-----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, PkuxlxWSDN1S78Ca2uGOVfQZTteFpDDLyxXvpaGnHmOULzYaGx0yiC4m3QQ4HSmZ sUzjtH6hmMaFC7r39EMkOw== 0000950135-96-004531.txt : 19961029 0000950135-96-004531.hdr.sgml : 19961029 ACCESSION NUMBER: 0000950135-96-004531 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961028 SROS: NASD GROUP MEMBERS: GENZYME CORP GROUP MEMBERS: NEOZYME II ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEOZYME II CORP CENTRAL INDEX KEY: 0000884392 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42416 FILM NUMBER: 96648410 BUSINESS ADDRESS: STREET 1: TODMAN BLDG MAIN ST ROAD TOWN CITY: TORTOLA BRITISH VIRG STATE: D8 BUSINESS PHONE: 8094942065 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE CITY: BRIDGE STATE: MA ZIP: 02139 FILED BY: 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 14D1/A 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 SC 14D1/A 1 NEOZYME II SCHEDULE 14D-1, AMENDMENT #1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NEOZYME II CORPORATION (NAME OF SUBJECT COMPANY) NEOZYME II ACQUISITION CORP. GENZYME CORPORATION (BIDDERS) UNITS, EACH CONSISTING OF ONE SHARE OF CALLABLE COMMON STOCK, $1.00 PAR VALUE, OF NEOZYME II CORPORATION AND ONE CALLABLE WARRANT TO PURCHASE TWO SHARES OF GENERAL DIVISION COMMON STOCK, $.01 PAR VALUE, AND 0.135 SHARE OF TISSUE REPAIR DIVISION COMMON STOCK, $.01 PAR VALUE, OF GENZYME CORPORATION (TITLE OF CLASS OF SECURITIES) G6420H146 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ PETER WIRTH, ESQ. EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL GENZYME CORPORATION ONE KENDALL SQUARE CAMBRIDGE, MA 02139 (617) 252-7500 WITH A COPY TO: MAUREEN P. MANNING, ESQ. PALMER & DODGE LLP ONE BEACON STREET BOSTON, MA 02108 (617) 573-0100 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) ------------------------ CALCULATION OF FILING FEE - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- Transaction Valuation*: $108,675,000 Amount of Filing Fee: $21,735 - --------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------
* For purposes of calculating fee only. This amount is based upon (a) 2,415,000 Units of Neozyme II Corporation (the "Units"), outstanding as of September 27, 1996 and (b) the price offered per Unit ($45.00). The amount of the filing fee, calculated in accordance with Regulation 240.0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the Units to be purchased. /X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $21,735 Form or Registration No.: Schedule 14D-1 Filing Party: Neozyme II Acquisition Corp. Genzyme Corporation Date Filed: September 27, 1996
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 1 to Tender Offer Statement on Schedule 14D-1 ("Amendment") relates to the offer by Neozyme II Acquisition Corp., a British Virgin Islands ("BVI") international business company (the "Purchaser") and a wholly-owned subsidiary of Genzyme Corporation, a Massachusetts corporation ("Genzyme"), to purchase all of the outstanding units, each consisting of one share of Callable Common Stock, $1.00 par value, of Neozyme II Corporation, a BVI international business company (the "Company"), and one Callable Warrant to purchase two shares of General Division Common Stock, $.01 par value, and 0.135 share of Tissue Repair Division Common Stock, $.01 par value, of Genzyme (the "Units") at a purchase price of $45.00 per Unit, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 27, 1996 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), copies of which were attached as Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed with the Securities and Exchange Commission on September 27, 1996. 2 3 ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. The response to Item 3 is hereby amended by adding the following information regarding the background of the transaction: In connection with negotiations of the price to be paid for the Shares in the Second Step Transaction, Mr. McLachlan and other representatives of Genzyme met on September 17, 1996 with representatives of Robertson, Stephens & Company to review the valuation analysis performed by Robertson, Stephens & Company and to discuss possible ranges of value for Neozyme II and the Callable Warrants. Following these discussions, Genzyme determined to make a proposal to pay $29.00 per Share in cash in the Second Step Transaction. At Mr. McLachlan's request, representatives of Robertson, Stephens & Company communicated this proposal to representatives of Hambrecht & Quist, who indicated on a preliminary basis, subject to review of the proposal with the Special Committee, that they believed the proposal would be acceptable. As described more fully in the Offer to Purchase, on September 20, 1996, the Special Committee unanimously determined that the Offer and the Second Step Transaction were fair to, and in the best interests of, the Holders and recommended that the Neozyme II Board of Directors approve the Offer and the Second Step Transaction. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. The response to Item 7 is hereby amended by adding the information set forth under Item 3 of this Amendment. 3 4 SIGNATURE After due 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. NEOZYME II ACQUISITION CORP. By: /s/ Peter Wirth -------------------------------- Peter Wirth Secretary GENZYME CORPORATION By: /s/ Peter Wirth -------------------------------- Peter Wirth Executive Vice President, Legal Affairs and Chief Legal Counsel Dated: October 28, 1996 4 -----END PRIVACY-ENHANCED MESSAGE-----