UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GeneMedicine, Inc.
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(Name of Issuer)
Common stock, par value $.01 per share
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(Title of Class of Securities)
36870710
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(CUSIP Number)
Eric F. Stoer
Bryan Cave LLP
700 Thirteenth Street, NW
Washington, DC 20005
(202) 508-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 3, 1997
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(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
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 and 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 6 pages
<PAGE>
SCHEDULE 13D
Amendment No. 2
CUSIP No. 36870710 Page 2 of 6 pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corange International Limited
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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*
WC
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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
Bermuda
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7 SOLE VOTING POWER
NUMBER OF SHARES
1,396,406
BENEFICIALLY --------------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY EACH
REPORTING --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON WITH
1,396,406
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,396,406 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)
10.58
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 2
CUSIP No. 36870710 Page 3 of 6 pages
Item 1. Security and Issuer.
This Amendment No. 2 to the Statement on Schedule 13D ("Statement") relates
to the Common Stock, par value $0.01 per share (the "Stock"), of GeneMedicine,
Inc., a Delaware corporation ("GeneMedicine"), and is being filed to report an
additional purchase of Stock by the filing person.
The principal executive offices of GeneMedicine are located at 8301 New
Trails Drive, Woodlands, Texas 77381-4248.
Item 2. Identity and Background.
This Statement is being filed by Corange International Limited, a limited
liability company organized under the laws of Bermuda ("CIL"). CIL is an
international holding company whose subsidiaries are principally engaged in the
business of developing, producing and marketing diagnostic and pharmaceutical
products. CIL's principal business address is 22 Church Street, P.O. Box HM
2026, Hamilton HM HX Bermuda.
CIL is a wholly owned subsidiary of Corange Limited, a limited liability
company organized under the laws of Bermuda ("Corange"). Corange is an
international holding company whose subsidiaries are principally engaged in the
business of developing, producing and marketing diagnostic, orthopedic and
pharmaceutical products. Corange's principal business address is 22 Church
Street, P.O. Box HM 2026, Hamilton, HM HX Bermuda.
Exhibit A to the Statement contains certain information concerning each
executive officer and director of CIL and Corange.
Neither CIL nor Corange, nor to their knowledge, any of the persons named
in Exhibit A has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Neither CIL nor Corange, nor to their knowledge, any of the persons named
in Exhibit A has, during the past five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction such that, as a
result of such proceeding, such person is or was 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.
<PAGE>
SCHEDULE 13D
Amendment No. 2
CUSIP No. 36870710 Page 4 of 6 pages
Item 3. Source and Amount of Funds and Other Consideration.
Pursuant to a Share Purchase Agreement by and between GeneMedicine and CIL
dated July 17, 1995 (the "Purchase Agreement"), a copy of which was filed with
the Commission as Exhibit B to the Statement, CIL purchased 444,444 shares of
Stock for an aggregate consideration of $4,000,000 on July 17, 1995, and an
additional 418,629 shares of Stock on February 1, 1996 for an aggregate
consideration of $4,000,000. Pursuant to the Purchase Agreement, CIL purchased
an additional 533,333 shares of Stock on February 3, 1997 for an aggregate
consideration of $4,000,000. The consideration for all of the above purchases
was cash, the source of which was the working capital of CIL.
Item 4. Purpose of the Acquisition.
Effective February 3, 1995, GeneMedicine and CIL entered into an Alliance
Agreement, pursuant to which the parties agreed to collaborate in respect of
research and potential commercialization of a gene therapy method for the
treatment of head and neck cancer and melanoma in humans. In connection with the
execution of the Alliance Agreement, the parties entered into the Purchase
Agreement.
Pursuant to the Purchase Agreement, CIL agreed to make five separate
purchases of the Stock commencing July 1995 and on each of February 1, 1996,
February 1, 1997, February 1, 1998 and February 1, 1999. In each instance, CIL
agreed to purchase $4,000,000 worth of Stock based on the then market price of
the Stock: the first two installments at 120% of the then market price and the
subsequent installments at the then market price of the Stock; provided,
however, that in no event will the purchase price be less than $7.50 per share.
GeneMedicine may require CIL to purchase additional shares of Stock under
certain conditions as set forth in the Purchase Agreement.
The Purchase Agreement includes a standstill provision pursuant to which,
subject to certain top-up rights and except as contemplated by the Purchase
Agreement, CIL agreed not to increase its beneficial ownership of the Stock
without the prior written consent of GeneMedicine. In addition, pursuant to the
Purchase Agreement CIL has piggyback registration rights covering the Stock
purchased and to be purchased by CIL and, commencing on February 1, 1998, has
the right to a demand registration on Form S-3 of those securities.
The Stock acquired by CIL was acquired for investment. Except as described
above or as set forth in the Purchase Agreement and the Alliance Agreement, none
of CIL, Corange or, to the knowledge of CIL, any person named in Exhibit A
hereto has any plans or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
<PAGE>
SCHEDULE 13D
Amendment No. 2
CUSIP No. 36870710 Page 5 of 6 pages
Item 5. Interest in Securities of the Issuer.
(a)-(b) CIL beneficially owns 1,396,406 shares of Stock. Based upon
information contained in the most recently available filing by GeneMedicine with
the Securities and Exchange Commission, such shares constitute approximately
10.58% of the outstanding shares of Stock. CIL has the sole power to vote and to
dispose of all such shares. Corange also may be deemed to beneficially own such
shares. To the knowledge of CIL, no shares of Stock are beneficially owned by
any of the persons named in Exhibit A.
(c) Except as described above, none of CIL, Corange or, to the knowledge of
CIL, any person named in Exhibit A, has affected any transaction in the Stock
during the past 60 days.
(d) To the knowledge of CIL, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, any shares of Stock beneficially owned by CIL.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as described above, none of the persons named in response to Item 2
is a party to any contract, arrangement, understanding or relationship relating
to any securities of GeneMedicine.
Item 7. Material to Be Filed as Exhibits.
Exhibit A: Information concerning executive officers and directors of CIL
and Corange
Exhibit B: Share Purchase Agreement (previously filed)
Exhibit C: Power of Attorney (previously filed)
<PAGE>
SCHEDULE 13D
Amendment No. 2
CUSIP No. 36870710 Page 6 of 6 pages
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.
February 18, 1997
CORANGE INTERNATIONAL LIMITED
Ivor MacLeod
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By: Ivor Macleod
Title: Authorized signatory
<PAGE>
EXHIBIT A
OFFICERS AND DIRECTORS OF CORANGE LTD.
Name Position(s) Employer Citizenship
- ----------------- -------------------- -------------------------- -----------
Michael J. Drew Director International Services Ltd. UK
Curt G. Engelhorn Chairman & Director Corange Ltd Germany
James A. Lent Director DePuy Inc. USA
Gerald Moller Director Boehringer Mannheim GMBH Germany
Anthony Williams Vice Chairman Coudert Brothers USA
& Director
OFFICERS AND DIRECTORS OF CORANGE INTERNATIONAL LIMITED
Name Position(s) Employer Citizenship
- ----------------- -------------------- -------------------------- -----------
Michael J. Drew Director International Services Ltd. UK
& Vice President
Adolf Luttke Director Corange Ltd Germany
& Vice President
Administration
Anthony Williams Director Coudert Brothers USA
Bernhard Kubitza Director Corange Ltd Germany
