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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Universal Display Corporation (formerly Enzymatics, Inc.)
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
293951 10 9
----------------------------------------------
(CUSIP Number)
c/o Richard O. Scribner, Salomon Brothers Inc,
Seven World Trade Center, New York, New York 10048,
(212) 783-7395
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 22, 1995
--------------------------------------------
(Date of Event with Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box. ( )
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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* 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 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 293951-10-9 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Brothers Holding Company Inc (I.R.S.
Identification No.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ X ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 45,421
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
45,421
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,421
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 5.0%
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14 TYPE OF REPORTING PERSON*
CO, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D
Salomon Brothers Holding Company Inc hereby amends and
restates its Statement on Schedule 13D dated May 29, 1992, as
amended by an Amendment No. 1 dated September 23, 1992, relating
to the Common Stock, $.01 par value per share, of Enzymatics,
Inc. (the "Schedule"). All capitalized terms used in this
Amendment and not otherwise defined have the meaning set forth in
the Schedule.
Item 1. Security and Issuer.
The title of the class of equity securities to which
this statement relates is the common stock (the "Common Stock"),
$.01 par value, of Enzymatics, Inc., a Pennsylvania corporation
(the "Issuer"). The Principal executive offices of the Issuer
are located at 500 Enterprise Road, Horsham, Pennsylvania 19044.
Item 2. Identity and Background.
This statement on Schedule 13D is being filed by
Salomon Brothers Holding Company Inc ("SBHC"), a corporation
organized under the laws of the State of Delaware, the principal
executive offices of which are located, and principal business
activities conducted, at Seven World Trade Center, New York, New
York 10048. SBHC is a wholly-owned subsidiary of Salomon Inc, a
corporation organized under the laws of the State of Delaware,
the principal executive offices of which are located, and
principal business activities conducted, at Seven World Trade
Center, New York, New York 10048. Salomon Brothers Inc ("SBI"),
a wholly-owned subsidiary of SBHC, is a corporation organized
under the laws of the State of Delaware, the principal executive
offices of which are located, and principal business activities
conducted, at Seven World Trade Center, New York, New York 10048.
The principal business of SBHC is the ownership of all
the outstanding shares of common stock of SBI. SBI is a
registered broker-dealer that succeeded to the business of
Salomon Brothers, a New York limited partnership, on October 1,
1981. The principal business of SBI is the general brokerage,
dealer and investment banking business. The principal business
of Salomon Inc is the ownership of all the outstanding shares of
common stock of SBHC and Phibro Energy, Inc. (a trader of crude
oil and oil products, petrochemicals and plastics).
PB-SB Ventures, Inc., a Delaware corporation and
wholly-owned subsidiary of SBHC, is the general partner of PB-SB
1985 Investment Partnership VII, a New York limited partnership
(the "Partnership"). The Partnership is an employees' security
company exempt from registration under the Investment Company Act
of 1940, whose principal offices are located and principal
business activities are conducted at Seven World Trade Center,
New York, New York 10048.
The names, business addresses and principal occupations
or employments of the executive officers and directors of SBHC
and Salomon Inc are set forth in Annex A and Annex B,
respectively, which are incorporated herein by reference.
In May, 1989, the SEC simultaneously instituted and
settled an administrative proceeding against SBI for infractions
of the "short sale" provisions of Section 10(a) of the Securities
Exchange Act of 1934 (the "1934 Act") and Rules 10a-1(a) and 10a-
1(c) promulgated thereunder and for violation of the
recordkeeping provisions of Section 17(a) of the 1934 Act and
Rule 17a-4(j) promulgated thereunder in connection with alleged
short sales in certain New York Stock Exchange listed securities
for SBI's account on October 19, 1987. SBI consented to an order
censuring SBI and requiring SBI to maintain certain procedures
with respect to the determination of "net long" positions and to
consult with an independent certified public accountant or
outside legal counsel to review the adequacy of such procedures
and implement improvements in the procedures if required.
On May 20, 1992, SBI and Salomon Inc (together
"Salomon") consented, without admitting or denying any of the
allegations of the concurrently filed complaint, to the entry of
a Final Judgment of Permanent Injunction and Other Relief (the
"Final Judgment") in settlement of an action arising out of
alleged misconduct in auctions of U.S. Treasury securities and
government securities trading, brought by the Securities and
Exchange Commission (the "SEC") in the United States District
Court of the Southern District of New York, entitled Securities
and Exchange Commission v. Salomon Inc and Salomon Brothers Inc.
Among other things, the Final Judgment enjoins Salomon from
violations of Section 17(a) of the Securities Act of 1933 (the
"1933 Act"), Section 10(b), 15(c)(1) and 17(a) of the Securities
Exchange Act of 1934 (the "1934 Act") and Rules 10b-5, 15c1-2,
17a-3 and 17a-4 promulgated thereunder. Pursuant to the
settlement, Salomon was required to pay a total amount of
$290,000,000, with $100,000,000 going to a fund for the payment
of private claims for compensatory damages arising out of the U.S
Treasury auction and related matters and $190,000,000 to the
United States in payment of civil penalties under the Securities
Enforcement Remedies and Penny Stock Reform Act of 1990 and a
forfeiture of assets to and settlement of claims with the
Department of Justice, including an antitrust complaint filed by
the Department of Justice against SBI. On the same day, in other
related actions solely involving SBI, the SEC instituted and
settled an administrative proceeding relating to a failure to
supervise the person responsible for the alleged misconduct, the
Federal Reserve Bank of New York announced the continuation of
SBI's primary dealer designation but a cessation of its trading
activity with SBI commencing June 1, 1992, with full trading
resuming on August 3, 1992, and the Department of Treasury
announced that SBI would be permitted to resume bidding for
customers on August 3, 1992, having restricted SBI to purchasing
securities for its own account in U.S. Treasury auctions since
August 18, 1991.
Other than as aforesaid, during the last five years
neither SBHC, SBI, nor, to the best knowledge of SBHC, Salomon
Inc or any of the persons listed in Annex A and Annex B, has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which SBHC, SBI, Salomon Inc or any of such persons was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
The citizenship of each of the executive officers and
directors of SBHC and Salomon Inc is set forth in Annex A and
Annex B, respectively, which are incorporated herein by
reference.
Item 3. Source and Amount of Funds or Other Consideration.
The amounts of funds used by SBHC and the Partnership
in making the purchase of the 64,286 shares and 21,428 shares of
Common Stock acquired by SBHC and the Partnership, respectively,
pursuant to the Offering (as described in Item 4 below) was
$450,000 and $150,000, respectively. These funds came from
working capital of SBHC and the Partnership, respectively. In
addition, a total of 41,472 shares and 13,824 shares of Common
Stock were issued to SBHC and the Partnership, respectively, in
payment of accrued dividends on shares of convertible preferred
stock of the Issuer previously held by SBHC and the Partnership,
as described in Item 4 below.
Item 4. Purpose of Transaction.
SBHC and the Partnership acquired their shares of
Common Stock in connection with the Issuer's initial public
offering (the "Offering"). Prior to the Offering, SBHC and the
Partnership owned a total of 1,432,970 shares and 477,657 shares,
respectively, of the Series A, Series B and Series C Convertible
Preferred Stock of the Issuer. Each share of the Series A,
Series B and Series C Convertible Preferred Stock was convertible
into one share of the Issuer's Common Stock.
In May 1992 the Issuer effected a one for 5.35 reverse
split of its Common Stock. The Series A, Series B and Series C
Convertible Preferred Stock was converted into Common Stock on
the effective date of the Offering. After giving effect to the
conversion of the Series A, Series B and Series C Convertible
Preferred Stock and the one for 5.35 reverse split (and without
giving effect to the transactions described in the following
paragraph), SBHC and the Partnership owned 267,845 shares and
89,282 shares, respectively, of Common Stock.
Effective upon the closing of the Offering, which
occurred on May 21, 1992, SBHC and the Partnership received
41,472 shares and 13,824 shares, respectively, of Common Stock in
payment of dividends accrued on the Series A, Series B and Series
C Convertible Preferred Stock. Pursuant to the Offering, SBHC
and the Partnership also purchased 64,286 shares and 21,428
shares, respectively, of Common Stock at the $7.00 per share
initial public offering price.
The shares of Common Stock were acquired by SBHC and
the Partnership in the ordinary course of business for investment
purposes.
Dr. Sandra Panem, a former employee and currently an
outside consultant of SBI, served as a member of the Board of
Directors of the Issuer representing the interests of SBHC until
June 18, 1993.
On June 22, 1995, a wholly-owned subsidiary of the
Issuer merged with and into Universal Display Corporation.
Universal Display Corporation, the surviving corporation in the
merger, became a wholly-owned subsidiary of the Issuer and
changed its name to UDC, Inc. Simultaneously with the
consummation of the merger, the Issuer changed its name to
Universal Display Corporation. Pursuant to the merger, SBHC and
the Partnership each received shares of common stock of Universal
Display Corporation, par value $.01 per share ("UDC Common
Stock"), in exchange for the shares of Common Stock of
Enzymatics, Inc. beneficially owned by each.
Item 5. Interest in Securities of the Issuer.
As of September 18, 1992, SBHC and the Partnership
beneficially owned 373,603 shares and 124,534 shares,
respectively, of Common Stock, representing approximately 6.52%
and 2.17%, respectively, of the issued and outstanding shares of
Common Stock.
By virtue of the relationship between SBHC and the
Partnership (described in Item 2 above), SBHC may be deemed to
have indirect beneficial ownership of, and shared voting and
dispositive power with respect to, shares of Common Stock held
directly by the Partnership. In the aggregate, SBHC and the
Partnership hold 498,137 shares of Common Stock, or 8.69% of the
total number of shares of Common Stock issued and outstanding.
By virtue of the relationship between SBHC and Salomon
Inc (described in Item 2 above), Salomon Inc may be deemed to
share voting and dispositive power with respect to shares of
Common Stock beneficially held directly by SBHC and the
Partnership.
Except as described above, neither SBHC nor, to the
best knowledge of SBHC, Salomon Inc, the Partnership nor any of
the persons listed in Annex A or Annex B, made any purchases or
sales of shares of Common Stock from March 30, 1992 through May
29, 1992.
At 4:00 p.m., Eastern Daylight Savings Time, on May 20,
1996, SBHC and the Partnership beneficially owned 34,066 and
11,355, respectively, of UDC Common Stock, representing
approximately 0.45% and 0.15%, respectively, of the 7,637,268
shares of UDC Common Stock issued and outstanding as of December
31, 1995, as indicated in UDC's Prospectus dated April 11, 1996.
By virtue of the relationship between SBHC and the
Partnership (described in Item 2), SBHC may be deemed to have
indirect beneficial ownership of, and shared voting and
dispositive power with respect to, shares of UDC Common Stock
held directly by the Partnership. In the aggregate, SBHC and the
Partnership hold 45,421 shares of UDC Common Stock, or 0.59% of
the total number of shares of UDC Common Stock issued and
outstanding.
By virtue of the relationship between SBHC and Salomon
Inc (described in Item 2), Salomon Inc may be deemed to share
voting and dispositive power with respect to shares of UDC Common
Stock beneficially held directly by SBHC and the Partnership.
(e) On June 22, 1995, SBHC ceased to be the beneficial
owner of more than 5% of the Common Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
SBHC and the Partnership are parties with other
investors to a Stock Purchase Agreement dated April 9, 1991 with
the Issuer. Subject to certain conditions and limitations, the
investors party to this Stock Purchase Agreement may require the
Issuer to include their shares of Common Stock in certain public
offerings undertaken by the Issuer.
SBHC and the Partnership have signed "lock-up"
agreements providing that they will not, without the prior
written consent of the representatives of the Issuer's
underwriters, offer, sell, contract to sell or otherwise dispose
of any shares of Common Stock owned by them for a period of 180
days from May 14, 1992.
Item 7. Exhibits.
Exhibit 1 Stock Purchase Agreement dated April 9, 1991.
Exhibit 2 Lock-Up Letter dated April 14, 1992.
Exhibit 3 Lock-Up Letter dated April 14, 1992.
ANNEXES
A. Updated list of Executive Officers and Directors of Salomon
Brothers
Inc and of Salomon Brothers Holding Company Inc
B. Updated list of Executive Officers and Directors of Salomon
Inc
<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.
Dated: May 31, 1996
SALOMON BROTHERS HOLDING COMPANY INC
By___________________________________
Name: Matthew Levitan
Title: Managing Director
<PAGE>
May 1996
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS HOLDING COMPANY INC
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Jerome H. Bailey(1) Chief Financial Officer and
Chief Financial Officer and Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Rodney B. Berens(1) (2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Thomas W. Brock(1) Chairman and Chief Executive
Managing Director Officer
Salomon Brothers Asset
Management Inc
Seven World Trade Center
New York, New York 10048
Robert E. Denham(3) Director, Chairman and
Managing Director Chief Executive Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Eric C. Fast(2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Bruce C. Hackett(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
John L. Haseltine(1)(2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Toshiharu Kajima(1) (4) Chief Executive Officer
Managing Director Salomon Brothers Asia Limited
Akasaka Park Building
2-20, Akasaka 5-chome
Minatu-Ku, Tokyo 107 Japan
Thomas W. Jasper Treasurer and Managing
Treasurer and Managing Director Director
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(1)(2)(3)(5) Chairman and Chief Executive
Chairman and Chief Executive Officer
Officer Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Kenneth K. Marshall(1) Chief Administrative Officer
Chief Administrative Officer and Managing Director
and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Eduardo G. Mestre(1) (2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Peter J. Middleton(1) (5) Chief Executive Officer
Managing Director Salomon Brothers International
Limited
Victoria Plaza
111 Buckingham Palace Road
London, SW1B 0SB
England
Robert H. Mundheim(1) Secretary and Managing
Secretary and Managing Director Director
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Shigeru Myojin(1) (2) (4) Vice Chairman and Managing
Vice Chairman and Director
Managing Director Salomon Brothers Inc
Salomon Brothers Asia Limited
Akasaka Park Building
2-20, Akasaka 5-chome
Minatu-Ku, Tokyo 107 Japan
The officers and directors of Salomon Brothers Holding
Company Inc ("SBHC") are the same as those for Salomon Brothers
Inc.
Citizenship
Except as footnoted below, each of the individuals
listed above is a citizen of the United States.
______________________
(1) Member of the Management Board
(2) Member of the Operating Committee
(3) Member of the Board of Directors
(4) Citizen of Japan
(5) Citizen of Great Britain
<PAGE>
May 1996
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS
OF SALOMON INC
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Dwayne O. Andreas Chairman of the Board and
Director Chief Executive
Archer Daniels Midland Company
Box 1470
Decatur, Illinois 62525
Jerome H. Bailey Chief Financial Officer
Chief Financial Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer and
Managing Director
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Warren E. Buffett(1) Chairman and Chief Executive
Director Officer
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Richard J. Carbone Controller
Controller Salomon Inc
Seven World Trade Center
New York, New York 10048
Robert E. Denham(1) Director, Chairman and Chief
Director, Chairman and Chief Executive Officer
Executive Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Dr. Claire M. Fagin Leadership Professor
Director School of Nursing
University of Pennsylvania
Philadelphia, Pennsylvania 19104
John L. Haseltine Managing Director
Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Gedale B. Horowitz Senior Executive Director
Director and Executive Salomon Brothers Holding
Vice President Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Thomas W. Jasper Treasurer
Treasurer Salomon Inc
Seven World Trade Center
New York, New York 10048
Treasurer and Managing Director
Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(2) Chairman and Chief Executive
Director and Executive Officer
Vice President Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
David O. Maxwell Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
William F. May(1) Chairman and Chief
Director Executive Officer
Statue of Liberty-Ellis
Island Foundation, Inc.
c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Robert H. Mundheim Executive Vice President and
Executive Vice President and General Counsel
General Counsel Salomon Inc
Seven World Trade Center
New York, New York 10048
Charles T. Munger Vice Chairman
Director Berkshire Hathaway Inc.
355 So. Grand Avenue
Los Angeles, California 90071
Shigeru Myojin(3) Vice Chairman
Director Salomon Brothers Inc
Victoria Plaza
111 Buckingham Palace Rd.
London, SW1W OSB, England
Louis A. Simpson(1) Director, President and
Director Chief Executive Officer,
Capital Operations
GEICO Corporation
One Geico Plaza
5260 Western Avenue
Washington, D.C. 20076-0001
Robert G. Zeller(1) Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Citizenship
Except as footnoted below, each of the individuals
listed above is a citizen of the United States.
____________________
(1) Member of the Executive Committee
(2) Citizen of Great Britain
(3) Citizen of Japan
