NEW YORK LIFE INSURANCE CO
SC 13G, 1997-04-07
Previous: NEW MEXICO & ARIZONA LAND CO, DEF 14A, 1997-04-07
Next: NEW YORK TIMES CO, DEF 14A, 1997-04-07





            
                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                            SCHEDULE 13G

             Under the Securities Exchange Act of 1934
                         (Amendment No. 1 )*

               Glyko Biomedical, Ltd. (the "Issuer")
                          (Name of Issuer)

                            Common Stock
                   (Title of Class of Securities)

                             379904 10 5
                           (CUSIP Number)


Check the following box if a fee is being paid with the 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.).

*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
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange 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>



                              SCHEDULE 13G

 ----------------------------------------
         CUSIP No. 379904 10 5
 ----------------------------------------
                                            ------------------------------------
                                                         Page 2 of 6 Pages
                                            ------------------------------------

   ------ ----------------------------------------------------------------------
     1    NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          New York Life Insurance Company

   ------ ----------------------------------------------------------------------
     2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)
                                                               (b) X
   ------ ----------------------------------------------------------------------
     3    SEC USE ONLY

   ------ ----------------------------------------------------------------------
     4    CITIZENSHIP OR PLACE OF ORGANIZATION
          New York

   ------ ----------------------------------------------------------------------
      NUMBER OF         5     SOLE VOTING POWER
        SHARES                4,528,750 shares as of June 7, 1996, including
                              2,092,500 shares of Common Stock
     BENEFICIALLY             issuable upon presently exercisable warrants
       OWNED BY              (See Item 4(c) herein)
         EACH
      REPORTING
        PERSON
         WITH
                     -------- --------------------------------------------------
                        6     SHARED VOTING POWER
                              0 (See Item 4(c) herein)

                     -------- --------------------------------------------------
                        7     SOLE DISPOSITIVE POWER
                              4,528,750  shares  as of June 7,  1996,  including
                              2,092,500  shares of Common  Stock  issuable  upon
                              presently exercisable warrants
                              (See Item 4(c) herein)

                     -------- --------------------------------------------------
                        8     SHARED DISPOSITIVE POWER
                              0 (See Item 4(c) herein)

   ----------------- -------- --------------------------------------------------
   9     AGGREGATE AMOUNT  BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,528,750
         shares of Common  Stock,  including  2,092,500  shares of Common  Stock
         issuable upon presently exercisable Warrants (See Item 4(c).

 ------- -----------------------------------------------------------------------
   10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 ------- -----------------------------------------------------------------------
   11          PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (9)  26.5%,
               including   2,092,500   shares  of  Common  Stock  issuable  upon
               presently exercisable warrants

 ------- -----------------------------------------------------------------------
   12    TYPE OF REPORTING PERSON*
         IC, IA
 ------- -----------------------------------------------------------------------


<PAGE>



Item 1.

     (a)  Name of the Issuer:      Glyko Biomedical, Ltd. (the "Issuer")

     (b)  Address of the Issuer:   11 Pimentel Court, Novato, CA 94949

Item 2.

     (a)  Name of the Person Filing:   New York Life Insurance Company

     (b)  Address of the Principal Office:  New York Life Insurance Company
                                            51 Madison Avenue
                                            New York, NY 10010-1603


     ( c) Citizenship:     Not Applicable: The Reporting Person is
                            a New York Corporation

      (d) Title of Class of Securities:       Glyko Biomedical Ltd. Common Stock
                                              ("Common Stock" or "Shares")
                                               and presently exercisable
                                               Warrants to purchase
                                               such shares ("Warrants")

      (e) CUSIP Number:    379904 10 5

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-29b),
           check whether the person filing is a:

     (a)   Broker or Dealer registered under Section 15 of the Act

     (b)   Bank as defined in Section 3(a)(6) of the Act

    ( c) X Insurance Company as defined in section 3(a)(19) of the Act

     (d)   Investment Company registered under section 8 of the Investment
            Company Act

     (e) X Investment Advisor registered under section 203 of the Investment
            Advisors Act of 1940

     (f)   Employment  Benefit  Plan,  Pension  Fund  which  is  subject  to 
            the provisions of the Employee  Retirement  Income Security Act of 
            1974 or Endowment Fund; see Sec.240.13d-1-(b)(1)(ii)(F)

     (g)   Parent Holding Company, in accordance with Sec.240.13d-1(b)(ii)(G)

     (h)   Group, in accordance with Sec.240.13d-1(b)(1)(ii)(H)

                               Page 3 of 6
<PAGE>



Item 4.  Ownership

         a. Amount Beneficially Owned

                  At June 7, 1996 , the  Reporting  Person may be deemed to have
          beneficially  owned an aggregate of 4,528,750  shares of Common Stock,
          which  consist  of (i)  2,436,250  shares  of Common  Stock,  and (ii)
          2,092,500  shares of Common Stock issuable upon presently  exercisable
          warrants (the "Warrants"). All securities as being deemed owned by the
          Reporting  person were purchased as follows:  (a) 1,748,750  shares of
          Issuer's  Common  Stock  (No  Par  Value)  and  Warrants  for  another
          1,748,750  Common  Shares were  acquired  from the Issuer in the first
          private  placement  investment  April 3, 1995,  and (b) 687,500 Common
          Shares and Warrants for 343,750  additional  Shares were acquired from
          the Issuer June 7, 1996 in the second private placement investment, as
          now reported by this Amendment No. 1 to Schedule 13G of 1995.

         b. Percent of class

                  At June 7, 1996,  the  Reporting  person may be deemed to have
          beneficially  owned  approximately  26.5% of the outstanding shares of
          Common Stock (including 2,092,500 shares of Common Stock issuable upon
          presently exercisable warrants).  This percentage was calculated based
          upon 14,567,944  shares of Common Stock outstanding as reported in the
          Issuer's  Annual Report on Form 10-KSB for the year ended December 31,
          1995 as being  outstanding as of February 28, 1995, plus (2) 2,500,000
          shares  of  Common  Stock  sold  by the  Issuer  pursuant  to  private
          placements on June 7, 1996.

         c.   Power to vote or direct the vote and dispose or direct the
               disposition of securities

                  At June 7, 1996,  (i)  Reporting  Person had the sole power to
          vote or direct  the vote of,  and the sole  power to dispose or direct
          the  disposition  of, all  2,436,750  shares of Common Stock  reported
          herein to be beneficially  owned by the Reporting Person, and (ii) the
          Reporting  Person would also have the sole power to vote or direct the
          vote of, and the sole power to  dispose or direct the  disposition  of
          all 2,092,500 shares of Common Stock underlying the Warrants, when, as
          and if it elected to exercise such  Warrants,  altogether  aggregating
          (with its present direct  2,436,750 share holdings)  4,520,750  Common
          Shares,  or  approximately  26.5%  as of June  7,  1996,  computed  as
          aforesaid.  The Reporting Person has no present intent to exercise its
          voting power in a manner  which would change or influence  the control
          of  the  Issuer.  In  addition,  the  Reporting  Person  has  made  an
          undertaking  to The Toronto  Stock  Exchange  not to sell or otherwise
          dispose of any of the securities acquired from the Issuer June 7, 1996
          reported  on herein  for a period of six  months  from June 7, 1996 or
          such period as is prescribed by the applicable securities legislation,
          whichever is longer,  without the prior  consent of The Toronto  Stock
          Exchange or any other regulatory body having jurisdiction.

                           Note:   Reporting  Person  New  York  Life  Insurance
                  Company made its first  investment in the Issuer April 3, 1995
                  by the private placement purchase from the Issuer of 1,748,750
                  Shares of Common Stock of Glyko Biomedical Ltd.,  representing
                  approximately  12.0% of the issued and outstanding Shares, and
                  exercisable Warrants for an additional 1,748,750 Common Shares
                  ( which when,  as and if  exercised,  would  increase the 1995
                  investment to 3,497,500 Common Shares, or approximately
                  22 1/2% of those outstanding as of April 3, 1995).

                                   Page 4 of 6
<PAGE>

Item 5.  Ownership of Five percent or less of a Class
                      Not Applicable

Item 6.  Ownership of Five percent or less of a Class
                      Not Applicable

Item 7. Identification and Classification of the Subsidiary which Acquired the
           Security being Reported on By the Parent Holding Company
                      Not Applicable

Item 8.  Identification and Classification of Members of the Group
                      Not Applicable

Item 9.  Notice of Dissolution of Group
                      Not Applicable

Item 10. Certification

          The  following  certification  shall be included if the  statement  is
          filed pursuant to Rule  13d-1(b):  

          By signing below I certify that, to the best of 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.

          The  undersigned  hereby further  certifies that the Reporting  Person
          acquired  the above  described  Warrants  from the  Issuer as  private
          placement  investment and not for any disposition in  contravention of
          applicable  securities  laws,  with  no  present  intention,  plan  or
          agreement  providing  for their  exercise  in  reasonably  foreseeable
          contemporary  circumstances,  provided  that  the  disposition  of its
          property  remain  the  responsibility  of its  Board of  Directors  in
          accordance  with  Section  1411(b) of the New York  Insurance  Law, as
          amended and in effect from time to time hereafter.

                                  Page 5 of 6

<PAGE>



                                    SIGNATURE


         After reasonable  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.




                                    Date:  July 25, 1996

                                    New York Life Insurance Company

                                    

                                    /s/ John L. Mattana
                                    ------------------------------------------
                                    John L. Mattana, Investment Vice President


                                Page 6 of 6


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission