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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. 2)*
GeneMedicine, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
36870710
(CUSIP Number)
Andrew J. Levinson, Herzfeld & Rubin, P.C.,
40 Wall Street, New York, New York 10005 (212) 344-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 3, 1997
(Date of Event which Requires Filing of this Statement)
If the 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 box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting 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 such class.)
(See Rule 13d-7.)
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).
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SCHEDULE 13D
CUSIP NO. 36870710 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Blech
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF; BD
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF 781,500 shares
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 133,333 shares
OWNED BY EACH ----------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 781,500 shares
WITH ----------------------------------------------
10 SHARED DISPOSITIVE POWER
133,333 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
914,833 shares
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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)
7.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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The following Amendment No. 2 (this "Amendment") to a statement on
Schedule 13D (the "Statement") filed on January 29, 1997, as amended by
Amendment No. 1 thereto filed on February 7, 1997, with respect to the common
stock, par value $.001 per share (the "Common Stock"), of GeneMedicine, Inc.
(the "Issuer") is being filed on behalf of David Blech. Capitalized terms used
in this Amendment but not defined herein shall have the respective meanings
ascribed to them in the Statement.
Item 2. Identity and Background.
The information previously filed in response to subsections (d) - (e)
of Item 2 is amended by adding the following at the end thereof:
Although Mr. Blech has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years, he has entered into an agreement with the United States Attorney's Office
for the Southern District of New York pursuant to which he has agreed to plead
guilty to a one-count information charging a violation of the antifraud
provisions of Section 10(b) of the Securities Exchange Act of 1934, as amended.
In addition, while the decision is on appeal and, accordingly, has not
become final, the District Business Conduct Committee for District No. 10 of
NASD Regulation, Inc. reached a decision, dated December 3, 1996, in a matter
styled District Business Conduct Committee for District No. 10 v. David Blech,
regarding the alleged failure of Mr. Blech to respond to requests
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by the staff of the National Association of Securities Dealers, Inc. ("NASD")
for documents and information in connection with seven customer complaints
against various registered representatives of D. Blech & Co., which was at the
time a registered broker-dealer and a member of the NASD. The decision found
that Mr. Blech failed to respond to such requests in violation of NASD rules and
that Mr. Blech should, therefore, be censured, fined $20,000 and barred from
associating with any member firm in any capacity. On December 17, 1996, Mr.
Blech appealed from the decision, thereby staying the effectiveness of the
decision pending the appeal.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth under Item 3 is hereby supplemented by adding
the following at the end of the last paragraph of Item 3:
Mr. Blech has further acquired, in open market purchases,
274,500 shares of Common Stock for an aggregate purchase price of $2,219,656.13
as set forth in the table below.
Price
Shares Per
Date Purchased Share
2/07/97 22,000 $7.5625
2/10/97 10,000 8.00
2/10/97 5,000 8.1875
2/21/97 2,500 8.375
2/24/97 6,000 8.94
2/25/97 5,000 9.00
2/26/97 5,000 9.25
2/27/97 40,000 9.3672
3/03/97 10,000 8.3125
3/03/97 52,500 8.21875
3/03/97 50,000 8.21
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3/03/97 6,500 8.1875
3/04/97 25,000 8.153
3/14/97 20,000 7.50
4/03/97 25,000 5.875
4/04/97 10,000 6.28
The source of approximately half of the funds required to
effect the foregoing purchases was Mr. Blech's personal funds and the source of
the remaining funds required to effect such transactions was borrowings of
margin funds from or through the broker dealers by which such purchases were
effected.
Item 5. Interest in Securities of the Issuer.
The information set forth in the first paragraph under paragraph (a) of
Item 5 is hereby deleted and replaced by the following:
(a) Mr. Blech has acquired 781,500 shares of the Common Stock. In
addition, upon exercise, the Warrant is convertible into 133,333 shares of
Common Stock. As the sole director and officer of D. Blech & Co., Mr. Blech
could be deemed to beneficially own such shares of Common Stock. Accordingly,
Mr. Blech beneficially owns 7.0% of the Common Stock deemed to be outstanding
based on 12,990,314 shares of Common Stock reported by the Issuer as outstanding
on October 25, 1996 in its Quarterly Report on Form 10-Q for the period ending
September 30, 1996.
The information set forth under paragraphs (b) and (c) of Item 5 is
hereby deleted and replaced by the following:
(b) Mr. Blech has sole voting and dispositive powers with respect to
781,500 shares of Common Stock and shares with D.
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Blech & Co. the voting and dispositive powers with respect to the remaining
133,333 shares identified in the Statement.
(c) The only transactions with respect to the securities of the Issuer
by Mr. Blech in the last sixty days and not previously reported are (i) the
purchases set forth in Item 3 of this Amendment, and (ii) the sale of 420,000
shares of the Common Stock on March 20, 1997 at a net sales price of $6.9375 per
share. All such transactions were effected in open market transactions on the
Nasdaq National Market.
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SIGNATURES
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: April 7, 1997
/s/ DAVID BLECH
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David Blech
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