<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GENEMEDICINE INC.
-----------------
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
36870710
---------------------
(CUSIP Number)
Michael G. Jesselson
Suite 4101
1301 Avenue of the Americas
New York, NY 10019
212-459-9517
-------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 11, 1997
-------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of 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.
(Continued on following pages)
(Page 1 of 11 Pages)
*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 13D Page 2 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael G. Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF 507,500
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 302,700
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 507,500
10. SHARED DISPOSITIVE POWER
302,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
810,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.86%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Schedule 13D
CUSIP No. 36870710 13D Page 3 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Erica Jesselson
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 ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 302,700
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
302,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
302,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.19%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Schedule 13D
CUSIP No. 36870710 13D Page 4 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin J. Jesselson
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 ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 302,700
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
302,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
302,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.19%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
CUSIP No. 36870710 13D Page 5 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lucy Lang
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 ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 302,700
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
302,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
302,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.19%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
CUSIP No. 36870710 13D Page 6 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trust u/w/o Ludwig Jesselson f/b/o Erica Jesselson
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 ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 302,700
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
302,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
302,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.19%
14. TYPE OF REPORTING PERSON*
OO See Item 2
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 11 Pages
This statement is filed by Michael G. Jesselson ("M. Jesselson"),
Benjamin J. Jesselson ("B. Jesselson"), Erica Jesselson ("E. Jesselson"), Lucy
Lang ("Lang") and the Trust u/w/o Ludwig Jesselson f/b/o Erica Jesselson (the
"Trust"). M. Jesselson, B. Jesselson, E. Jesselson, Lang and the Trust are
hereinafter collectively referred to as the "Reporting Persons".
Item 1. Security and Issuer
-------------------
This statement relates to the common stock, par value $.001 per share
("Common Stock") of GeneMedicine Inc. ("the Company"), a Delaware corporation,
whose principal executive offices are located at 8301 New Trails Drive, The
Woodlands, Texas 77381-4248.
Item 2. Identity and Background
-----------------------
(a)-(c) M. Jesselson is a business investor with an address at
Jesselson Capital Corp., 1301 Avenue of the Americas, Suite 4101, New York, New
York 10019. B. Jesselson is a business investor who can be reached c/o Jesselson
Capital Corp., 1301 Avenue of the Americas, New York, New York 10019. E.
Jesselson is a housewife residing at 4485 Fieldston Road, Riverdale, New York
10471. Lang is a housewife residing at 4456 Waldo Avenue, Riverdale, New York
10471.
The trustees os the Trust are M. Jesselson, B. Jesselson, E. Jesselson
and Lang. The business address of the Trust is c/o Jesselson Capital Corp., 1301
Avenue of the Americas, New York, New York 10019.
(d)-(e) None of the Reporting Persons have, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding, 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. All
of the Reporting Persons are United States citizens.
Item 3. Source and Amount of Funds or other Consideration
-------------------------------------------------
M. Jesselson has acquired a total of 507,500 shares of Common Stock, in
open market purchases, for an aggregate purchase price of $2,810,969. M.
Jesselson used personal funds to acquire his shares of Common Stock. The Trust
has acquired a total of 302,700 shares of Common Stock, in open market
purchases, for an aggregate purchase price of $2,035,222. The Trusts used Trust
funds to purchase its shares of Common Stock.
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Page 8 of 11 Pages
Item 4. Purpose of Transaction
----------------------
The Reporting Persons made the acquisitions reported herein for
investment purposes. The Reporting Persons may acquire additional securities or
dispose of securities of the Company at any time and from time to time in the
open market or otherwise. The Reporting Persons disclaim that as a result of any
transactions entered into they are or constitute a "group" with such persons
within the meaning of Section 13(d)(3) of the Act, and Rule 13d-5 promulgated
thereunder.
The Reporting Persons have no present plans or proposals that relate to
or that would result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) The Company has reported 13,831,309 shares of Common Stock
outstanding as of October 29, 1997 in its Quarterly Report on Form 10-Q for the
period ending September 30, 1997.
M. Jesselson, individually and as trustee of the Trust, beneficially
owns 810,200 shares of Common Stock which constitutes 5.86% of the total Common
Stock outstanding. The Trust beneficially owns 302,700 shares of Common Stock
which constitutes 2.19% of the total Common Stock outstanding. B. Jesselson, E.
Jesselson and Lang, as trustees of the Trust, each beneficially own 302,700
shares of Common Stock which constitutes 2.19% of the total Common Stock
outstanding.
(b) M. Jesselson has sole voting and dispositive power with respect to
the 507,500 shares of Common Stock which he owns individually. M. Jesselson, B.
Jesselson, E. Jesselson and Lang, as trustees of the Trust, share among
themselves the voting and dispositive power with respect to the 302,700 shares
of Common Stock owned by the Trust.
(c) There have been no transactions in Common Stock effected during the
past 60 days by the Reporting Persons. During the 60 days prior to July 11, 1997
(date of event requiring filing of this Statement), no transactions were
effected except for the following open market purchases:
Date Purchaser Amount Price per Share
- ---- --------------- ------ ---------------
6/27/97 Trust 50,000 $7.8075
7/11/97 M. Jesselson 220,000 $4.65625
7/1/97 Trust 75,000 $7.37
7/2/97 Trust 40,000 $7.125
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Page 9 of 11 Pages
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
Except as otherwise described in this Statement, there are no material
contracts, arrangements, understandings or relationships among the Reporting
Persons or between any of them and any other persons with respect to any
securities of the Company.
Item 7. Material to be filed as Exhibits
--------------------------------
1. Written Agreement of Reporting Persons relating to the filing
of this Statement as required by Rule 13d-1(f).
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Page 10 of 11 Pages
Signature
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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: January 7, 1998
/s/ Michael G. Jesselson
---------------------------------------
Michael G. Jesselson
Trust u/w/o Ludwig Jesselson f/b/o Erica
Jesselson
By: /s/ Michael G. Jesselson
-------------------------------------
Michael G. Jesselson
Trustee
By: /s/ Benjamin J. Jesselson
-------------------------------------
Benjamin J. Jesselson
Trustee
By: /s/ Erica Jesselson
-------------------------------------
Erica Jesselson
Trustee
By: /s/ Lucy Lang
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Lucy Lang
Trustee
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Page 11 of 11 Pages
EXHIBIT 1
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The undersigned agree that the foregoing Statement on Schedule
13D, dated January 7, 1998, is being filed with the Securities and Exchange
Commission on behalf of each of Michael G. Jesselson and Trust u/w/o Ludwig
Jesselson f/b/o Erica Jesselson.
January 7, 1998
/s/ Michael G. Jesselson
---------------------------------------
Michael G. Jesselson
Trust u/w/o Ludwig Jesselson f/b/o Erica
Jesselson
By: /s/ Michael G. Jesselson
-------------------------------------
Michael G. Jesselson
Trustee
By: /s/ Benjamin J. Jesselson
-------------------------------------
Benjamin J. Jesselson
Trustee
By: /s/ Erica Jesselson
-------------------------------------
Erica Jesselson
Trustee
By: /s/ Lucy Lang
-------------------------------------
Lucy Lang
Trustee
