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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
Leukosite, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
00052728R1
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(CUSIP Number)
* 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 purposes 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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<PAGE>
CUSIP No. 00052728R1 Page 2 of 7 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Roche Finance Ltd
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) | |
Not Applicable
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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(5) SOLE VOTING POWER
610,301 shares
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NUMBER OF SHARES (6) SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH ------------------------------------------------------
REPORTING PERSON (7) SOLE DISPOSITIVE POWER
WITH 610,301 shares
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(8) SHARED DISPOSITIVE POWER
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
610,301
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
| |
Not Applicable
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
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(12) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 00052728R1 Page 3 of 7 Pages
Item 1. (a) Name of Issuer:
Leukosite, Inc.
(b) Address of Issuer's Principal Executive Offices:
215 First Street
Cambridge, MA 02142
Item 2. (a) Name of Person Filing:
Roche Finance Ltd
(b) Address of Principal Business Office or, if none, Residence:
124 Grensacherstrasse
CH-4002 Basel, Switzerland
(c) Citizenship:
Switzerland
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number:
00052728R1
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) | | Broker or Dealer registered under Section 15 of the Act
(b) | | Bank as defined in Section 3(a)(6) of the Act
(c) | | Insurance Company as defined in Section 3(a)(19) of the
Act
(d) | | Investment Company registered under Section 8 of the
Investment Company Act
(e) | | Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) | | Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) | | Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h) | | Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
<PAGE>
CUSIP No. 00052728R1 Page 4 of 7 Pages
Item 4. Ownership.
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-1(b)(2),
if applicable, exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: 610,301
(b) Percent of Class: 6.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
610,301 shares
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
610,301 shares
(iv) shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
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CUSIP No. 00052728R1 Page 5 of 7 Pages
Item 10. Certification and Signature.
After reasonable inquiry and to the best of my knowledge and belief, I/we
certify that the information set forth in this statement is true, complete and
correct.
Dated this 6th day of February, 1998.
ROCHE FINANCE LTD
By: /s/ Frederick C. Kentz III
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Under Power of Attorney dated
February 2, 1998 filed herewith
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CUSIP No. 00052728R1 Page 6 of 7 Pages
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Kentz III
their true and lawful attorney-in-fact to:
(1) execute for and on behalf of each of the undersigned
(collectively, the "Companies") Forms 3, 4, 5 and any other
form, schedule or document relating to an initial statement of,
and changes in, the Companies' beneficial ownership of equity
securities now or hereafter acquired, and any necessary
amendments to such forms or documents of extensions of time to
file such forms, schedules or documents, in accordance with the
Securities Exchange Act of 1933 or Section 16 of the Securities
Act of 1934, as amended, and the rules thereunder (collectively,
the "Exchange Act");
(2) execute for and on behalf of each of the Companies Schedules 13D
and 13G filed with respect any entity by any of the Companies,
to file the same with the Securities and Exchange Commission,
and to execute and file any further amendments to such Schedules
13D and 13G; and
(3) do and perform any and all acts for and on behalf of the
Companies which may be necessary or desirable to complete the
execution of any such form, schedule or document and the filing
of such form with the United States Securities and Exchange
Commission and any other authority.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform every act necessary and proper in the
exercise of any of the rights and powers herein granted, as fully as
such attorney-in-fact could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in
serving such capacity at the request of the undersigned, is not
assuming any of the undersigned liabilities under the Exchange Act.
This Power of Attorney shall remain in effect for so long as the
Companies are required to file reports under Exchange Act with respect
to securities.
<PAGE>
CUSIP No. 00052728R1 Page 7 of 7 Pages
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 2nd day of February, 1998.
ROCHE HOLDING LTD
/s/ Dr. Felix Amrein
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/s/ Dr. Bruno Maier
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ROCHE FINANCE LTD
/s/ Hans Wyss
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/s/ Dr. Henri B. Meier
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ROCHE HOLDINGS, INC.
/s/ Marcel Kohler
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F.HOFFMANN-LA ROCHE LTD
/s/ Stefan Arnold
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/s/ Bruno Heynen
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ROCHE IMAGE ANALYSIS
SYSTEMS, INC.
/s/ Frederick C. Kentz III
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