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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. ________)*
GeneMedicine, Inc.
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(Name of Issuer)
common stock, par value $.001 per share
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(Title of Class of Securities)
36870710
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(CUSIP Number)
Nicholas R. Madonia,
30 Outwater Lane,
Garfield, New Jersey 07026 (201) 546-5535
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 24, 1997
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(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 to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_|
Check the following fox 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 13-d-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. 3687010 Page 2 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nicholas R. Madonia, as trustee for The Blech Family Trust, The
Sentinel Charitable Remainder Trust, The Freedom Charitable
Remainder Trust and The Frontier Charitable Remainder Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 1,175,500
SHARES 8 SHARED VOTING POWER
-0-
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
1,175,500
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,175,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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SCHEDULE 13D
CUSIP NO. 3687010 Page 3 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Freedom Charitable Remainder Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 404,000 exercised by Nicholas
SHARES R. Madonia as trustee
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 404,000 exercised by Nicholas
R. Madonia as trustee
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,000 exercised by Nicholas R. Madonia as trustee
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
<PAGE>
SCHEDULE 13D
CUSIP NO. 3687010 Page 4 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Blech Family Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 266,500 exercised by Nicholas
SHARES R. Madonia as trustee
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING 266,500 exercised by Nicholas
PERSON R. Madonia as trustee
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
266,500 exercised by Nicholas R. Madonia as trustee
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
<PAGE>
SCHEDULE 13D
CUSIP NO. 3687010 Page 5 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Frontier Charitable Remainder Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 385,000 exercised by Nicholas
SHARES R. Madonia as trustee
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING 385,000 exercised by Nicholas
PERSON R. Madonia as trustee
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,000 exercised by Nicholas R. Madonia as trustee
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
<PAGE>
SCHEDULE 13D
CUSIP NO. 3687010 Page 6 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Sentinel Charitable Remainder Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 120,000 exercised by Nicholas
SHARES R. Madonia as trustee
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING 120,000 exercised by Nicholas
PERSON R. Madonia as trustee
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,000 exercised by Nicholas R. Madonia as trustee
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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The following statement on Schedule 13D (the "Statement") 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 The Freedom
Charitable Remainder Trust, (the "Freedom Trust") the Frontier Charitable
Remainder Trust (the "Frontier Trust"), The Sentinel Charitable Remainder Trust
(the "Sentinel Trust") and the Blech Family Trust (the "Blech Trust" and,
together with the Freedom Trust, the Frontier Trust, and the Sentinel Trust, the
"Trusts") and Nicholas R. Madonia, as trustee (the "Trustee") of the Trusts.
Item 1. Security and Issuer
This Statement relates to the Common Stock of the Issuer.
The Issuer's principal executive offices are at 8301 New Trails
Drive, The Woodlands, Texas 77381-4248.
Item 2. Identity and Background
(a) This Statement is being filed on behalf of the
Trusts and Nicholas R. Madonia, as Trustee of the Trusts.
(b) The address of the Trusts and the business address
of Nicholas R. Madonia is 30 Outwater Lane, Garfield, New Jersey 07026.
(c) Mr. Madonia is a certified public accountant and a
member of Madonia Pilles & Co., an accounting firm located at 30 Outwater Lane,
Garfield, New Jersey 07026.
(d)-(e) Mr. Madonia and the Trusts have not, during the
last five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor have
Mr. Madonia and the Trusts, during such period, been a party to a
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civil proceeding of a judicial or administrative body and as a result of such
proceeding been 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) Mr. Madonia is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Trusts have acquired, in open market purchases, a total of
1,175,500 shares of Common Stock for an aggregate purchase price of
$7,120,543.75. Of such total, The Blech Trust has acquired 266,500 shares of
Common Stock for a purchase price of $1,455,641.25; the Frontier Trust has
acquired 385,000 shares of Common Stock for a purchase price of $2,138,960.00;
the Sentinel Trust has acquired 120,000 shares of Common Stock for a purchase
price of $920,250.00 and The Freedom Trust has acquired 404,000 Shares of Common
Stock for a purchase price of $2,605,692.50. A table setting forth the date of
each transaction, the number of shares of Common Stock acquired in each
transaction and the purchase price per share in each transaction, with respect
to each of the Trusts, is annexed hereto as Annex A and incorporated herein by
reference. With respect to each of the Trusts, the source of the funds required
to acquire the shares of Common Stock was the funds of each such Trust.
Item 4. Purpose of Transaction.
Mr. Madonia and the Trusts have no proposal or plan which
would result in any of the transactions or events enumerated in
8
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paragraphs (a) through (j) of this item. The Trusts acquired the shares of
Common Stock identified in this Statement for investment purposes.
Notwithstanding the foregoing, Mr. Madonia, as Trustee of the Trusts, reserves
the right at any time or from time to time to acquire additional shares of the
capital stock of the Issuer or to dispose of any shares of capital stock of the
Issuer in open market or privately negotiated transactions on terms deemed by
him to be appropriate or to propose any of the transactions described in Item 4
to the Issuer's board of directors or to seek control of such board and
thereafter to cause or seek to cause any of such transactions to take place.
Item 5. Interest in Securities of the Issuer.
(a) The Trusts have acquired 1,175,500 shares of the Common
Stock. Accordingly, Mr. Madonia, as Trustee, beneficially owns 9.0% of the
Common Stock 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 Freedom Trust, Frontier
Trust, Sentinel Trust and Blech Trust have acquired 404,000, 385,000, 120,000
and 266,500 shares of Common Stock respectively, and, accordingly, beneficially
own 3.1%, 3.0%, 0.9% and 2.0%, respectively of the Common Stock outstanding.
(b) Mr. Madonia, as Trustee of the Trusts, has sole voting and
dispositive power with respect to all 1,175,500 shares of Common Stock
identified in this statement and exercises such powers on behalf of the
respective Trusts.
9
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(c) All the transactions with respect to the securities of the
Issuer by the Trusts and Mr. Madonia, as Trustee of the Trusts, within the past
60 days are the transactions detailed in the table annexed hereto as Annex A.
All such transactions were effected in open market purchases on the Nasdaq
National Market.
(d) No person other than Mr. Madonia, as Trustee of the
Trusts, has the right to receive or direct the receipt of dividends or sales
proceeds of the Common Stock owned or sold by the Trusts.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Mr. Madonia and the Trusts are not parties to any
contract, arrangement or understanding with any other person,
including, without limitation, the Issuer, with respect to the
securities of the Issuer.
Item 7. Material to be filed as Exhibits.
1. Joint Filing Agreement.
10
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ANNEX A
<TABLE>
<CAPTION>
Price
Shares Per
Date Purchased Share
---- --------- -----
<S> <C> <C>
The Blech Family Trust
12/16/96 10,000 $5.0625
12/16/96 10,000 5.03125
12/16/96 3,000 5.125
12/20/96 75,000 5.375
12/24/96 15,000 5.1875
12/24/96 10,000 5.125
12/31/96 30,000 5.28
12/31/96 26,000 5.81
12/31/96 6,000 5.5625
12/31/96 4,000 5.50
01/02/97 5,000 5.9375
01/02/97 15,000 6.00
01/02/97 15,000 5.875
01/02/97 10,000 5.34
01/24/97 30,000 5.5625
01/24/97 2,500 5.6875
The Frontier Charitable Remainder Trust
12/11/96 25,000 4.375
12/11/96 25,000 4.385
12/12/96 25,000 4.6375
12/12/96 60,000 4.6563
12/12/96 14,000 4.0625
12/13/96 25,000 4.875
12/13/96 20,000 4.875
12/16/96 55,000 4.34
12/17/96 3,000 4.6875
02/05/97 133,000 7.486
The Freedom Charitable Remainder Trust
01/17/97 40,000 6.1875
01/24/97 96,000 5.75
01/27/97 108,000 5.87
01/28/97 24,000 6.18
02/04/97 13,000 6.47
02/05/97 90,000 7.486
02/12/97 33,000 8.0625
The Sentinel Charitable Remainder Trust
02/06/97 75,000 7.35
02/11/97 45,000 8.20
</TABLE>
11
<PAGE>
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: February 20, 1997
/s/ NICHOLAS R. MADONIA
---------------------------------------------
Nicholas R. Madonia
THE FREEDOM CHARITABLE REMAINDER TRUST
By: /s/ NICHOLAS R. MADONIA
-----------------------------------------
Nicholas R. Madonia, Trustee
THE FRONTIER CHARITABLE REMAINDER TRUST
By: /s/ NICHOLAS R. MADONIA
-----------------------------------------
Nicholas R. Madonia, Trustee
THE SENTINEL CHARITABLE REMAINDER TRUST
By: /s/ NICHOLAS R. MADONIA
-----------------------------------------
Nicholas R. Madonia, Trustee
THE BLECH FAMILY TRUST
By: /s/ NICHOLAS R. MADONIA
-----------------------------------------
Nicholas R. Madonia, Trustee
12
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EXHIBIT INDEX
No. Description Page
1. Joint Filing Agreement.
13
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EXHIBIT I
14
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Joint Filing Agreement
The undersigned hereby consent to the joint filing by any of
them of a Statement on Schedule 13D and any amendments thereto, whether
heretofore or hereafter filed, relating to the common stock, par value $.001 per
share, of GeneMedicine, Inc.
Dated: February 20, 1997
/s/ NICHOLAS R. MADONIA
---------------------------------------------
Nicholas R. Madonia
THE FREEDOM CHARITABLE REMAINDER TRUST
By: /s/ NICHOLAS R. MADONIA
-----------------------------------------
Nicholas R. Madonia, Trustee
THE FRONTIER CHARITABLE REMAINDER TRUST
By: /s/ NICHOLAS R. MADONIA
-----------------------------------------
Nicholas R. Madonia, Trustee
THE SENTINEL CHARITABLE REMAINDER TRUST
By: /s/ NICHOLAS R. MADONIA
-----------------------------------------
Nicholas R. Madonia, Trustee
THE BLECH FAMILY TRUST
By: /s/ NICHOLAS R. MADONIA
-----------------------------------------
Nicholas R. Madonia, Trustee
15
