UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.__2_____)*
NEOZYME II CORP.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
G6420H146
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing 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).
*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
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CUSIP NO. G6420H146 13G PAGE 2 of 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
None
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NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 142,000
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
None
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8 SHARED DISPOSITIVE POWER
142,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
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12 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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3
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CUSIP NO. G6420H146 13G 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
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
None
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NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 142,000
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
None
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8 SHARED DISPOSITIVE POWER
142,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
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12 TYPE OF REPORTING PERSON*
BD, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
Item 1 (a) Name of Issuer:
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Neozyme II Corp.
Item 1 (b) Address of Issuer's Principal Executive Offices:
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One Kendall Square
Cambridge, Mass. 02139
Item 2 (a) Names of Persons Filing:
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Merrill Lynch & Co., Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Item 2 (b) Address of Principal Business Office, or, if None, Residence:
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Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
PAGE 4 of 9 PAGES
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Item 2 (c) Citizenship:
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See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
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Common Stock
Item 2 (e) CUSIP Number:
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G6420H146
Item 3
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company, in
accordance with Sec.240.13d-1(b)(ii)(G). Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S") is a broker-dealer registered under Section 15 of
the Securities Exchange Act of 1934.
Item 4 Ownership
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(a) Amount Beneficially Owned:
See Item 9 of Cover Pages
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
Item 5 Ownership of Five Percent or Less of a Class.
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Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired
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the Security Being Reported on by the Parent Holding Company.
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See Exhibit A
Item 8 Identification and Classification of Members of the Group.
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Not Applicable
PAGE 5 of 9 PAGES
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Item 9 Notice of Dissolution of Group.
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Not Applicable
Item 10 Certification.
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By signing below each of the undersigned certifies that, to the best
of their knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such purposes
or effect.
Signature.
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After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Merrill Lynch & Co., Inc.
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Date:
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Signature:
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Name: Richard B. Alsop
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Title: Attorney-in-Fact*
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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Date:
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Signature:
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Name: Richard B. Alsop
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Title: Attorney-in-Fact**
* Executed pursuant to a Power of Attorney dated November 17, 1995, a copy of
which is attached hereto as Exhibit B.
** Executed pursuant to a Power of Attorney dated January 12, 1996, a copy of
which is attached hereto as Exhibit C.
PAGE 6 of 9 PAGES
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EXHIBIT A SCHEDULE 13G
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ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
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One of the persons filing this report, Merrill Lynch & Co., Inc., is a
Delaware corporation with its principal place of business at World
Financial Center, North Tower, 250 Vesey Street, New York, New York
("ML&Co."), and is a parent holding company pursuant to Sec.240. 13d-
1(b)(1)(ii)(G). The relevant subsidiary of ML&Co. is Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("MLPF&S"), a Delaware corporation with
its principal place of business at World Financial Center, North Tower, 250
Vesey Street, New York, New York. MLPF&S is a wholly-owned direct
subsidiary of ML&Co. and a broker-dealer registered pursuant to the
Securities Exchange Act of 1934. MLPF&S is the beneficial owner of 6.9% of
the common stock of Neozyme II Corp. by virtue of holding such securities in
a proprietary account.
PAGE 7 of 9 PAGES
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EXHIBIT B SCHEDULE 13G
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POWER OF ATTORNEY
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The undersigned, Merrill Lynch & Co., Inc. (the "Corporation") a
corporation duly organized under the laws of the State of Delaware, with its
principal place of business at World Financial Center, North Tower, New York,
New York 10281 does hereby make, constitute and appoint Richard B. Alsop,
Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other
individual from time to time elected or appointed as secretary or an
assistant secretary of the Corporation, acting severally, each of whose
address is Merrill Lynch & Co., Inc., World Financial Center, North Tower, New
York, New York 10281, as its true and lawful attorneys-in-fact, for it and in
its name, place and stead (i) to execute on behalf of the Corporation and
cause to be filed and/or delivered, as required under Section 13(d) of the
Securities Exchange Act of 1934 (the "Act") and the regulations thereunder,
any number, as appropriate, of original, copies, or electronic filings of the
Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial
Ownership Reports (together with any amendments and joint filing agreements
under Rule 13d-1(f) (1) of the Act, as may be required thereto) to be filed
and/or delivered with respect to any equity security (as defined in Rule
13d-1(d) under the Act) beneficially owned by the undersigned and which must
be reported by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, (ii) to execute on behalf of the Corporation and cause
to be filed and/or delivered, any number, as appropriate, of original copies
or electronic filings of any forms (including, without limitation, Securities
and Exchange Commission Forms 3, 4 and 5) required to be filed pursuant to
Section 16(a) of the Act and the regulations thereunder, and (iii) generally
to take such other actions and perform such other things necessary to
effectuate the foregoing as fully in all respects as if the undersigned could
do if personally present. This Power of Attorney shall remain in effect until
revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney, this 17th day of November, 1995.
MERRILL LYNCH & Co., Inc.
By: /s/ David H. Komansky
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Name: David H. Komansky
Title: President and Chief Operating Officer
PAGE 8 of 9 PAGES
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EXHIBIT C SCHEDULE 13G
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POWER OF ATTORNEY
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The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated, (the
"Corporation") a corporation duly organized under the laws of the State of
Delaware, with its principal place of business at World Financial Center,
North Tower, New York, New York 10281 does hereby make, constitute and appoint
Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo,
Katherine H. Zrike or any other individual from time to time elected or
appointed as secretary or an assistant secretary of the Corporation, acting
severally, each of whose address is Merrill Lynch & Co., Inc., World Financial
Center, North Tower, New York, New York 10281, as its true and lawful
attorneys-in-fact, for it and in its name, place and stead (i) to execute on
behalf of the Corporation and cause to be filed and/or delivered, as required
under Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the
regulations thereunder, any number, as appropriate, of original copies, or
electronic filings of Securities and Exchange Commission Schedule 13D or
Schedule 13G Beneficial Ownership Reports (together with any amendments and
joint filing agreements under Rule 13d-1(f) (1) of the Act, as may be required
thereto) to be filed and/or delivered with respect to any equity security (as
defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned
and which must be reported by the undersigned pursuant to Section 13(d) of the
Act and the regulations thereunder, (ii) to execute on behalf of the
Corporation and cause to be filed and/or delivered, as required under Section
13(f) of the Act and the regulations thereunder, any number, as appropriate,
of original copies or electronic filings of Securities and Exchange Commission
Schedule 13F Reports of Institutional Investment Managers (together with any
amendments thereto), (iii) to execute on behalf of the Corporation and cause
to be filed and/or delivered, any number, as appropriate, of original copies
or electronic filings of any forms (including, without limitation, Securities
and Exchange Commission Forms 3, 4 and 5) required to be filed pursuant to
Section 16(a) of the Act and the regulations thereunder and (iv) generally to
take such other actions and perform such other things necessary to effectuate
the foregoing as fully in all respects as if the undersigned could do if
personally present. This Power of Attorney shall remain in effect until
revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney, this 12th day of January, 1996.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Rosemary T. Berkery
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Name: Rosemary T. Berkery
Title: Senior Vice President
PAGE 9 of 9 PAGES
