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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)
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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)
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CALCULATION OF FILING FEE
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Transaction Valuation*: $108,675,000 Amount of Filing Fee: $21,735
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* 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.
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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
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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.
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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.
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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
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Peter Wirth
Secretary
GENZYME CORPORATION
By: /s/ Peter Wirth
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Peter Wirth
Executive Vice President, Legal
Affairs and Chief Legal Counsel
Dated: October 28, 1996
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