-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L0fP/i9gGsbmWdJso+nYi0k5pGPEf6Hy1msZGpdPioVVOuPcTnOtnCd+AuiBCxgy kx7VNvysClb5oaqfGj7n/w== 0000895813-97-000004.txt : 19970115 0000895813-97-000004.hdr.sgml : 19970115 ACCESSION NUMBER: 0000895813-97-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970114 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061047163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37205 FILM NUMBER: 97505641 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQ CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6172527500 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWISS BANK CORP /ADR/ CENTRAL INDEX KEY: 0000911648 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AESCHENPLATZ 6 CH 4002 CITY: BASEL STATE: V8 BUSINESS PHONE: 0612882020 MAIL ADDRESS: STREET 1: MARIO CUENI STREET 2: 141 W JACKSON CITY: CHICAGO STATE: IL ZIP: 60604 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- AMENDMENT NO. 3 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Genzyme Corporation (Name of Issuer) Common Stock (Title of class of securities) 372917 10 4 (CUSIP number) Marc L. Berman Swiss Bank Corporation 141 West Jackson Blvd. Chicago, Illinois 60604 (312) 554-5377 (Name, address and telephone number of persons authorized to receive notices and communications) December 31, 1996 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (continued on following pages) (Page 1 of 7 Pages) CUSIP No. 372917 10 4 13D Page 2 of 7 Pages 1 Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Swiss Bank Corporation (13-5424347) 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 Item 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Swiss banking corporation Number of Shares Beneficially Owned by each Reporting Person with 7 Sole Voting Power 0 ----------------- 8 Shared Voting Power 2,256,150 ----------------- 9 Sole Dispositive Power 0 ----------------- 10 Shared Dispositive Power 2,256,150 ----------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,256,150 ----------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11) 3.14% ------------- 14 Type of Reporting Person BK SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock (the "Common Stock") of Genzyme Corporation, a Massachusetts corporation ("Genzyme"). The address of Genzyme s principal executive offices is One Kendall Square, Cambridge, Massachusetts 02139. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed by: Swiss Bank Corporation ( SBC ) Aeschemplatz CH-4002 Basel Switzerland Only the items and portions of items that have changed materially since the filing by SBC of its original Schedule 13D with respect to the Common Stock are being amended hereby. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of December 31, 1996: (a) SBC was the beneficial owner of an aggregate of 2,256,150 shares of Common Stock, which constituted 3.14% of the outstanding shares of Common Stock based upon the most recent publicly available information regarding Genzyme. (b) SBC had shared power to vote (or to direct the vote) and shared power to dispose (or direct the disposition) of an aggregate of 2,256,150 shares. (c) Schedule B describes each of the transactions in Common Stock, and in warrants and options to purchase Common Stock, that (i) were effected since December 9, 1996, and (ii) had the net effect of reducing SBC s beneficial ownership of Common Stock to less than 5.0% of the outstanding shares thereof at December 31, 1996. All transactions in Common Stock occurred on the NASDAQ National Market System, Chicago Stock Exchange, Instinet and/or directly with buying and selling brokers. 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. SWISS BANK CORPORATION January 10, 1997 By: /s/ Mario Cueni --------------------------------- Its: Legal Advisor --------------------------------- By: /s/ Roberto Battegay ---------------------------------- Its: Legal Advisor --------------------------------- 4 SCHEDULE B ---------- COMMON STOCK PURCHASED AND SOLD SINCE DECEMBER 9, 1996 Transaction Trade Date Shares Unit Price SL 12/09/96 25,000 25.375 SL 12/09/96 25,000 25.375 BY 12/10/96 33,000 25.75 BY 12/11/96 800 24.75 SL 12/13/96 1,700 24.00 BY 12/13/96 300 24.00 BY 12/16/96 16,200 24.00 BY 12/16/96 1,700 23.50 BY 12/16/96 1,700 23.50 BY 12/16/96 1,700 23.50 BY 12/16/96 1,900 23.50 SL 12/18/96 7,000 23.50 SL 12/19/96 400 24.50 SL 12/19/96 300 24.50 BY 12/19/96 5,000 24.75 BY 12/19/96 5,100 24.75 BY 12/19/96 5,000 24.75 BY 12/19/96 4,900 24.75 SL 12/19/96 300 24.50 BY 12/20/96 700 25.375 SL 12/20/96 3,900 25.375 BY 12/20/96 6,500 25.50 BY 12/20/96 4,900 25.50 BY 12/20/96 4,800 25.50 BY 12/20/96 4,900 25.50 BY 12/20/96 4,800 25.50 SL 12/20/96 36,200 25.25 BY 12/20/96 20,000 25.25 SL 12/23/96 700 23.00 BY 12/27/96 11,500 22.375 BY 12/31/96 2,200 22.00 5 WARRANTS PURCHASED, SOLD AND EXERCISED SINCE DECEMBER 9, 1996 Transaction Trade Date Shares Unit Price BY 12/10/96 300 13.75 BY 12/10/96 500 14.5625 BY 12/10/96 10,000 14.25 BY 12/11/96 500 12.3125 BY 12/12/96 1,100 12.50 BY 12/18/96 2,000 11.00 BY 12/18/96 3,000 11.50 BY 12/18/96 2,000 11.625 BY 12/19/96 1,000 11.75 BY 12/19/96 3,000 12.00 SL 12/19/96 2,000 12.00 BY 12/19/96 1,500 12.125 BY 12/19/96 2,000 12.25 BY 12/19/96 2,400 12.00 SL 12/30/96 1,000 6.00 EXE* 12/31/96 1,186,160 6.695 -------------- * Indicates the exercise of a warrant to purchase 1,186,160 shares at an exercise price of $6.695 per share, which was then offset against a short stock position. 6 OPTIONS TO PURCHASE COMMON STOCK EXPIRING SINCE DECEMBER 9, 1996 Transaction Trade Date Options Unit Price EXP* 12/21/96 1,000 -- ------------- * Indicates the expiration of 1,000 unexercised options to purchase Common Stock. BY: Purchase SL: Sale SI: Transfer from Client SP: Received in Stock Split EXE: Exercise of a Right to Purchase EXP: Expiration of a Right to Purchase 7 -----END PRIVACY-ENHANCED MESSAGE-----