/16/98 (6,750) 0.9375
9/17/98 (8,650) 0.9375
9/18/98 (11,510) 0.9375
9/22/98 (16,060) 0.9375
9/28/98 (11,980) 0.875
10/12/98 (99,970) 0.9375
00875001.AL1
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EXHIBIT B
SCHEDULE OF TRANSACTIONS - Armen Partners, L.P.
Shares Acquired Price Per Share
Date or (Sold) (Excluding Commissions)
9/9/98 (37,000) $0.9375
9/11/98 (12,500) 0.9375
9/14/98 (7,500) 0.96875
9/16/98 (6,750) 0.9375
9/17/98 (8,650) 0.9375
9/18/98 (11,511) 0.9375
9/22/98 (38,439) 0.9375
9/28/98 (20,200) 0.875
10/12/98 (122,351) 0.9375
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00875001.AL1
