<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NEOZYME II CORPORATION
(Name of Issuer)
Common
(Title of Class of Securities)
G6420H146
(CUSIP Number)
Dawson-Samberg Capital Management, Inc., 354 Pequot Ave.,
Southport CT 06490 203/254-0091
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 1996
(Date of Event which 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 this 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 the
disclosures provided in a prior cover page.
The information required in 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> 2
CUSIP NO. G6420H146 SCHEDULE 13D
================================================================================
1 Name of Reporting Person DAWSON-SAMBERG CAPITAL MANAGEMENT, INC.
IRS Identification No. of Above Person 06-1033494
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 Source of Funds 00
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization CONNECTICUT
================================================================================
7 Sole Voting Power 19,900
NUMBER OF ------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY
OWNED BY EACH ------------------------------------------------
REPORTING 9 Sole Dispositive Power 19,900
PERSON WITH
------------------------------------------------
10 Shared Dispositive Power
================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,900
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row 11 .82
- --------------------------------------------------------------------------------
14 Type of Reporting Person IA
================================================================================
<PAGE> 3
CUSIP NO. G6420H146 SCHEDULE 13D
================================================================================
1 Name of Reporting Person PEQUOT GENERAL PARTNERS
IRS Identification No. of Above Person 06-1321556
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 Source of Funds AF
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization CONNECTICUT
================================================================================
7 Sole Voting Power 64,300
NUMBER OF ------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY
OWNED BY EACH ------------------------------------------------
REPORTING 9 Sole Dispositive Power 64,300
PERSON WITH
------------------------------------------------
10 Shared Dispositive Power
================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person 64,300
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row 11 2.66
- --------------------------------------------------------------------------------
14 Type of Reporting Person PN
================================================================================
<PAGE> 4
CUSIP NO. G6420H146 SCHEDULE 13D
================================================================================
1 Name of Reporting Person DS INTERNATIONAL PARTNERS
IRS Identification No. of Above Person 06-1324895
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 Source of Funds AF
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization DELAWARE
================================================================================
7 Sole Voting Power 56,800
NUMBER OF ------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY
OWNED BY EACH ------------------------------------------------
REPORTING 9 Sole Dispositive Power 56,800
PERSON WITH
------------------------------------------------
10 Shared Dispositive Power
================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person 56,800
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row 11 2.35
- --------------------------------------------------------------------------------
14 Type of Reporting Person PN
================================================================================
<PAGE> 5
CUSIP NO. G6420H146 SCHEDULE 13D
================================================================================
1 Name of Reporting Person PEQUOT ENDOWMENT PARTNERS, L.P.
IRS Identification No. of Above Person 06-1383498
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 Source of Funds AF
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization DELAWARE
================================================================================
7 Sole Voting Power 26,100
NUMBER OF ------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY
OWNED BY EACH ------------------------------------------------
REPORTING 9 Sole Dispositive Power 26,100
PERSON WITH
------------------------------------------------
10 Shared Dispositive Power
================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person 26,100
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row 11 1.08
- --------------------------------------------------------------------------------
14 Type of Reporting Person PN
================================================================================
<PAGE> 6
CUSIP NO. G6420H146 SCHEDULE 13D
This Amendment No. 2 relates to the Callable Common Stock, $.01 par
value, (the "Shares") of Neozyme II Corporation, (the "Company" or "Neozyme
II"), a B.V.I. corporation, and amends the statement on Schedule 13D initially
filed by the Reporting Persons with the Securities and Exchange Commission (the
"Commission") in August 1996, and amended by Amendment No. 1 thereto filed with
the Commission on September 12, 1996.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following after the last
paragraph thereof:
Pursuant to an Offer to Purchase dated September 27, 1996 and the
related Letter of Transmittal (collectively, the "Offer"), Neozyme II
Acquisition Corp., a wholly-owned subsidiary of Genzyme Corporation ("Genzyme"
or "Sponsor"), commenced an Offer to Purchase all outstanding Shares of Neozyme
II at $45.00 per Share, subject to the terms and conditions stated therein. The
Reporting Persons are concerned that the Board, the Special Committee of the
Board and their advisors, as well as Genzyme, have not considered, or adequately
considered, in determining the price and other terms of the Offer, the
following:
(1) Conflict of interest in technology valuation: The Neozyme II
Board has relied on the assessment of a direct competitor in its technical
valuation of the Neozyme II. The technical consultant selected by the financial
advisor to the Special Committee has performed virtually all of her cystic
fibrosis research in the laboratory of Dr. Ron Crystal, a direct competitor of
Genzyme in cystic fibrosis and the founder of Genvec Corporation, a competing
company focused on gene therapy for treatment of cystic fibrosis. In addition,
the description of the consultant as a "leading scientist in the cystic fibrosis
field" is misleading, given what we believe to be her limited published research
in the field.
(2) Valuation methodology: Use of "Comparable Company Analysis"
is an invalid methodology, as it compares Neozyme II's market value with that of
free-standing publicly traded companies. Neozyme II is a special-purpose vehicle
("SWORD"). No relationship between the market values of special purpose
vehicles, such as "SWORDs", and market values of free-standing companies has
ever been established nor validated in the marketplace. This is especially true
when trading volume in the Shares is extremely thin, as it is in this case.
Other methods described in the Offer are similarly flawed.
<PAGE> 7
CUSIP NO. G6420H146 SCHEDULE 13D
(3) Failure to compare Neozyme II to the correct universe of
other SWORDs: The universe of other SWORDs is quite limited. However, it is
possible to divide this group into ones in which the technology became desirable
and worth pursuing by the Sponsor and those that weren't. The latter category
was composed of situations where the technology failed completely or the
sponsoring company ran into serious financial difficulties, and a "work-out"
arrangement was attempted. In all cases where the technology remained desirable
to and worth pursuing by the sponsor, SWORD shareholders were bought out in
accordance with the stated option prices. Genzyme's public verbal and published
statements confirm that the Neozyme II technology is clearly desirable to and
worth pursuing by Genzyme. There are no examples of SWORDs which we are aware
of, in which a financially healthy sponsor proposed an alternate (i.e.,
discounted) bid for buying back ongoing, still promising, research.
In contrast to its current actions with respect to the Neozyme II
offer, Genzyme followed the proper course of action with respect to Neozyme
("Neozyme I"), the SWORD issued by Genzyme prior to Neozyme II. This SWORD was
repurchased by Genzyme in 1991 and 1992 according to the terms of the original
option prices. The purchase price paid by Genzyme for Neozyme I was unrelated to
the theoretical "free market value" of the Neozyme I products and technologies
(which, like Neozyme II, were significantly behind schedule); rather, the
purchase price was a fulfillment of the option prices stated in the original
prospectus. These option prices represented an annual return to investors -- and
therefore, cost to Genzyme -- in the range of 30%, commensurate with the R&D
financing risks undertaken by the Neozyme I investors.
(4) Failure to consider the special nature of SWORD instruments:
Neozyme II is a special purpose vehicle, essentially a highly specific
transaction between a particular Sponsor (Genzyme) and a particular set of
investors, for the special purpose of funding specific, high-risk research
(cystic fibrosis gene or protein therapy). As such, the correct repurchase value
of Neozyme II is not the trading price of its Shares on the open market, rather
the value to that specific sponsor for having done that specific transaction. We
believe that any offer by the Sponsor must factor in the values derived by the
Sponsor for the existence of this SWORD vehicle, such as $78 million of R&D
funding over five years at no penalty to EPS, ability to repurchase as "in
process R&D" with a one-time write-off and no future EPS penalties for goodwill
amortization. Investors rely on the Sponsor and the Board to assure that the
appropriate value is accorded to them upon a repurchase.
(5) Characterization of the HyperGAM failure as a reason for the
discounted Offer: HyperGam was never in the original prospectus;
<PAGE> 8
CUSIP NO. G6420H146 SCHEDULE 13D
HyperGam was not a cure for CF, which is the stated objective of the Neozyme II
R&D program; leading analysts' research reports in the aftermath of the HyperGam
failure did not interpret the HyperGam failure as a failure of the Neozyme II
research effort; analysts' reports and Genzyme public statements consistently
portrayed the Genzyme CF research program as leading, cutting edge, and highly
promising. The Company had succeeded in the early pilot studies of safely
delivering a CFTR gene into the nasal epithelium of human beings, whereas
competitor Dr. Ron Crystal failed.
(6) No solicitation of alternative bids or financing proposals:
No alternative bids or third party collaborations or financing proposals have
been solicited by the Company; additionally, the Company agreed with Genzyme not
to do so. The substantial Transaction Fee payable by Neozyme II to the financial
advisor to the Special Committee was structured to be payable only if the
transaction proposed by Genzyme is consummated. These actions are detrimental to
the best interests of the Neozyme II shareholders.
The Reporting Persons intend to communicate with other
shareholders of Neozyme II to determine what action is appropriate in light of
these expressed and other concerns associated with the Offer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
All transactions that have taken place with respect to the Shares in the
last 60 days have been previously reported.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A copy of a written agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934
is attached hereto as Exhibit A.
In accordance with Rule 101(a)(2)(ii) of Regulation S-T, attached
hereto as Exhibit B is the text of Amendment No. 1 of the Schedule 13D that was
filed by the Reporting Persons with the Commission on September 12, 1996.
In accordance with Rule 101(a)(2)(ii) of Regulation S-T, attached
hereto as Exhibit C is the text of the Schedule 13D that was initially filed by
the Reporting Persons with the Commission in August 1996.
<PAGE> 9
CUSIP NO. G6420H146 SCHEDULE 13D
After a reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dawson-Samberg Capital Management
By:/s/ Arthur J. Samberg
--------------------------------------
Arthur J. Samberg, President
Pequot General Partners
By:/s/ Arthur J. Samberg
--------------------------------------
Arthur J. Samberg, General Partner
DS International Partners, L.P.
By:/s/ Arthur J. Samberg
--------------------------------------
Arthur J. Samberg, General Partner
Pequot Endowment Partners, L.P.
By:/s/ Arthur J. Samberg
--------------------------------------
Arthur J. Samberg, General Partner
October 23, 1996
<PAGE> 10
CUSIP NO. G6420H146 SCHEDULE 13D
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment Number 2 to Schedule
13D dated October 23, 1996 relating to the Shares of Neozyme II Corporation
shall be filed on behalf of the undersigned.
Dawson-Samberg Capital Management,
Inc.
By:/s/ Arthur J. Samberg
-------------------------------------
Arthur J. Samberg, President
Pequot General Partners
By:/s/ Arthur J. Samberg
-------------------------------------
Arthur J. Samberg, General Partner
DS International Partners, L.P.
By:/s/ Arthur J. Samberg
-------------------------------------
Arthur J. Samberg, General Partner
Pequot Endowment Partners, L.P.
By:/s/ Arthur J. Samberg
-------------------------------------
Arthur J. Samberg, General Partner
<PAGE> 11
CUSIP NO. G6420H146 SCHEDULE 13D
EXHIBIT B
Set forth below is the text of Amendment No. 1 to the Schedule 13D, filed
September 12, 1996:
ITEM 1. SECURITY AND ISSUER
On February 15, 1996, the Reporting Persons filed a Schedule 13D
relative to their holders of 5.88% of the Callable Common Stock, $.01 par value,
(the "Shares") of Neozyme II Corporation, ("NIIUF"), a B.V.I. corporation. This
Amendment Number 1 sets forth changes in the information previously filed. Each
item with any change has been set forth herein in full.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons beneficially own in
the aggregate 167,100 Shares. Of the 167,100 Shares, 64,300 shares are owned by
Pequot, 19,900 shares are held in managed accounts for which Dawson-Samberg acts
as investment adviser, 56,800 shares are owned by Pequot International, and
26,100 shares are owned by Pequot Endowment. The 167,100 shares were purchased
in open market transactions at an aggregate cost of $7,016,400. The funds for
the purchase of Shares held by Pequot, Pequot Endowment and Pequot International
were obtained from the contributions of their various partners/shareholders. The
funds for the acquisition of the Shares held by the managed accounts came from
their own funds.
ITEM 4. PURPOSE OF TRANSACTION
The Shares held by the above mentioned entities were acquired
for, and are being held for, investment purposes. The acquisitions of the Shares
described herein were made in the ordinary course of the Reporting Person's
business or investment activities, as the case may be. The Reporting Person, on
behalf of the above mentioned entities, reserves the right to purchase
additional Shares or to dispose of the Shares in the open market or in privately
negotiated transactions or in any other lawful manner in the future, including
engaging in short sales of the Shares, and to take whatever action with respect
to each of such entities' holdings of the Shares it deems to be in the best
interests of such entities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
<PAGE> 12
CUSIP NO. G6420H146 SCHEDULE 13D
(a) (b) (c) As of the date hereof, the Reporting Persons
beneficially own in the aggregate 167,100 Shares. These Shares represent
approximately 6.92% of the 2,415,000 Shares believed to be outstanding.
Dawson-Samberg has the sole power to dispose and direct the disposition of the
19,900 Shares held in the managed accounts. Pequot General Partners has the sole
power to vote, direct and vote, dispose and direct the disposition of the 64,300
Shares owned by Pequot. DS International has the sole power to vote, direct the
vote, dispose and direct the disposition of the 56,800 Shares owned by Pequot
International. Pequot Endowment Partners has the sole power to vote, direct the
vote, dispose and direct the disposition of the 26,100 Shares owned by Pequot
Endowment. A description of the transactions of the Reporting Persons in the
Shares that were effected during the past 60 days is set forth on Exhibit B.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A copy of a written agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under the Securities Exchange Act of
1934 is attached hereto as Exhibit A. (Paper Format Only)
<PAGE> 13
CUSIP NO. G6420H146 SCHEDULE 13D
EXHIBIT B to Schedule 13D--Amendment No. 1, filed September 12, 1996
NEOZYME II CORP
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP #G6420H146
============================================================
<TABLE>
<CAPTION>
DAWSON
PEQUOT PEQUOT SAMBERG
PEQUOT INTERNATIONAL ENDOWMENT CAPITAL
# OF SHARES PARTNERS FUND, LTD. FUND, L.P. MGMT TAX
TRADE PURCHASED FUND, L.P. TAX TAX I.D. # TAX I.D. # I.D. # 06-
DATE (SOLD) PRICE I.D. # 22-2741859 FOREIGN CORP. 06-1388800 1033494
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SHARES @
05/28/96 142,100 55,000 48,600 20,600 17,900
------------------------ ----------------------------------------------------------------------------
09/03/96 10,000 44.0625 3,800 3,200 2,200 800
09/04/96 5,000 44.1500 1,800 1,700 1,100 400
09/04/96 10,000 44.6250 3,700 3,300 2,200 800
------------------------ ----------------------------------------------------------------------------
25,000 9,300 8,200 5,500 2,000
------------------------ ----------------------------------------------------------------------------
TOTAL
SHARES @
09/04/96 167,100 64,300 56,800 26,100 19,900
======================== ============================================================================
</TABLE>
<PAGE> 14
CUSIP NO. G6420H146 SCHEDULE 13D
EXHIBIT C
Set forth below is the text of the Schedule 13D, filed in August 1996:
Item 1. Security and Issuer.
This statement relates to the Callable Common Stock, $.01 par value,
(the "Shares") of Neozyme II Corporation, ("NIIUF"), a B.V.I. corporation.
NIIUF's principal executive office is located at Todman Building, Main Street,
Road Town, Tortola, British Virgin Islands.
Item 2. Identity and Background.
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Pequot General
Partners, a Connecticut partnership, Pequot Endowment Partners, L.P., a Delaware
partnership, and DS International Partners, L.P., a Delaware partnership
(collectively, the "Reporting Persons"). The principal business of
Dawson-Samberg, an investment adviser registered under the Investment Advisers
Act of 1940, is to act as investment adviser to certain managed accounts. The
principal shareholders at Dawson-Samberg are Messrs. Jonathan T. Dawson and
Arthur J. Samberg. The sole business of Pequot General Partners is to serve as
the general partner of Pequot Partners Fund, L.P. ("Pequot"), a limited
partnership formed under the laws of Connecticut to invest and trade primarily
in securities and financial instruments. Messrs. Dawson and Samberg are general
partners of Pequot General Partners. The sole business of Pequot Endowment
Partners, L.P. is to serve as the investment manager of the Pequot Endowment
Fund, L.P. ("Pequot Endowment"), a partnership formed under the laws of Delaware
to invest and trade primarily in securities and financial instruments. Messrs.
Dawson and Samberg are general partners of Pequot Endowment Partners. The sole
business of DS International Partners, L.P. is to serve as the investment
manager of Pequot International Fund ("Pequot International") a corporation
formed under the laws of British Virgin Islands to invest and trade primarily in
securities and financial instruments. Messrs. Dawson and Samberg are general
partners of DS International Partners. The business address of the Reporting
Persons is 354 Pequot Avenue, Southport, CT 06490.
None of the Reporting Persons, their respective General Partners,
officers, directors or controlling person have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of the Reporting Persons, their respective General Partners,
officers, directors or controlling persons have, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or binding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 142,100 Shares. Of the 142,100 shares, 55,000 shares are owned by
Pequot, 17,900 shares are held in managed accounts for which Dawson-Samberg acts
as investment adviser, 48,600 shares are owned by Pequot International and
20,600 shares are owned by Pequot Endowment. The 142,100 Shares were purchased
in open market transactions at an aggregate cost of $5,907,875. The funds for
the purchase of shares held by Pequot, Pequot Endowment and Pequot International
were obtained from the contributions of their various partners/shareholders. The
funds for the acquisition of the Shares held by the managed accounts came from
their own funds.
Item 4. Purpose of Transaction.
The Shares held by the above mentioned entities were acquired for, and
are being held for, investment purposes. The acquisitions of the Shares
described herein were made in the ordinary course of the Reporting
<PAGE> 15
CUSIP NO. G6420H146 SCHEDULE 13D
Person's business or investment activities, as the case may be. The Reporting
Person, on behalf of the above mentioned entities, reserves the right to
purchase additional Shares or to dispose of the Shares in the open market or in
privately negotiated transactions or in any other lawful manner in the future,
including engaging in short sales of the Shares, and to take whatever action
with respect to each of such entities' holdings of the Shares it deems to be in
the best interests of such entities.
Item 5. Interest in Securities of the Issuer.
a. b. c. As of the date hereof, the Reporting Persons beneficially own
in the aggregate 142,100 Shares. These Shares represent approximately 5.88% of
the 2,415,000 shares believed to be outstanding. Dawson-Samberg has the sole
power to dispose and direct the disposition of the 17,900 Shares held in the
managed accounts. Pequot General Partners has the sole power to vote, direct and
vote, dispose and direct the disposition of the 55,000 Shares owned by Pequot.
DS International has the sole power to vote, direct the vote, dispose and direct
the disposition of the 48,600 Shares owned by Pequot International. Pequot
Endowment Partners has the sole power to vote, direct the vote, dispose and
direct the disposition of the 20,600 Shares owned by Pequot Endowment. A
description of the transactions of the Reporting Persons in the Shares that were
effected during the past 60 days is set forth on Exhibit B.
d. Not Applicable.
e. Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
A copy of a written agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934
is attached hereto as Exhibit A. (Paper Format Only)
<PAGE> 16
CUSIP NO. G6420H146 SCHEDULE 13D
EXHIBIT B--to Schedule 13D filed in August 1996
NEOZYME II CORP.
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP #G6420H146
=======================================================
<TABLE>
<CAPTION>
DAWSON
PEQUOT PEQUOT SAMBERG
PARTNERS PEQUOT ENDOWMENT CAPITAL
FUND, INT'L FUND, L.P. MANAGEMENT
TRADE # OF L.P. TAX FUND, TAX I.D. # TAX
DATE SHARES PRICE I.D. # LTD. TAX 06-1388800 I.D. #
PURCHASED 22- I.D. # 06-
(SOLD) 2741859 FOREIGN 1033494
GROUP
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
02/02/95 10,000 33.5000 3,200 3,100 2,300 1,400
02/05/95 5,000 35.5000 0 0 0 5,000
03/02/95 10,000 38.0000 3,400 3,100 2,200 1,300
03/15/95 5,000 38.3750 2,200 2,000 0 800
04/11/95 25,000 38.1250 11,200 10,100 0 3,700
04/12/95 25,100 38.0000 11,200 10,200 0 3,700
04/25/95 10,000 38.1250 3,200 2,900 2,800 1,100
07/03/95 0 38.7500 0 0 3,100 (3,100)
02/14/96 25,000 47.0000 11,700 10,400 0 2,900
02/15/96 7,500 46.6250 3,600 3,000 0 900
03/11/96 2,500 50.0000 0 0 2,500 0
03/15/96 5,000 50.6250 2,500 1,900 0 600
03/27/96 6,000 52.1250 1,200 900 3,600 300
04/02/96 7,000 52.5000 1,600 1,000 4,100 300
05/25/96 (1,000) 50.5000 0 0 0 (1,000)
---------------- ----------------------------------------------------------------------------
142,100 55,000 48,600 20,600 17,900
TOTAL SHARES @
05/28/96 142,100 55,000 48,600 20,600 17,900
================= ============================================================================
</TABLE>
