-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BbAJeORvALWtwh7cmXEcae/PYGIeFlmSR9DJ71CwvyC4wzwEiU7AFB1Do+Si9+8p noy9Cbrr+wdDksHaL8sn9Q== 0000874963-96-000056.txt : 19960509 0000874963-96-000056.hdr.sgml : 19960509 ACCESSION NUMBER: 0000874963-96-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960508 SROS: NASD GROUP MEMBERS: D.H. BLAIR HOLDINGS, INC. GROUP MEMBERS: D.H. BLAIR INVESTMENT BANKING CORP. GROUP MEMBERS: DAVIS J MORTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENZO BIOCHEM INC CENTRAL INDEX KEY: 0000316253 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 132866202 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32878 FILM NUMBER: 96557828 BUSINESS ADDRESS: STREET 1: 60 EXECUTIVE BLVD CITY: FARMINGDALE STATE: NY ZIP: 11735 BUSINESS PHONE: 5167555500 MAIL ADDRESS: STREET 1: ENZO BIOCHEM INC STREET 2: 60 EXECUTIVE BLVD CITY: FARMINGDALE STATE: NY ZIP: 11735 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS J MORTON CENTRAL INDEX KEY: 0000900184 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 44 WAY STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 MAIL ADDRESS: STREET 1: 44 WALL STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 AMENDED SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) -------------------- Enzo Biochem, Inc. ----------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value -------------------------------------------------------- (Title of Class of Securities) 294100102 ---------------------------------------------------------- (CUSIP Number) Nadine Shaoul, D.H. Blair Investment Banking Corp. 44 Wall Street, New York, NY 10005 (212) 495-4163 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 1, 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 1 of 9 pages Exhibit Index - Page 6 CUSIP No. 294100102 13D Page 2 of 9 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J. Morton Davis - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 Source of Funds See Item #3 herein. - ------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is required pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,503,325 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,503,325 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,627,380 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 294100102 13D Page 3 of 9 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.H. Blair Holdings, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 Source of Funds See Item #3 herein. - ------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 294100102 13D Page 4 of 9 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.H. Blair Investment Banking Corp. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 Source of Funds See Item #3 herein. - ------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 1,117,765 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,117,765 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,117,765 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BD - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 5 of 9 Pages J. Morton Davis, D.H. Blair Holdings, Inc. ("Blair Holdings"), and D.H. Blair Investment Banking Corp. ("Blair Investment"), (collectively, the "Reporting Parties") hereby amend the following items in their statement on Schedule 13D relating to the common stock, $.01 par value ("shares") of Enzo Biochem, Inc. (the "Issuer") as follows: Item 2. (c) is hereby amended in its entirety as follows: Mr. Davis is an investment banker and sole shareholder of Blair Investment (1), a broker-dealer registered under the Securities Exchange Act of 1934. Prior to May 1, 1996, Blair Holdings (2) was solely owned by Mr. Davis, and Blair Investment was a wholly-owned subsidiary of Blair Holdings. As of May 1, 1996, Blair Holdings merged into Blair Investment, with Blair Investment being the surviving corporation. Item 3. (a) is hereby amended in its entirety as follows: This Statement relates to the purchase of 1,102,465 shares by Blair Investment with its general funds for a total purchase price of approximately $5,707,670. Rosalind Davidowitz (3) used her personal funds to purchase 82,265 shares for a total purchase price of approximately $1,347,561.00, and Rivkalex Corporation (3) used its general funds to purchase 41,790 shares for an approximate purchase price of $331,612.00. Engex, Inc. (4) used its general funds to purchase 385,560 shares for an approximate total purchase price of $3,041,243.00. Item 4. is hereby partially amended by deleting the first sentence and and substituting the following sentence therein: This Amendment is filed solely to report that Blair Holdings has ceased to be a beneficial owner of more than five percent of the Issuer's securities as a result of its merger into its subsidiary, Blair Investment. __________________________________________________________________________ (1) See attached Exhibit B indicating the executive officers and directors of Blair Investment and providing information called for by Items 2-6 of this Schedule 13D. (2) See attached Exhibit C indicating the executive officers and directors of Blair Holdings and providing information called for by Items 2-6 of this Schedule 13D. (3) Rivkalex Corporation ("Rivkalex") is a private corporation owned by Mr. Davis' wife, Rosalind Davidowitz. Filing of this statement shall not be deemed an admission by J. Morton Davis that he beneficially owns the securities attributed to Rivkalex or Rosalind Davidowitz for any purpose. J. Morton Davis expressly disclaims beneficial ownership of all securities held by Rivkalex or Rosalind Davidowitz for any purpose. (4) Engex, Inc. ("Engex") is an investment company registered under Section 8 of the Investment Company Act. Mr. Davis is reporting as a beneficial owner of the securities owned by Engex because of his role as investment advisor to Engex. Filing of this statement shall not be deemed an admission by J. Morton Davis that he beneficially owns the securities attributed to Engex for any purpose. J. Morton Davis expressly disclaims beneficial ownership of all securities held by Engex for any purpose. Page 6 of 9 pages Item 5. (a) is hereby amended in its entirety as follows: As of May 1, 1996, Mr. Davis may be deemed to beneficially own (5) 1,627,380 shares or 7.6% of the Issuer's shares issued and outstanding as follows: (i) 1,102,465 shares, and warrants to purchase 15,300 shares until June 26, 1996, owned directly by Blair Investment, (ii) 385,560 shares owned by Engex, Inc., (iii) 82,265 shares owned by Rosalind Davidowitz, and (iv) 41,790 shares owned by Rivkalex Corporation. As of May 1, 1996, Blair Holdings does not beneficially own any of the Issuer's shares, and Blair Investment may be deemed to beneficially own 1,117,765 shares or 5.2% of the Issuer's shares issued and outstanding as indicated in (i) above. Item 5. (b) is hereby amended in its entirety as follows: Mr. Davis has sole power to vote or to direct the vote, to dispose or to direct the disposition of those shares owned by Blair Investment. Rosalind Davidowitz has sole power to dispose or to direct the disposition of those shares owned directly by her and those owned by Rivkalex Corporation. Voting and dispositive decisions regarding shares owned by Engex are made by Mr. Davis as Chairman of the Board. Item 5. (c) is hereby amended by adding the following paragraphs thereto: In the sixty days prior to May 1, 1996, the following transaction occurred: on March 6, 1996, Engex purchased 5,400 shares in the open-market at $15.72 per share. As of May 1, 1996, Blair Holdings was merged into its subsidiary, Blair Investment, and is no longer in existence. No other transactions were made by the Reporting Parties in the previous sixty days. Item 5. (e) is hereby amended by adding the following paragraph thereto: On May 1, 1996, Blair Holdings ceased to be a beneficial owner of more than five percent of the Issuer's securities. Exhibit B - Exhibit B is hereby amended in its entirety and attached hereto. Exhibit C - Exhibit C is hereby amended in its entirety and attached hereto. ____________________________________________________________________________ (5) Not included herein are 51,345 shares owned by Kinder Investments, L.P. ("Kinder"). Kenton E. Wood, the general partner of Kinder, is the Chairman and Chief Executive Officer of D.H. Blair & Co., Inc. ("Blair") and a stock- holder and Director of Blair. Certain limited partners of Kinder are stockholders of Blair. The limited partners of Kinder are the children and grandchildren of Mr. Davis. Blair Investment, Blair Holdings, and Mr. Davis disclaim for purposes of Section 13 or otherwise beneficial ownership of any Enzo Biochem, Inc. shares owned by Kinder, Blair, or Mr. Wood. Kinder disclaims for purposes of Section 13 or otherwise ownership of any Enzo Biochem, Inc. shares owned by Blair, Blair Investment, Blair Holdings, or Mr. Davis. Page 7 of 9 pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. /s/ J. Morton Davis Date: May 6, 1996 _____________________________ New York, New York J. Morton Davis D.H. BLAIR HOLDINGS, INC. /s/ David Nachamie Date: May 6, 1996 by_____________________________ New York, New York David Nachamie Treasurer D.H. BLAIR INVESTMENT BANKING CORP. /s/ David Nachamie Date: May 6, 1996 by_____________________________ New York, New York David Nachamie Treasurer EX-99 2 EXHIBIT Page 8 of 9 pages EXHIBIT B The name and principal occupation or employment, which in each instance is with D.H. Blair Investment Banking Corp. ("Blair Investment") located at 44 Wall Street, New York, New York, 10005, of each executive officer and director of Blair Investment is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Davis, Joseph Morton President, Chief Executive Officer, Director, Chairman of the Board Nachamie, David Treasurer Bell, Martin A. Vice Chairman, General Counsel Wasserman, Brian A. Senior Vice President, Chief Financial Officer Item 2. During the last five years, none of the above persons (to the best of Blair Investments' knowledge) was 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 and as a result or such proceeding 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. Item 3. - 6. herein are amended by adding the following paragraphs thereto: See Mr. Davis' responses herein. As of May 1, 1996, Mr. Nachamie may be deemed to be the beneficial owner of 18,910 shares as follows; (i) 15,120 shares owned directly by him, and (ii) 3,790 shares owned jointly with his wife, Evelyn Nachamie. Mr. Nachamie disclaims beneficial ownership of the securities owned by his wife for any purpose. He owns these securities for investment purposes only, and has sole voting and dispositive control over any securities owned by him. Mr. Wasserman and Mr. Bell do not beneficially own any of the Issuer's shares. EX-99 3 EXHIBIT Page 9 of 9 pages EXHIBIT C The name and principal occupation or employment, which in each instance is with D.H. Blair Holdings, Inc. ("Blair Holdings") located at 44 Wall Street, New York, New York, 10005, of each executive officer and director of Blair Investment is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Davis, Joseph Morton President, Chief Executive Officer, Director, Chairman of the Board Nachamie, David Treasurer Bell, Martin A. Vice Chairman, General Counsel Wasserman, Brian A. Senior Vice President, Chief Financial Officer Item 2. During the last five years, none of the above persons (to the best of Blair Investments' knowledge) was 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 and as a result or such proceeding 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. Item 3. - 6. herein are amended by adding the following paragraphs thereto: See Mr. Davis' responses herein. As of May 1, 1996, Mr. Nachamie may be deemed to be the beneficial owner of 18,910 shares as follows; (i) 15,120 shares owned directly by him, and (ii) 3,790 shares owned jointly with his wife, Evelyn Nachamie. Mr. Nachamie disclaims beneficial ownership of the securities owned by his wife for any purpose. He owns these securities for investment purposes only, and has sole voting and dispositive control over any securities owned by him. Mr. Wasserman and Mr. Bell do not beneficially own any of the Issuer's shares. -----END PRIVACY-ENHANCED MESSAGE-----