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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.3)*
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).
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CUSIP NO. G6420H146 13G PAGE ___ of ___ PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. G6420H146 13G PAGE ___ OF ___ PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY
OWNED BY
EACH 6 SHARED VOTING POWER
None
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
BD,CO
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SCHEDULE 13G
Item 1 (a) NAME OF ISSUER:
Neozyme II Corp.
Item 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One Kendall Square
Cambridge, Mass. 02139
Item 2 (a) NAMES OF PERSONS FILING:
Merrill Lynch & Co., Inc.
Merrill Lynch, pierce, Fenner & Smith Incorporated
Item 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE,
RESIDENCE:
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
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Item 2 (c) CITIZENSHIP:
See Item 4 of Cover Pages
Item 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2 (e) CUSIP NUMBER:
G6420H146
Item 3
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company, in
accordance with Section 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
(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
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Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
See Exhibit A
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
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Item 9 NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
Item 10 CERTIFICATION.
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.
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:
______________________
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 November 17, 1995, a copy of
which is attached hereto as Exhibit C.
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EXHIBIT 99.1
EXHIBIT A SCHEDULE 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
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 Section 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.
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EXHIBIT 99.2
EXHIBIT B SCHEDULE 13G
POWER OF ATTORNEY
The undersigned, Merrill Lynch & Co., ( the "Corporation") a corporation
duly organized under the laws of Delaware, with its principal place of business
at World Financial Center, North Tower, 250 Vesey Street, New York, New York
10281does 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 assisitant secretary of the
Corporation, acting severally, each of whose address is Merrill Lynch & Co.,
Inc., World Financial Center, North Tower, 250 Vesey Street, 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) and generally
to take such other actions and perform such other things necessary to effectuate
the foregoing as fully in al 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
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EXHIBIT 99.3
EXHIBIT C SCHEDULE 13G
POWER OF ATTORNEY
The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated, ( the
"Corporation") a corporation duly organized under the laws of Delaware, with
its principal place of business at World Financial Center, North Tower, 250
Vesey Street, 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
assisitant secretary of the Corporation, acting severally, each of whose address
is Merrill Lynch & Co., Inc., World Financial Center, North Tower, 250 Vesey
Street, 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) and generally to take such other actions and
perform such other things necessary to effectuate the foregoing as fully in al
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, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ David H. Komansky
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Name:David H. Komansky
Title: President and Chief Operating Officer
