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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Amendment No.2
Under the Securities Exchange Act of 1934
Neozyme II Corp.
----------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
G6420H112001
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
(__)
The information required in the remainder of this cover page (except
any items to which the form provides a cross- reference) shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
(the "Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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- - - -------------------------------------------------------------------------------
CUSIP No.
G6420H112001
- - - -------------------------------------------------------------------------------
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
- - - -------------------------------------------------------------------------------
2) Check the Appropriate box if a Member of a Group
(a) (_X_) Sole
(b) (___) Joint Filing
- - - -------------------------------------------------------------------------------
3) SEC Use Only
- - - -------------------------------------------------------------------------------
4) Citizenship or Place of Organization
Delaware
- - - -------------------------------------------------------------------------------
Number of Shares Beneficially
Owned by Each Reporting Person With: 5) Sole Voting Power
425,134
6) Shared Voting Power
0
7) Sole Dispositive Power
425,134
8) Shared Dispositive Power
0
- - - -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
425,134
- - - -------------------------------------------------------------------------------
2
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
- - - -------------------------------------------------------------------------------
11) Percent of Class Represented by Amount in Row 9
17.6%
- - - -------------------------------------------------------------------------------
12) Type of Reporting Person
HC/CO
- - - -------------------------------------------------------------------------------
3
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Item 1(a). Name of Issuer: Neozyme II Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
Todman Building
Main Street
Road Town
Tortola, British Virgin Islands
Item 2(a). Name of Person Filing:
Lehman Brothers Holdings Inc.
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
G6420H112001
Item 3. Information if statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b):
The person filing this statement Lehman Brothers Holdings
Inc., a parent holding company in accordance with Section
240.13d-1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1994:
(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
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the
disposition
(iv) shared power to dispose or to direct the
disposition
See Items 5-8 of cover pages
4
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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
Lehman Brothers Inc. is the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
5
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Item 10. Certification
By signing below I certify that, to the best of my 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.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: December 31, 1994
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
---------------------------
Name: Karen C. Manson
Title: Vice President
Assistant Secretary
6
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Attachment 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 1
Neozyme II Corp.
(Name of Issuer)
Common Stock Offered in Units with Warrants of Genzyme Corp. (Title of Class
of Securities)
G6420H112001
(CUSIP Number)
Check the following box if a fee is being paid with this statement. ( ) The
information required in the remainder of this cover page (except any items to
which the form provides a cross-reference) 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.
7
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CUSIP No.
G6420H112001
1) Names of Reporting Person
Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person 13-2518466
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
189,034
6) Shared Voting Power
-0-
7) Sole Dispositive Power
189,034
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person 189,034
8
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
7.81%
12) Type of Reporting Person
BD
9
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CUSIP No.
G6420H112001
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person 13-3216325
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
189,034
6) Shared Voting Power
-0-
7) Sole Dispositive Power
189,034
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person 189,034
10
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
7.81%
12) Type of Reporting Person
HC/CO
11
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CUSIP No.
G6420H112001
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person 13-4922250
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
189,034
6) Shared Voting Power
-0-
7) Sole Dispositive Power
189,034
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person 189,034
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
12
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(___)
11) Percent of Class Represented by Amount in Row 9
7.81%
12) Type of Reporting Person
HC/CO
13
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Item 1(a). Name of Issuer: Neozyme II Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
Todman Building
Main Street
Road Town
Tortola, British Virgin Islands
Item 2(a). Name of Person Filing:
Lehman Brothers Inc.
Lehman Brothers Holdings Inc.
American Express Company
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common
Item 2(e). CUSIP Number:
G6420H112001
Item 3. Information if statement is filed pursuant to Rules 13d-1(b) or
13d-2(b):
The persons filing this statement are Lehman Brothers Inc., a Broker/Dealer
registered under Section 15 of the Act, and Lehman Brothers Holdings Inc. and
American Express Company, parent holding companies in accordance with Section
240.13d-1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1993
See Item 9 of cover pages
(b) Percent of Class:
14
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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 (ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition (iv) shared power to
dispose or to direct the disposition See Items 5-8 of cover pages
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 1
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
15
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Item 10. Certification
By signing below I certify that, to the best of my 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.
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 31, 1993
LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
--------------------------
Name: Karen C. Manson
Title: Senior Vice President
Secretary
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
---------------------------
Name: Karen C. Manson
Title: Vice President
Assistant Secretary
AMERICAN EXPRESS COMPANY
By: /s/ Karen C. Manson
---------------------------
Name: Karen C. Manson
Title: Authorized Representative
16
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Exhibit Index
Exhibit I Identification and Classification of Relevant
Subsidiaries
17
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EXHIBIT I
TO SCHEDULE 13G
The persons filing this statement are Lehman Brothers Inc., a registered
Broker/Dealer and Lehman Brothers Holdings Inc. and American Express Company,
parent holding companies. The relevant subsidiary is Lehman Brothers Inc.
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