-----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, WUHpwuzCO9GuEi6T+5OM+K4Viar+6p+99BTlPsVAtP4E7RULfU6V/XouRfp7nLTn +6V2ZWkVLKJFwC41wfaM5g== 0000950135-99-003350.txt : 19990630 0000950135-99-003350.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950135-99-003350 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOGEN INC CENTRAL INDEX KEY: 0000714655 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043002117 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-12042 FILM NUMBER: 99655099 BUSINESS ADDRESS: STREET 1: 14 CAMBRIDGE CTR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176792000 MAIL ADDRESS: STREET 1: 14 CAMBRIDGE CTR CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: BIOGEN NV DATE OF NAME CHANGE: 19880622 10-K/A 1 FORM 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-12042 BIOGEN, INC. (Exact name of Registrant as specified in its charter) Massachusetts 04-3002117 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 14 Cambridge Center, Cambridge, Massachusetts 02142 (Address of principal executive offices)(zip code) Registrant's telephone number, including area code: (617) 679-2000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value (Title of class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Aggregate market value of Common Stock held by nonaffiliates of the Registrant at March 9, 1999 (excludes shares held by directors): $8,018,804,742. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of management or policies of the Registrant, or that such person is controlled by or under common control with the Registrant. Common Stock outstanding at March 9, 1999: 75,111,450 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's 1998 Annual Report to Shareholders are incorporated by reference into Parts II and IV of this Report. 2 This Form 10-K/A amends the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 to add as exhibits to the Form 10-K the financial statements for the Biogen Savings Plan and the related independent accountants' consent. 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (3) Exhibits The following documents are added as exhibits to the Form 10-K: Exhibit No. Description (23) Consent of PricewaterhouseCoopers LLP (99.1) Financial Statements for Biogen Savings Plan 4 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BIOGEN, INC. By: /s/ Michael J. Astrue ---------------------------------------- Michael J. Astrue Vice President - General Counsel Dated June 28, 1999 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Biogen Savings Plan of our report dated June 28, 1999 relating to the financial statements and supplemental schedules of the Biogen Savings Plan for the year ended December 31, 1998 included with this Form 10-K/A. PricewaterhouseCoopers LLP Boston, Massachusetts June 28, 1999 EX-99.1 3 FINANCIAL STATEMENTS 1 BIOGEN, INC. BIOGEN SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1998 AND 1997 2 BIOGEN, INC. BIOGEN SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES - --------------------------------------------------------------------------------
PAGE Report of Independent Accountants 1 Statement of Assets Available for Plan Benefits as 2 of December 31, 1998 and 1997 Statements of Changes in Assets Available for Plan Benefits (with Fund Information) for the Year Ended December 31, 1998 and December 31, 1997 3-6 Notes to Financial Statements 7-10 Supplemental Schedules*: Supplemental Schedule I Assets Held for Investment as of December 31, 1998 11 Supplemental Schedule II Transactions Involving Amounts in Excess of 5% of the Current Value of Plan Assets for the Year Ended December 31, 1998 12
* Other schedules have been omitted because such schedules are not applicable. 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Biogen Savings Plan In our opinion, the accompanying statements of assets available for plan benefits and the related statements of changes in assets available for plan benefits present fairly, in all material respects, the assets available for plan benefits of Biogen Savings Plan (the "Plan") at December 31, 1998 and 1997, and the changes in assets available for plan benefits for the years ended December 31, 1998 and 1997 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules I and II are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of changes in assets available for plan benefits is presented for purposes of additional analysis rather than to present the changes in assets available for plan benefits of each fund. These supplemental schedules and fund information are the responsibility of the Plan's management. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Boston, MA June 28, 1999 4 BIOGEN, INC. BIOGEN SAVINGS PLAN STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS - --------------------------------------------------------------------------------
December 31, ----------------------------- ASSETS 1998 1997 - ------ ------------ ------------ Investments at fair value: Mutual funds: Fidelity Intermediate Bond Fund $ 1,226,161 $ 1,184,786 Fidelity Puritan Fund 5,393,202 4,591,063 Fidelity Value Fund 1,002,445 774,097 Fidelity Magellan Fund 9,278,946 6,867,334 Fidelity Retirement Government Money Market Fund 1,632,338 1,525,381 Fidelity Growth Company Fund 7,802,376 5,751,258 Fidelity International Growth Income Fund -- 455,993 Fidelity Asset Manager Fund 1,066,774 663,018 Fidelity US Equity Index Fund 2,677,468 1,679,043 Fidelity US Bond Index Fund 279,121 197,146 Fidelity Low Priced Stock Fund 486,853 111,518 USAA International Fund 535,219 20,983 Janus Worldwide Fund 749,449 170,532 ----------- ----------- Total mutual funds 32,130,352 23,992,152 ----------- ----------- Biogen Stock Fund: Biogen, Inc. common stock 8,523,321 3,486,508 Interest bearing cash 174,421 77,153 ----------- ----------- Total Biogen, Inc. Stock Fund 8,697,742 3,563,661 ----------- ----------- Loans to participants 743,526 707,329 ----------- ----------- Total investments 41,571,620 28,263,142 ----------- ----------- Assets available for plan benefits $41,571,620 $28,263,142 =========== ===========
The accompanying notes are an integral part of the financial statements. 2 5 BIOGEN, INC. BIOGEN SAVINGS PLAN STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND INFORMATION) - --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1998 PARTICIPANT DIRECTED --------------------------------------------------------------------------------------------------------------- FIDELITY RETIREMENT FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY GOVERNMENT GROWTH INTERNATIONAL ASSET U.S. EQUITY INTERMEDIATE PURITAN VALUE MAGELLAN MONEY MARKET COMPANY GROWTH MANAGER INDEX BOND FUND FUND FUND FUND FUND FUND INCOME FUND FUND FUND ADDITIONS Contributions: Employee $ 152,792 $ 656,225 $ 212,858 $ 930,736 $ 111,712 $ 954,476 $ 26,285 $ 172,823 $ 449,820 Rollover 37,417 70,647 34,632 191,413 240,729 124,056 4,398 56,518 67,137 Employer -- -- -- -- -- -- -- -- -- ---------- --------- ---------- ---------- ---------- ---------- ---------- ---------- --------- Total contributions 190,209 726,872 247,490 1,122,149 352,441 1,078,532 30,683 229,341 516,957 Net appreciation (depreciation) of investments: Mutual funds 12,604 231,231 (148,518) 1,881,829 -- 1,086,360 29,944 504 472,062 Biogen, Inc. common stock -- -- -- -- -- -- -- -- -- Interest and dividend income 79,702 531,015 143,361 420,549 81,601 537,700 -- 147,477 43,580 Other loan repayment 10,646 79,691 4,364 143,795 24,915 119,374 4,594 23,972 18,424 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total additions 293,161 1,568,809 246,697 3,568,322 458,957 2,821,966 65,221 401,294 1,051,023 DEDUCTIONS Distributions to participants (154,828) (496,593) (22,956) (929,234) (103,229) (479,017) (113) (22,961) (138,987) ---------- ---------- --------- ---------- --------- --------- ---------- ---------- ---------- Net increase (decrease) prior to interfund transfers and loans 138,333 1,072,216 223,741 2,639,088 355,728 2,342,949 65,108 378,333 912,036 Interfund transfers and loans (96,958) (270,077) 4,607 (227,476) (248,771) (291,831) (521,101) 25,423 86,389 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 41,375 802,139 228,348 2,411,612 106,957 2,051,118 (455,993) 403,756 998,425 Assets available for plan benefits, beginning of year 1,184,786 4,591,063 774,097 6,867,334 1,525,381 5,751,258 455,993 663,018 1,679,043 ---------- ---------- ---------- ---------- ---------- ---------- ---------- --------- ---------- Assets available for plan benefits, end of year $1,226,161 $5,393,202 $1,002,445 $9,278,946 $1,632,338 $7,802,376 $ -- $1,066,774 $2,677,468 ========== ========== ========== ========== ========== ========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements. 3 6 BIOGEN, INC. BIOGEN SAVINGS PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND INFORMATION)(CONTINUED) ================================================================================
YEAR ENDED DECEMBER 31, 1998 PARTICIPANT DIRECTED ---------------------------------------------------------------------------------------------- FIDELITY FIDELITY U.S. LOW-PRICED USAA JANUS BOND INDEX STOCK INTERNATIONAL WORLDWIDE LOAN BIOGEN, INC. FUND FUND FUND FUND FUND STOCK FUND TOTAL ------------ ---------- ------------- --------- --------- ---------- ----------- ADDITIONS Contributions: Employee $ 58,255 $167,490 $131,749 $165,229 $ -- $ 38,178 $ 4,228,628 Rollover 9,528 70,092 17,333 61,525 -- 86,150 1,071,575 Employer -- -- -- -- -- 620,721 620,721 --------- -------- -------- -------- --------- ---------- ----------- Total contributions 67,783 237,582 149,082 226,754 -- 745,049 5,920,924 Net appreciation (depreciation) of investments: Mutual funds 4,297 (43,827) (26,312) 79,839 -- -- 3,580,013 Biogen, Inc. common stock -- -- -- -- -- 4,654,644 4,654,644 Interest and dividend income 12,866 34,906 18,847 2,954 -- -- 2,054,558 Other loan repayment 3,318 968 19,018 2,249 (393,660) -- 61,668 --------- -------- -------- -------- --------- ---------- ----------- Total additions 88,264 229,629 160,635 311,796 (393,660) 5,399,693 16,271,807 DEDUCTIONS Distributions to participants (154,415) (18,330) (33,650) (31,226) (16,420) (361,370) (2,963,329) --------- -------- -------- -------- --------- ---------- ----------- Net increase (decrease) prior to interfund transfers and loans (66,151) 211,299 126,985 280,570 (410,080) 5,038,323 13,308,478 Interfund transfers and loans 148,126 164,036 387,251 298,347 446,277 95,758 -- --------- -------- -------- -------- --------- ---------- ----------- Net increase 81,975 375,335 514,236 578,917 36,197 5,134,081 13,308,478 Assets available for plan benefits, beginning of year 197,146 111,518 20,983 170,532 707,329 3,563,661 28,263,142 --------- -------- -------- -------- --------- ---------- ----------- Assets available for plan benefits, end of year $ 279,121 $486,853 $535,219 $749,449 $ 743,526 $8,697,742 $41,571,620 ========= ======== ======== ======== ========= ========== ===========
The accompanying notes are an integral part of these financial statements. 4 7 BIOGEN, INC. BIOGEN SAVINGS PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND INFORMATION)(CONTINUED) ================================================================================
YEAR ENDED DECEMBER 31, 1997 PARTICIPANT DIRECTED --------------------------------------------------------------------------------------------------------------- FIDELITY RETIREMENT FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY GOVERNMENT GROWTH INTERNATIONAL ASSET U.S. EQUITY INTERMEDIATE PURITAN VALUE MAGELLAN MONEY MARKET COMPANY GROWTH MANAGER INDEX BOND FUND FUND FUND FUND FUND FUND INCOME FUND FUND FUND ------------ -------- -------- -------- ------------ -------- ------------ -------- ---------- ADDITIONS Contributions: Employee $ 136,470 $ 636,147 $108,506 $ 854,609 $ 116,702 $ 956,584 $ 176,161 $130,312 $ 276,459 Rollover 89,268 134,265 94,989 179,750 150,629 142,438 71,025 57,876 86,356 Employer -- -- -- -- -- -- -- -- -- ---------- ---------- -------- ---------- ---------- ---------- --------- -------- ---------- Total contributions 225,738 770,412 203,495 1,034,359 267,331 1,099,022 247,186 188,188 362,815 Net appreciation (depreciation) of investments: Mutual funds 9,109 428,934 (16,488) 995,802 -- 338,019 2,593 51,161 317,955 Biogen, Inc. common stock -- -- -- -- -- -- -- -- -- Interest and dividend income 67,233 357,612 101,824 441,449 75,119 544,275 28,757 67,843 33,173 Other loan repayment 10,654 79,695 332 114,767 8,271 77,331 4,852 6,162 3,228 ---------- ---------- -------- ---------- ---------- ---------- --------- -------- ---------- Total additions 312,734 1,636,653 289,163 2,586,377 350,721 2,058,647 283,388 313,354 717,171 DEDUCTIONS Distributions to participants (111,084) (258,837) (13,422) (512,085) (74,065) (339,838) (40,615) (30,546) (42,721) ---------- ---------- -------- ---------- ---------- ---------- --------- -------- ---------- Net increase prior to interfund transfers and loans 201,650 1,377,816 275,741 2,074,292 276,656 1,718,809 242,773 282,808 674,450 Interfund transfers and loans (122,564) (95,886) 415,007 (536,172) 4,035 (610,422) (219,468) 23,565 274,598 ---------- ---------- -------- ---------- ---------- ---------- --------- -------- ---------- Net increase 79,086 1,281,930 690,748 1,538,120 280,691 1,108,387 23,305 306,373 949,048 Assets available for plan benefits, beginning of year 1,105,700 3,309,133 83,349 5,329,214 1,244,690 4,642,871 432,688 356,645 729,995 ---------- ---------- -------- ---------- ---------- ---------- --------- -------- ---------- Assets available for plan benefits, end of year $1,184,786 $4,591,063 $774,097 $6,867,334 $1,525,381 $5,751,258 $ 455,993 $663,018 $1,679,043 ========== ========== ======== ========== ========== ========== ========= ======== ==========
The accompanying notes are an integral part of these financial statements. 5 8 BIOGEN, INC. BIOGEN SAVINGS PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND INFORMATION)(CONTINUED) ================================================================================
YEAR ENDED DECEMBER 31, 1997 --------------------------------------------------------------------------------- NON-PARTICIPANT PARTICIPANT DIRECTED DIRECTED ----------------------------------------------------------------- --------------- FIDELITY FIDELITY USAA U.S. LOW-PRICED INTER- JANUS BOND INDEX STOCK NATIONAL WORLDWIDE LOAN BIOGEN, INC. BIOGEN, INC. FUND FUND FUND FUND FUND STOCK FUND STOCK TOTAL -------- -------- -------- -------- --------- ---------- ----------- ----------- ADDITIONS Contributions: Employee $ 32,752 $ 2,274 $ 258 $ 4,278 $ -- $ -- $ -- $ 3,431,512 Rollover 43,062 6,009 -- 6,509 -- -- -- 1,062,176 Employer -- -- -- -- -- 8,075 474,305 482,380 -------- -------- -------- -------- --------- ---------- ----------- ----------- Total contributions 75,814 8,283 258 10,787 -- 8,075 474,305 4,976,068 Net appreciation (depreciation) of investments: Mutual funds 3,680 451 (880) (9,828) -- -- -- 2,120,508 Biogen, Inc. common stock -- -- -- -- -- 85,697 (315,390) (229,693) Interest and dividend income 7,855 913 1,081 11,616 -- -- 700 1,739,450 Other loan repayment 551 -- -- -- (257,280) -- -- 48,563 -------- -------- -------- -------- --------- ---------- ----------- ----------- Total additions 87,900 9,647 459 12,575 (257,280) 93,772 159,615 8,654,896 DEDUCTIONS Distributions to participants (13,167) -- -- -- (14,714) -- (218,278) (1,669,372) -------- -------- -------- -------- --------- ---------- ----------- ----------- Net increase (decrease) prior to interfund transfers and loans 74,733 9,647 459 12,575 (271,994) 93,772 (58,663) 6,985,524 Interfund transfers and loans 82,561 101,871 20,524 157,957 504,394 3,469,889 (3,469,889) -- -------- -------- -------- -------- --------- ---------- ----------- ----------- Net increase (decrease) 157,294 111,518 20,983 170,532 232,400 3,563,661 (3,528,552) 6,985,524 Assets available for plan benefits, beginning of year 39,852 -- -- -- 474,929 -- 3,528,552 21,277,618 -------- -------- -------- -------- --------- ---------- ----------- ----------- Assets available for plan benefits, end of year $197,146 $111,518 $ 20,983 $170,532 $ 707,329 $3,563,661 $ -- $28,263,142 ======== ======== ======== ======== ========= ========== =========== ===========
The accompanying notes are an integral part of these financial statements. 6 9 BIOGEN, INC. BIOGEN SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following brief description of the Biogen Savings Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. GENERAL INFORMATION Biogen, Inc. (the "Company") established the Plan as a deferred profit-sharing plan under Section 401(a) of the Internal Revenue Code of 1986, effective January 1, 1987. The Plan is designed to allow eligible employees to accumulate savings for retirement in the Plan without paying income taxes until the savings are actually received. ADMINISTRATION OF THE PLAN The Plan is administered by the Savings Plan Committee (the "Plan Committee"), whose members are appointed by the Company. Fidelity Management Trust Company is the Plan trustee (the "Trustee"). Administrative costs of the Plan have been assumed by the Company. PARTICIPATION Participation in the Plan is voluntary. Each employee of the Company is eligible to participate in the Plan upon the attainment of age 21 unless he/she is (a) a student employed on a temporary basis, (b) an employee of a non-U.S. subsidiary or division of the Company, or (c) a member of a collective bargaining unit. CONTRIBUTIONS Eligible employees may make savings deposits to the Plan in whole percentages of their gross salary ranging from a minimum of 2% to a maximum of 18%, subject to certain limitations. For each pay period, the Company will make a matching contribution of units of the Biogen Inc., stock fund equal in value to 25% of each employee's savings deposit up to a maximum of 6% of the employee's gross salary, subject to certain limitations. INVESTMENT OF CONTRIBUTIONS Company matching contributions are invested in the Biogen, Inc. Stock Fund. Prior to December 5, 1997, the matching contribution was invested directly in Biogen, Inc. stock. On December 5, 1997 the amounts in the stock account were converted into units of the Biogen, Inc. Stock Fund which includes Biogen, Inc. stock and cash or short term investments for liquidity purposes. Employee contributions are invested at the direction of the employee in increments of 10% in any combination of the following investment options: * An intermediate bond fund designed to earn a high level of current return. It is invested in Fidelity's Intermediate Bond Fund. * A balanced fund designed to preserve principal balance by investing in a diversified portfolio of high yielding stocks and bonds. It is invested in Fidelity's Puritan Fund. * A fund which seeks to provide capital appreciation from investments in companies which are undervalued or which possess valuable fixed assets. It is invested in the Fidelity Value Fund. * An aggressive growth fund invested which seeks to achieve capital appreciation. It is invested in Fidelity's Magellan Fund. * A US government money market fund seeks high current earnings while preserving capital and liquidity. It is invested in Fidelity's Retirement Government Money Market Fund. 7 10 BIOGEN, INC. BIOGEN SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- * A growth company fund which seeks to provide capital appreciation from investments primarily in common stock of companies with above-average growth characteristics. It is invested in Fidelity's Growth Company Fund. * An international equity fund which seeks capital growth, current income and growth of income. It is invested in the Fidelity International Growth & Income Fund. * An asset allocation fund that seeks total return with reduced risk over the long term. It is invested in the Fidelity Asset Manager Fund. * A long term growth fund which seeks to provide investment results that correspond to the total return performance of common stock of companies publicly traded in the US. It is invested in the Fidelity US Equity Index Fund. * A corporate bond fund that seeks to replicate the price and interest performance of the debt securities in the Lehman Brothers Aggregate Bond Index. It is invested in the Fidelity US Bond Index Fund. The Plan added the following investment options effective October 1, 1997: * A fund which seeks to provide capital appreciation from investments in companies which are undervalued or which are out of favor with other investors and that could offer the possibility for significant growth. It is invested in the Fidelity Low-Priced Stock Fund. * A fund that seeks long term capital growth and current income from investments in stocks of companies organized and operating principally outside the United States. It is invested in the USAA International Fund. * A fund that seeks capital growth over the long term from investments in common stocks of foreign and domestic companies. It is invested in the Janus Worldwide Fund. The Plan added the following investment option effective January 1, 1998. * A fund that pools money to buy shares of Biogen, Inc. stock and cash or short-term investments. It is invested in the Biogen, Inc. Stock Fund. Note: Prior to January 1, 1998 only the employer match was invested in Biogen, Inc. stock. Dividends, interest, and other distributions received in any fund are reinvested in the same fund. VESTING Participants are fully vested in their savings deposit accounts and rollover accounts at all times. Participants will vest in the employer's matching contribution at a rate of 25% for each year of Plan service and will be fully vested after four years of Plan service. Participants become 100% vested in employer's matching contributions upon retirement or termination of employment due to disability. 8 11 BIOGEN, INC. BIOGEN SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- WITHDRAWALS AND DISTRIBUTIONS Distributions are generally payable at termination of employment due to retirement, disability, death or any other reason. Distribution payments are made in cash in a lump sum for employees' contributions and in whole shares of stock for Company matching contributions. Forfeitures of nonvested amounts are used to reduce the amount of future Company matching contributions. LOANS Participants may borrow against their savings deposits. Loans will bear a reasonable interest rate determined by the Company. Repayment of loans is made by direct withholdings of a participant's salary for a period not to exceed five years (ten years for a residential loan). The minimum loan amount is $1,000 and a participant may borrow up to a maximum of 50% of the participant's vested account balance or $50,000, whichever is smaller. There is no minimum service requirement for a participant to be eligible for a loan. PLAN AMENDMENT AND TERMINATION The Company has the right to amend, suspend or terminate the Plan, but may not do so in a way which would divest a participant of accrued vested benefits. If the Plan is terminated, the Trustee will distribute the assets held in the trust, after payment of expenses, in such a manner as the Committee shall determine. The Company currently has no intention to terminate the Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies which are in conformity with generally accepted accounting principles consistently followed by the Plan in the preparation of its financial statements. BASIS OF ACCOUNTING The financial statements of the Plan are prepared on the accrual basis of accounting. INVESTMENTS Plan investments are stated at fair value. The Company stock is valued at its quoted market price. Mutual fund investments are valued at net asset value representing the value of which shares of the fund may be purchased or redeemed. Loans to participants are stated at principal plus accrued interest, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Cost is determined on the average cost basis. Net appreciation or depreciation, which includes realized and unrealized gains or losses on investments, is reflected for the year in the statement of changes in assets available for plan benefits. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. PAYMENT OF BENEFITS Benefits are recorded when paid. 9 12 BIOGEN, INC. BIOGEN SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- INCOME TAXES No provision for income taxes has been made in the financial statements as the Plan qualifies as a tax-exempt entity under Section 401 of the Internal Revenue Code ("Code"). The Plan has received a favorable determination letter dated June 5, 1996 from the Internal Revenue Service. The Plan has since been amended and a new letter has not been requested. Management has asserted the Plan, as amended, and its operations have been and continue to be in accordance with all applicable provisions of the Code and the Employee Retirement Income Security Act of 1974 ("ERISA"). 3. LOANS TO PARTICIPANTS At December 31, 1998 and 1997, the Plan had loans receivable from participants aggregating $743,526 and $707,329, respectively. Interest rates on the loans range from 7.0% to 11.0% annually. The loans are secured by the participant's interest in the Plan. 10 13 BIOGEN, INC. SUPPLEMENTAL SCHEDULE I BIOGEN SAVINGS PLAN ASSETS HELD FOR INVESTMENT (ITEM 27a, FORM 5500) DECEMBER 31, 1998 - --------------------------------------------------------------------------------
NUMBER OF SHARES/ CURRENT UNITS COST VALUE 119,393 Fidelity Intermediate Bond Fund* $1,214,863 $1,226,161 268,720 Fidelity Puritan Fund* 4,726,490 5,393,202 21,628 Fidelity Value Fund* 1,172,750 1,002,445 76,800 Fidelity Magellan Fund* 6,509,795 9,278,946 Fidelity Retirement Government Money 1,632,338 Market Fund* 1,632,338 1,632,338 152,928 Fidelity Growth Company Fund* 5,944,521 7,802,376 -- Fidelity International Growth Income Fund* -- -- 57,108 Fidelity Asset Manager Fund* 1,019,090 1,066,774 60,907 Fidelity U.S. Equity Index Fund* 1,978,805 2,677,468 25,329 Fidelity US Bond Index Fund* 273,440 279,121 21,307 Fidelity Low Priced Stock Fund* 526,460 486,853 27,717 USAA International Fund 562,683 535,219 15,824 Janus Worldwide Fund 682,152 749,449 ------------ ------------ Total mutual funds 26,243,387 32,130,352 ------------ ------------ 102,703 Biogen, Inc. common stock* 2,726,578 8,523,321 174,421 Interest bearing cash 174,421 174,421 ------------ ------------ Total Biogen, Inc. Stock Fund 2,900,999 8,697,742 ------------ ------------ Loans to participants* 743,526 743,526 ------------ ------------ Total $ 29,887,912 $ 41,571,620 ============ ============
* Party-in-interest. 11 14 BIOGEN, INC. SUPPLEMENTAL SCHEDULE II BIOGEN SAVINGS PLAN TRANSACTIONS INVOLVING AMOUNTS IN EXCESS OF 5% OF CURRENT VALUE OF PLAN ASSETS (ITEM 27d, FORM 5500) YEAR ENDED DECEMBER 31, 1998 - --------------------------------------------------------------------------------
CURRENT NUMBER VALUE ON OF PURCHASE SELLING LEASE EXPENSE HISTORICAL TRANSACTION PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE RENTAL INCURRED COST DATE GAIN (LOSS) Fidelity Management Fidelity Puritan Fund 108 $1,493,901 $ $ $ $ $1,493,901 $ Trust Company 73 922,993 783,298 922,993 139,695 Fidelity Management Fidelity Magellan Fund 135 1,964,854 1,964,854 Trust Company 88 1,435,070 1,099,171 1,435,070 335,899 Fidelity Management Fidelity Growth Company 124 1,840,042 1,840,042 Trust Company 85 875,284 711,786 875,284 163,498
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