SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INTROGEN THERAPEUTICS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
46119F 10 7
(CUSIP Number)
Edward H. Stratemeier
Vice President
Rhone-Poulenc Rorer, Inc.
300 Somerset Corporate Boulevard
Bridgewater, New Jersey 08807
908-243-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 2001
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information that 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).
1
CUSIP No. 46119F 10 7
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1) Name of Reporting Person: Aventis Pharmaceuticals Inc.
I.R.S. Identification Nos. of Above Persons (entities only):
13-2563649
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5) Check 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
Delaware
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7) Sole Voting Power
2,343,721 (1)
Number of -------------------------------------------------------------
Shares 8) Shared Voting Power
Beneficially 0
Owned by -------------------------------------------------------------
Each 9) Sole Dispositive Power
Reporting 2,343,721 (1)
Person With -------------------------------------------------------------
10) Shared Dispositive Power
0
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,343,721
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
10.9% (2)
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14) Type of Reporting Person (See Instructions)
CO
2
----------------
(1) Represents 2,343,721 shares of common stock, par value $.001 per share (the
"Common Stock") of Introgen Therapeutics, Inc. (the "Company") issuable
upon conversion of Series A Non-Voting Convertible Preferred Stock of the
Company that were acquired on July 2, 2001 by Aventis Pharmaceuticals
Products Inc., which changed its name to Aventis Pharmaceuticals Inc. on
December 31, 2001.
(2) Beneficial ownership percentages set forth herein assume that at as of the
date of this report, there were 21,442,382 shares of Common Stock
outstanding. Pursuant to Rule 13d-3 under the Securities Exchange Act, as
amended, 2,343,721 shares of Common Stock issuable upon conversion of the
Introgen Series A Non-Voting Convertible Preferred Stock and deemed to be
beneficially owned by the reporting person are also assumed to be
outstanding for purposes of computing these percentages.
3
CUSIP No. 46119F 10 7
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1) Name of Reporting Person: Aventis Holdings Inc.
I.R.S. Identification Nos. of Above Persons (entities only):
57-0414396
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7) Sole Voting Power
6,312,614 (1)
Number of ---------------------------------------------------------
Shares 8) Shared Voting Power
Beneficially 0
Owned by ---------------------------------------------------------
Each 9) Sole Dispositive Power
Reporting 6,312,614 (1)
Person With ---------------------------------------------------------
10) Shared Dispositive Power
0
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,312,614
-----------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
29.4% (2)
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
CO
4
----------------
(1) Represents direct ownership of 3,968,893 shares of Common Stock previously
directly held by Rhone-Poulenc Rorer International (Holdings) Inc., and
assigned to its affiliated company Aventis Holdings Inc. as part of a
corporate restructuring, and beneficial ownership of the balance of the
Subject Shares, which are directly held by Aventis Pharmaceuticals Inc.,
the equity of which is 100% owned by Aventis Holdings Inc., a Delaware
corporation ("AHI").
(2) Beneficial ownership percentages set forth herein assume that at as of the
date of this report, there were 21,442,382 shares of Common Stock
outstanding.
5
CUSIP No. 46119F 10 7
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1) Name of Reporting Person: Rhone-Poulenc Rorer, Inc.
I.R.S. Identification Nos. of Above Persons (entities only):
23-1699163
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization
Pennsylvania
--------------------------------------------------------------------------------
7) Sole Voting Power
6,312,614 (1)
Number of ---------------------------------------------------------
Shares 8) Shared Voting Power
Beneficially 0
Owned by ---------------------------------------------------------
Each 9) Sole Dispositive Power
Reporting 6,312,614 (1)
Person With ---------------------------------------------------------
10) Shared Dispositive Power
0
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,312,614
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
29.4% (2)
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
CO
6
----------------
(1) Represents beneficial ownership of shares held directly by AHI, the equity
of which is 100% owned by Rhone-Poulenc Rorer Inc., a Pennsylvania
corporation ("RPR"), and by Aventis Pharmaceuticals Inc., a Delaware
corporation ("API"), the equity of which is 100% owned by AHI.
(2) Beneficial ownership percentages set forth herein assume that at as of the
date of this report, there were 21,442,382 shares of Common Stock
outstanding. Pursuant to Rule 13d-3 under the Securities Exchange Act, as
amended, 2,343,721 shares of Common Stock issuable upon conversion of the
Introgen Series A Non-Voting Convertible Preferred Stock and deemed to be
beneficially owned by the reporting person are also assumed to be
outstanding for purposes of computing these percentages.
7
This Schedule 13D is filed to reflect the transfer of the shares of the
Common Stock solely between affiliated companies as part of a corporate
restructuring. The shares of Common Stock held by RPRIH were transferred to its
affiliated entity, AHI. As a result of the transfer AHI and RPR, both of which
are affiliated companies of API, and all of which are direct or indirect
subsidiaries of Aventis SA, a French corporation, have acquired beneficial
ownership of the Subject Shares.
Also as part of this corporate restructuring APPI changed it name to
Aventis Pharmaceuticals Inc.
This Schedule 13D also is filed to incorporate Exhibits 99.1, 99.2 and
99.3, which were previously omitted.
This Amendment amends Item 5 and Item 7 only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(b) is hereto amended and restated as follows:
(b) The Reporting Entity, through its subsidiaries Aventis Holdings Inc.
(with respect to the Original Introgen Shares) and Aventis Pharmaceuticals Inc.
(with respect to the New Introgen Shares), has sole power to vote and to dispose
of the Subject Shares subject, however, to the terms of the agreements referred
to in and incorporated by reference into Item 4 above. Neither RPR, AHI nor API
nor, to the knowledge of the Reporting Entity, any of the persons listed on
Exhibits 99.1 or 99.2 hereto has any power to vote or to direct the vote, or to
dispose of or to direct the disposition of, the Subject Shares except to the
extent to the extent that any such person may be deemed to have any such power
by reason of such person's relationship to or position with the Reporting
Entity.
8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1 Series A Non-Voting Convertible Preferred Stock Purchase Agreement
dated as of June 30, 2001.
2 Registration Rights Agreement dated as of June 30, 2001.
3 Voting Agreement dated as of June 30, 2001.
4 Series B Preferred Stock Purchase Agreement dated as of October 7,
1994, as amended by Series C Preferred Stock Purchase Agreement.
99.1 Information concerning directors and executive officers of API, AHI
and RPR.
99.2 Information concerning members of the Supervisory Board and Management
Board of Aventis SA.
99.3 Agreement to File Jointly dated January 9, 2002, by and among API, AHI
and RPR.
9
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.
AVENTIS PHARMACEUTICALS INC.
Date: January 9, 2001 By: /s/Edward H. Stratemeier
Edward H. Stratemeier
Vice President
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.
AVENTIS HOLDINGS INC.
Date: January 9, 2002 By: /s/Phillip R. Ridolfi
Phillip R. Ridolfi
President
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.
RHONE-POULENC RORER INC.
Date: January 9, 2001 By: /s/Edward H. Stratemeier
Edward H. Stratemeier
Vice President
10
INDEX OF EXHIBITS
Exhibit
Number Description
------ -----------
1 Series A Non-Voting Convertible Preferred Stock Purchase Agreement
dated as of June 30, 2001 (filed with Schedule 13D, which this
Amendment amends).
2 Registration Rights Agreement dated as of June 30, 2001 (filed
with Schedule 13D, which this Amendment amends).
3 Voting Agreement dated as of June 30, 2001 (filed with Schedule
13D, which this Amendment amends).
4 Series B Preferred Stock Purchase Agreement dated as of October 7,
1994, as amended by Series C Preferred Stock Purchase Agreement
(incorporated by reference from Exhibits 10.33 and 10.5 to the
Registration Statement on Form S-1 of the Company filed with the
Securities and Exchange Commission (Registration No. 333-30582)).
99.1 Information concerning directors and executive officers of API,
AHI and RPR (filed herewith).
99.2 Information concerning members of the Supervisory Board and
Management Board of Aventis (filed herewith).
99.3 Agreement to File Jointly dated January 9, 2002, by and among API,
AHI and RPR (filed herewith).