SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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Enzo Biochem, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
294100102
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(CUSIP Number)
Nadine Shaoul, D.H. Blair Investment Banking Corp.
44 Wall Street, New York, NY 10005 (212) 495-4163
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 1996
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(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 this statement [ ].(A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.
*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 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).
Page 1 of 9 pages
Exhibit Index - Page 6
<PAGE>
CUSIP No. 294100102 13D Page 2 of 9 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Morton Davis
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
See Item #3 herein.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,503,325
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,503,325
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,627,380
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 294100102 13D Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.H. Blair Holdings, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
See Item #3 herein.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 294100102 13D Page 4 of 9 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.H. Blair Investment Banking Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
See Item #3 herein.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,117,765
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,117,765
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,117,765
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 5 of 9 Pages
J. Morton Davis, D.H. Blair Holdings, Inc. ("Blair Holdings"),
and D.H. Blair Investment Banking Corp. ("Blair Investment"),
(collectively, the "Reporting Parties") hereby amend the following
items in their statement on Schedule 13D relating to the common stock,
$.01 par value ("shares") of Enzo Biochem, Inc. (the "Issuer") as
follows:
Item 2. (c) is hereby amended in its entirety as follows:
Mr. Davis is an investment banker and sole shareholder of Blair
Investment (1), a broker-dealer registered under the Securities
Exchange Act of 1934. Prior to May 1, 1996, Blair Holdings (2) was
solely owned by Mr. Davis, and Blair Investment was a wholly-owned
subsidiary of Blair Holdings. As of May 1, 1996, Blair Holdings merged
into Blair Investment, with Blair Investment being the surviving
corporation.
Item 3. (a) is hereby amended in its entirety as follows:
This Statement relates to the purchase of 1,102,465 shares by
Blair Investment with its general funds for a total purchase price
of approximately $5,707,670. Rosalind Davidowitz (3) used her
personal funds to purchase 82,265 shares for a total purchase price
of approximately $1,347,561.00, and Rivkalex Corporation (3) used
its general funds to purchase 41,790 shares for an approximate
purchase price of $331,612.00. Engex, Inc. (4) used its general
funds to purchase 385,560 shares for an approximate total purchase
price of $3,041,243.00.
Item 4. is hereby partially amended by deleting the first sentence and
and substituting the following sentence therein:
This Amendment is filed solely to report that Blair Holdings has
ceased to be a beneficial owner of more than five percent of the
Issuer's securities as a result of its merger into its subsidiary,
Blair Investment.
__________________________________________________________________________
(1) See attached Exhibit B indicating the executive officers and directors
of Blair Investment and providing information called for by Items 2-6 of this
Schedule 13D.
(2) See attached Exhibit C indicating the executive officers and directors
of Blair Holdings and providing information called for by Items 2-6 of this
Schedule 13D.
(3) Rivkalex Corporation ("Rivkalex") is a private corporation owned by Mr.
Davis' wife, Rosalind Davidowitz. Filing of this statement shall not be deemed
an admission by J. Morton Davis that he beneficially owns the securities
attributed to Rivkalex or Rosalind Davidowitz for any purpose. J. Morton Davis
expressly disclaims beneficial ownership of all securities held by Rivkalex or
Rosalind Davidowitz for any purpose.
(4) Engex, Inc. ("Engex") is an investment company registered under Section 8
of the Investment Company Act. Mr. Davis is reporting as a beneficial owner
of the securities owned by Engex because of his role as investment advisor to
Engex. Filing of this statement shall not be deemed an admission by J. Morton
Davis that he beneficially owns the securities attributed to Engex for any
purpose. J. Morton Davis expressly disclaims beneficial ownership of all
securities held by Engex for any purpose.
<PAGE>
Page 6 of 9 pages
Item 5. (a) is hereby amended in its entirety as follows:
As of May 1, 1996, Mr. Davis may be deemed to beneficially own (5)
1,627,380 shares or 7.6% of the Issuer's shares issued and
outstanding as follows: (i) 1,102,465 shares, and warrants to
purchase 15,300 shares until June 26, 1996, owned directly by Blair
Investment, (ii) 385,560 shares owned by Engex, Inc., (iii) 82,265
shares owned by Rosalind Davidowitz, and (iv) 41,790 shares owned
by Rivkalex Corporation.
As of May 1, 1996, Blair Holdings does not beneficially own any
of the Issuer's shares, and Blair Investment may be deemed to
beneficially own 1,117,765 shares or 5.2% of the Issuer's shares
issued and outstanding as indicated in (i) above.
Item 5. (b) is hereby amended in its entirety as follows:
Mr. Davis has sole power to vote or to direct the vote, to
dispose or to direct the disposition of those shares owned by Blair
Investment. Rosalind Davidowitz has sole power to dispose or to direct
the disposition of those shares owned directly by her and those owned
by Rivkalex Corporation. Voting and dispositive decisions regarding
shares owned by Engex are made by Mr. Davis as Chairman of the Board.
Item 5. (c) is hereby amended by adding the following paragraphs thereto:
In the sixty days prior to May 1, 1996, the following
transaction occurred: on March 6, 1996, Engex purchased 5,400
shares in the open-market at $15.72 per share.
As of May 1, 1996, Blair Holdings was merged into its
subsidiary, Blair Investment, and is no longer in existence.
No other transactions were made by the Reporting Parties in the
previous sixty days.
Item 5. (e) is hereby amended by adding the following paragraph thereto:
On May 1, 1996, Blair Holdings ceased to be a beneficial owner of
more than five percent of the Issuer's securities.
Exhibit B - Exhibit B is hereby amended in its entirety and attached hereto.
Exhibit C - Exhibit C is hereby amended in its entirety and attached hereto.
____________________________________________________________________________
(5) Not included herein are 51,345 shares owned by Kinder Investments, L.P.
("Kinder"). Kenton E. Wood, the general partner of Kinder, is the Chairman
and Chief Executive Officer of D.H. Blair & Co., Inc. ("Blair") and a stock-
holder and Director of Blair. Certain limited partners of Kinder are
stockholders of Blair. The limited partners of Kinder are the children and
grandchildren of Mr. Davis. Blair Investment, Blair Holdings, and Mr. Davis
disclaim for purposes of Section 13 or otherwise beneficial ownership of any
Enzo Biochem, Inc. shares owned by Kinder, Blair, or Mr. Wood.
Kinder disclaims for purposes of Section 13 or otherwise ownership of any
Enzo Biochem, Inc. shares owned by Blair, Blair Investment, Blair Holdings,
or Mr. Davis.
<PAGE>
Page 7 of 9 pages
SIGNATURES
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.
/s/ J. Morton Davis
Date: May 6, 1996 _____________________________
New York, New York J. Morton Davis
D.H. BLAIR HOLDINGS, INC.
/s/ David Nachamie
Date: May 6, 1996 by_____________________________
New York, New York David Nachamie
Treasurer
D.H. BLAIR INVESTMENT BANKING CORP.
/s/ David Nachamie
Date: May 6, 1996 by_____________________________
New York, New York David Nachamie
Treasurer
Page 8 of 9 pages
EXHIBIT B
The name and principal occupation or employment, which in each instance is
with D.H. Blair Investment Banking Corp. ("Blair Investment") located at 44
Wall Street, New York, New York, 10005, of each executive officer and director
of Blair Investment is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Davis, Joseph Morton President,
Chief Executive Officer, Director,
Chairman of the Board
Nachamie, David Treasurer
Bell, Martin A. Vice Chairman,
General Counsel
Wasserman, Brian A. Senior Vice President,
Chief Financial Officer
Item 2.
During the last five years, none of the above persons (to the best of
Blair Investments' knowledge) was convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result or 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.
Item 3. - 6. herein are amended by adding the following paragraphs thereto:
See Mr. Davis' responses herein.
As of May 1, 1996, Mr. Nachamie may be deemed to be the beneficial owner of
18,910 shares as follows; (i) 15,120 shares owned directly by him, and (ii)
3,790 shares owned jointly with his wife, Evelyn Nachamie. Mr. Nachamie
disclaims beneficial ownership of the securities owned by his wife for any
purpose. He owns these securities for investment purposes only, and has sole
voting and dispositive control over any securities owned by him.
Mr. Wasserman and Mr. Bell do not beneficially own any of the Issuer's
shares.
Page 9 of 9 pages
EXHIBIT C
The name and principal occupation or employment, which in each instance is
with D.H. Blair Holdings, Inc. ("Blair Holdings") located at 44 Wall Street, New
York, New York, 10005, of each executive officer and director of Blair
Investment is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Davis, Joseph Morton President,
Chief Executive Officer, Director,
Chairman of the Board
Nachamie, David Treasurer
Bell, Martin A. Vice Chairman,
General Counsel
Wasserman, Brian A. Senior Vice President,
Chief Financial Officer
Item 2.
During the last five years, none of the above persons (to the best of
Blair Investments' knowledge) was convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result or 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.
Item 3. - 6. herein are amended by adding the following paragraphs thereto:
See Mr. Davis' responses herein.
As of May 1, 1996, Mr. Nachamie may be deemed to be the beneficial owner of
18,910 shares as follows; (i) 15,120 shares owned directly by him, and (ii)
3,790 shares owned jointly with his wife, Evelyn Nachamie. Mr. Nachamie
disclaims beneficial ownership of the securities owned by his wife for any
purpose. He owns these securities for investment purposes only, and has sole
voting and dispositive control over any securities owned by him.
Mr. Wasserman and Mr. Bell do not beneficially own any of the Issuer's
shares.
