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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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NEOZYME II CORPORATION
(NAME OF SUBJECT COMPANY)
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NEOZYME II CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
CALLABLE COMMON STOCK, PAR VALUE $1.00 PER SHARE, INCLUDED
IN UNITS TOGETHER WITH CALLABLE WARRANTS TO PURCHASE TWO SHARES
OF GENERAL DIVISION COMMON STOCK OF
GENZYME CORPORATION, PAR VALUE $.01 PER SHARE,
AND 0.135 SHARE OF TISSUE REPAIR DIVISION COMMON STOCK
OF GENZYME CORPORATION, PAR VALUE $.01 PER SHARE.
(Title of Class of Securities)
G6420H11
(CUSIP Number of Class of Securities)
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NEOZYME II CORPORATION
MAIN STREET
ROAD TOWN
TORTOLA, BRITISH VIRGIN ISLANDS
(809) 494-2065
ATTENTION: PAUL EDWARDS, PRESIDENT
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of
the Person(s) Filing Statement)
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WITH A COPY TO
STEVEN D. SINGER, ESQ.
HALE AND DORR
60 STATE STREET
BOSTON, MA 02109
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This Amendment No. 2 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9, dated September 27, 1996, as
amended, of Neozyme II Corporation (the "Company") filed in connection with the
Offer described in the Schedule 14D-9. Capitalized terms used herein shall
have the definitions set forth in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
The response to Item 4 is hereby supplemented and amended to add the
following additional 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 Schedule 14D-9, 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.
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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.
NEOZYME II CORPORATION
By: /s/ PAUL M. EDWARDS
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Paul M. Edwards
President and Treasurer
Dated: October 28, 1996.
