-----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, RbQ0KMoUKdPMXkF6jpnfLABLPxTOh4OkToUTAWIFxfth0Zh8/oTty1lvRcGgndF0 RTgQyz92Of//fvrRUofyKg== 0000912057-00-018797.txt : 20000420 0000912057-00-018797.hdr.sgml : 20000420 ACCESSION NUMBER: 0000912057-00-018797 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061047163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-59513 FILM NUMBER: 604777 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQ CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6172527500 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 424B3 1 424B3 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 18, 1998 FILED PURSUANT TO RULE 424(b)(3) REGISTRATION NO. 333-59513 [LOGO] $250,000,000 PRINCIPAL AMOUNT OF 5 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2005 6,313,131 SHARES OF GENZYME GENERAL DIVISION COMMON STOCK Genzyme previously issued $250,000,000 principal amount of 5 1/4% convertible subordinated notes due 2005. Holders of these notes can convert principal into shares of Genzyme General Division Common Stock. This prospectus supplement relates to sales of these notes and such shares. A copy of the prospectus dated September 18, 1998 should be delivered to you together with this prospectus supplement. In deciding whether to invest, you should carefully review the information in the prospectus and this prospectus supplement. ------------------------ INVESTING IN THE 5 1/4% CONVERTIBLE SUBORDINATED NOTES AND SHARES OF GENZYME GENERAL DIVISION COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS. ------------------------ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 19, 2000. Genzyme Corporation - One Kendall Square, Cambridge, Massachusetts 02139 - (617) 252-7500 SELLING SECURITYHOLDERS The information in the following table is presented as of April 18, 2000 and supersedes in part the information in the table appearing under the heading "Selling Securityholders" in the prospectus:
PRINCIPAL AMOUNT OF NUMBER OF SHARES NUMBER OF SHARES OF GGD NOTES BENEFICIALLY OF GGD STOCK+ STOCK+ ISSUABLE UPON OWNED THAT MAY BE BENEFICIALLY OWNED CONVERSION OF THE NOTES NAME SOLD(1) PRIOR TO OFFERING THAT MAY BE SOLD(2) - ---- ------------------- ------------------ ----------------------- Goldman Sachs & Company............... $100,000 0 2,525
- ------------------------ + Genzyme General Division Common Stock. (1) The notes which are offered for sale by this Prospectus represent all the notes held by each of the selling securityholders and less than 1% of the notes outstanding. (2) Assumes conversion of the full amount of notes held by such holder at the initial rate of 25.2525 shares of Genzyme General Division Common Stock per $1,000 in principal amount of the notes. The conversion rate and the number of shares of Genzyme General Division Common Stock issuable upon conversion of the notes may be adjusted under certain circumstances. See "DESCRIPTION OF NOTES--Conversion Rights" beginning on page 16 of the prospectus. Accordingly, the number of shares of Genzyme General Division Common Stock issuable upon conversion of the notes may increase or decrease from time to time. Under the terms of Genzyme's Indenture dated May 22, 1998, fractional shares will not be issued upon conversion of the notes; cash will be paid instead of fractional shares, if any. 2
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