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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
(AMENDMENT NO. 2)
GENZYME CORPORATION
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(NAME OF ISSUER)
NEOZYME II ACQUISITION CORP.
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(NAME OF PERSON(S) FILING STATEMENT)
CALLABLE WARRANTS 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
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(TITLE OF CLASS OF SECURITIES)
372917 138
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(CUSIP NUMBER OF CLASS OF SECURITIES)
PETER WIRTH, ESQ. MAUREEN P. MANNING, ESQ.
EXECUTIVE VICE PRESIDENT PALMER & DODGE LLP
AND CHIEF LEGAL COUNSEL ONE BEACON STREET
GENZYME CORPORATION BOSTON, MA 02108
ONE KENDALL SQUARE (617) 573-0100
CAMBRIDGE, MA 02139
(617) 252-7500
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
SEPTEMBER 27, 1996
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(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION1: $108,675,000 AMOUNT OF FILING FEE: $21,735
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/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 Filing party: Neozyme II Acquisition Corp. and Genzyme
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Corporation
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Form or registration no.: Schedule 14D-1 Date filed: September 27, 1996
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1 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.
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This Amendment No. 2 to Statement on Schedule 13E-4 ("Amendment") is
the final amendment relating to the offer by Neozyme II Acquisition Corp. (the
"Purchaser"), a British Virgin Islands ("BVI") international business company
and a wholly-owned subsidiary of Genzyme Corporation ("Genzyme"), a
Massachusetts corporation, to purchase all of the outstanding units (the
"Units"), each consisting of one share of Callable Common Stock, $1.00 par
value per share, of Neozyme II Corporation (the "Company"), a BVI international
business company, and a Callable Warrant to purchase two shares of General
Division Common Stock, $.01 par value per share, and 0.135 of a share of Tissue
Repair Division Common Stock, $.01 par value per share, of Genzyme 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 (the "Letter of Transmittal" which, together with the
Offer to Purchase, as each may be amended or supplemented, constitute the
"Offer"). The Offer to Purchase and Letter of Transmittal were filed as
Exhibits (a)(1) and (a)(2), respectively, to the Statement on Schedule 13E-4
originally filed with the Securities and Exchange Commission on September 27,
1996. This Amendment is being filed in accordance with Rule 13e-4(c)(3) under
the Securities Exchange Act of 1934, as amended.
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ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 4 is hereby amended by adding the following:
The Offer expired at 5:00 p.m., New York City time, on Monday, October
28, 1996. The Purchaser accepted for payment all of the 2,385,561 Units
(including 673,153 Units subject to guarantees of delivery) that were validly
tendered and not properly withdrawn pursuant to the Offer. The number of Units
accepted for payment by the Purchaser pursuant to the Offer equals
approximately 98.8% of the outstanding Units.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) - Offer to Purchase dated September 27, 1996. *
(a)(2) - Letter of Transmittal. Filed as Exhibit (a)(2) to the Schedule
14D-1 filed by Genzyme Corporation and Neozyme II Acquisition
Corp. on September 27, 1996 and incorporated herein by
reference.
(a)(3) - Notice of Guaranteed Delivery. Filed as Exhibit (a)(3) to the
Schedule 14D-1 filed by Genzyme Corporation and Neozyme II
Acquisition Corp. on September 27, 1996 and incorporated
herein by reference.
(a)(4) - Letter from Robertson, Stephens & Company, L.P. to Brokers,
Dealers, Banks, Trust Companies and Other Nominees. Filed as
Exhibit (a)(4) to the Schedule 14D-1 filed by Genzyme Corporation
and Neozyme II Acquisition Corp. on September 27, 1996 and
incorporated herein by reference.
(a)(5) - Letter to Clients for Use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees. Filed as Exhibit (a)(5) to the
Schedule 14D-1 filed by Genzyme Corporation and Neozyme II
Acquisition Corp. on September 27, 1996 and incorporated
herein by reference.
(a)(6) - Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. Filed as Exhibit (a)(6) to the Schedule
14D-1 filed by Genzyme
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Corporation and Neozyme II Acquisition Corp. on September 27,
1996 and incorporated herein by reference.
(a)(7) - Press Release of Genzyme Corporation dated September 6, 1996.
Filed as Exhibit G to Amendment No. 1 to the Schedule 13D filed
by Genzyme Corporation on September 6, 1996 and incorporated
herein by reference.
(a)(8) - Press Release of Genzyme Corporation dated September 23, 1996.
Filed as Exhibit B to Amendment No. 2 to the Schedule 13D filed
by Genzyme Corporation on September 24, 1996 and incorporated
herein by reference.
(a)(9) - Summary Advertisement dated September 27, 1996. Filed as Exhibit
(a)(10) to the Schedule 14D-1 filed by Genzyme Corporation and
Neozyme II Acquisition Corp. on September 27, 1996 and
incorporated herein by reference.
(a)(10) - Press release of Genzyme Corporation dated September 27, 1996.
Filed as Exhibit (a)(9) to the Schedule 14D-1 filed by Genzyme
Corporation and Neozyme II Acquisition Corp. on September 27,
1996 and incorporated herein by reference.
(a)(11) - Press Release of Genzyme Corporation dated October 29, 1996.
Filed as Exhibit (a)(11) to Amendment No. 2 to Schedule 14D-1
filed by Genzyme Corporation and Neozyme II Acquisition Corp. on
October 29, 1996 and incorporated herein by reference.
(b) - Not applicable.
(c)(1) - Purchase Agreement dated as of September 20, 1996 by and among
Genzyme Corporation, Neozyme II Acquisition Corp. and Neozyme II
Corporation. *
(c)(2) - Technology License Agreement dated April 28, 1992 between Genzyme
Corporation and Neozyme II Corporation. Filed as Exhibit 28.7 to
the Genzyme Corporation Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992 and incorporated herein by
reference.
(c)(3) - Research and Development Agreement dated as of April 28, 1992
between Genzyme Corporation and Neozyme II Corporation. Filed as
Exhibit 28.8 to the Genzyme Corporation Quarterly Report on Form
10-Q for the quarter ended March 31, 1992 and incorporated herein
by reference.
(c)(4) - Purchase Option Agreement dated April 28, 1992 between Genzyme
Corporation and certain other parties named therein. Filed as
Exhibit 28.9 to the Genzyme Corporation Quarterly Report on Form
10-Q for the quarter ended March 31, 1992 and incorporated herein
by reference.
(c)(5) - Administrative Agreement dated April 28, 1992 between Genzyme
Corporation and Neozyme II Corporation. Filed as Exhibit 28.10 to
the Genzyme Corporation Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992 and incorporated herein by
reference.
(c)(6) - Series 1992 Note of Neozyme II Corporation dated April 28, 1992.
Filed as Exhibit 28.11 to the Genzyme Corporation Quarterly
Report on Form 10-Q for the quarter ended March 31, 1992 and
incorporated herein by reference.
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(c)(7) - Services Agreement dated April 28, 1992 between Genzyme
Corporation and Neozyme II Corporation. Filed as Exhibit 10.5 to
the Genzyme Corporation Annual Report on Form 10-K for the year
ended December 31, 1993 and incorporated herein by reference.
(c)(8) - Amendment No. 1 dated as of August 11, 1993 to Technology License
Agreement and Research and Development Agreement between Neozyme
II Corporation and Genzyme Corporation. Filed as Exhibit 10.42 to
the Genzyme Corporation Annual Report on Form 10-K for the year
ended December 31, 1993 and incorporated herein by reference.
(c)(9) - License and Development Agreement dated as of August 11, 1993
between Genzyme Corporation and Univax Biologics, Inc. Filed as
Exhibit 10.19 to the Form 10-Q of Univax Biologics, Inc. for the
quarter ended September 30, 1993 (File No. 0-19748) and
incorporated herein by reference. Confidential treatment has
been granted for the deleted portions of this Exhibit.
(d) - Not applicable.
(e) - Not applicable.
(f) - Not applicable.
(g)(1) - Audited financial statements (and related notes) for Genzyme
Corporation, Genzyme General Division and Genzyme Tissue Repair
Division as of December 31, 1994 and 1995 and for the years
ended December 31, 1993, 1994 and 1995, and unaudited financial
statements (and related notes) for Genzyme Corporation, Genzyme
General Division and Genzyme Tissue Repair Division as of June
30, 1996 and for the six months ended June 30, 1995 and 1996. *
(g)(2) - Pro forma financial statements (and related notes) for Genzyme
Corporation and Genzyme General Division as of June 30, 1996 and
for the year ended December 31, 1995 and for the six months
ended June 30, 1996. *
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* Previously filed.
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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.
October 29, 1996 By: /s/ Peter Wirth
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Peter Wirth, Secretary
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