-----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, PWUGGgeVFKejtOUio4JrlDtn4w9sbZsyYs2SxR8pnR3Ad8dvQyr9jIJXjbK86wos viCVvs7lWjx5g729Ght8Jg== /in/edgar/work/20000628/0000912057-00-030258/0000912057-00-030258.txt : 20000920 0000912057-00-030258.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-030258 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 061047163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-14680 FILM NUMBER: 663774 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 10-K/A 1 a10-ka.txt FORM 10-K/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NO. 0-14680 GENZYME CORPORATION (Exact name of Registrant as specified in its charter) MASSACHUSETTS 06-1047163 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ONE KENDALL SQUARE 02139 CAMBRIDGE, MASSACHUSETTS (Zip Code) (Address of principal executive offices)
(617) 252-7500 (Registrant's telephone number, including area code) ------------------------------ Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: GENZYME GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE ("GENZ STOCK") GENZYME MOLECULAR ONCOLOGY DIVISION COMMON STOCK, $0.01 PAR VALUE ("GZMO STOCK") GENZYME SURGICAL PRODUCTS DIVISION COMMON STOCK, $0.01 PAR VALUE ("GZSP STOCK") GENZYME TISSUE REPAIR DIVISION COMMON STOCK, $0.01 PAR VALUE ("GZTR STOCK") GENZ STOCK PURCHASE RIGHTS GZMO STOCK PURCHASE RIGHTS GZSP STOCK PURCHASE RIGHTS GZTR STOCK PURCHASE RIGHTS 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 twelve 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 voting stock held by non-affiliates of the Registrant as of March 1, 2000: $ 5,874,532,711 Number of shares of the Registrant's GENZ Stock outstanding as of March 1, 2000: 84,710,732 Number of shares of the Registrant's GZMO Stock outstanding as of March 1, 2000: 13,514,512 Number of shares of the Registrant's GZSP Stock outstanding as of March 1, 2000: 14,854,067 Number of shares of the Registrant's GZTR Stock outstanding as of March 1, 2000: 28,524,138 ------------------------------ DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Annual Reports to Stockholders for its General Division, Molecular Oncology Division, Surgical Products Division and Tissue Repair Division for the fiscal year ended December 31, 1999 were incorporated by reference into Parts I and II of this Form 10-K and portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders held on May 25, 2000 are incorporated by reference into Part III of this Form 10-K/A. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Annual Report on Form 10-K/A constitutes Amendment No. 1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1999 (as amended, hereinafter referred to as this "Annual Report on Form 10-K/A"). Item 14 is hereby amended as follows: - Exhibit 10.49, Agreement and Plan of Merger dated as of March 6, 2000 among Genzyme, Seagull Merger Corporation and BioMatrix, Inc. is incorporated by reference to Exhibit 99.1 to Genzyme's 8-K filed on March 15, 2000. - Exhibit 23.2, Consent of PricewaterhouseCoopers LLP, independent accountants, relating to the financial statements of the Genzyme Retirement Savings Plan (the "Plan") is filed herewith. - Exhibit 99.3 to include information, financial statements and exhibits required by Form 11-K related to the Plan is filed herewith. NOTE REGARDING REFERENCES TO GENZYME DIVISIONS Throughout this Form 10-K/A, the words "we," "us," "our" and "Genzyme" refer to Genzyme Corporation and all of its operating divisions taken as a whole, and "our board of directors" refers to the board of directors of Genzyme Corporation. In addition, we refer to our four operating divisions as follows: - Genzyme General Division = "Genzyme General;" - Genzyme Molecular Oncology Division = "Genzyme Molecular Oncology;" - Genzyme Surgical Products Division = "Genzyme Surgical Products;" and - Genzyme Tissue Repair Division = "Genzyme Tissue Repair." ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A)(1). FINANCIAL STATEMENTS We are incorporating the following financial statements (and related notes) of Genzyme General and Genzyme Corporation and Subsidiaries into this section by reference from the 1999 Genzyme General annual report to stockholders:
PAGE* -------- GENZYME GENERAL Combined Statements of Operations for the years ended December 31, 1999, 1998 and 1997........................ GG-16 Combined Balance Sheets as of December 31, 1999 and 1998.................................................... GG-17 Combined Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........................ GG-18 Notes to Combined Financial Statements.................... GG-20 Report of Independent Accountants......................... GG-40 GENZYME CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations for the years ended December 31, 1999, 1998 and 1997........................ GCS-23 Consolidated Balance Sheets as of December 31, 1999 and 1998.................................................... GCS-25 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........................ GCS-28 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1999, 1998 and 1997............ GCS-30 Notes to Consolidated Financial Statements................ GCS-33 Report of Independent Accountants......................... GCS-74
- ------------------------ * References are to page numbers in the 1999 Genzyme General annual report to stockholders. We are incorporating the following financial statements (and related notes) of Genzyme Molecular Oncology into this section by reference from the 1999 Genzyme Molecular Oncology annual report to stockholders:
PAGE* -------- GENZYME MOLECULAR ONCOLOGY Combined Statements of Operations for the years ended December 31, 1999, 1998 and 1997........................ GMO-13 Combined Balance Sheets as of December 31, 1999 and 1998.................................................... GMO-14 Combined Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........................ GMO-15 Notes to Combined Financial Statements.................... GMO-16 Report of Independent Accountants......................... GMO-28
- ------------------------ * References are to page numbers in the 1999 Genzyme Molecular Oncology annual report to stockholders. We are incorporating the following financial statements (and related notes) of Genzyme Surgical Products into this section by reference from the 1999 Genzyme Surgical Products annual report to stockholders:
PAGE* -------- GENZYME SURGICAL PRODUCTS Combined Statements of Operations for the years ended December 31, 1999, 1998 and 1997........................ GSP-14 Combined Balance Sheets as of December 31, 1999 and 1998.................................................... GSP-15 Combined Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........................ GSP-16 Notes to Combined Financial Statements.................... GSP-17 Report of Independent Accountants......................... GSP-30
- ------------------------ * References are to page numbers in the 1999 Genzyme Surgical Products annual report to stockholders. We are incorporating the following financial statements (and related notes) of Genzyme Tissue Repair into this section by reference from the 1999 Genzyme Tissue Repair annual report to stockholders:
PAGE* -------- GENZYME TISSUE REPAIR Combined Statements of Operations for the years ended December 31, 1999, 1998 and 1997........................ GTR-11 Combined Balance Sheets as of December 31, 1999 and 1998.................................................... GTR-12 Combined Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........................ GTR-13 Notes to Combined Financial Statements.................... GTR-14 Report of Independent Accountants......................... GTR-25
- ------------------------ * References are to page numbers in the 1999 Genzyme Tissue Repair annual report to stockholders. (A)(2). FINANCIAL STATEMENT SCHEDULES The schedules listed below for Genzyme General, Genzyme Surgical Products, Genzyme Tissue Repair and Genzyme Corporation and Subsidiaries are filed as part of this Form 10-K/A:
PAGE* --------- GENZYME GENERAL Schedule II-Valuation and Qualifying Accounts............. GG-41 GENZYME SURGICAL PRODUCTS Schedule II-Valuation and Qualifying Accounts............. GSP-31 GENZYME TISSUE REPAIR Schedule II-Valuation and Qualifying Accounts............. GTR-26 GENZYME CORPORATION AND SUBSIDIARIES Schedule II-Valuation and Qualifying Accounts............. GCS-75
All other schedules are omitted as the information required is inapplicable or the information is presented in (i) the Genzyme General Combined Financial Statements or notes thereto, (ii) the Genzyme Surgical Products Combined Financial Statements or notes thereto, (iii) the Genzyme Tissue Repair Combined Financial Statements or notes thereto or (iv) the Genzyme Corporation and Subsidiaries Consolidated Financials or notes thereto. (A)(3). EXHIBITS The exhibits are listed below under Part IV, Item 14(c) of this Form 10-K/A. (B). REPORTS ON FORM 8-K On March 23, 2000, we filed a Current Report on Form 8-K relating to board authorization of an amendment to our charter for the purpose of updating the terms of our tracking stock to include the types of rights and other terms contained in more recently introduced tracking stocks of other companies. On March 15, 2000, we filed a Current Report on Form 8-K relating to the execution of an Agreement and Plan of Merger pursuant to which we will effect a business combination through the merger of Biomatrix, Inc. with and into a wholly-owned subsidiary of Genzyme. On January 10, 2000, we filed a Current Report on Form 8-K relating to the conversion of Genzyme Tissue Repair's $13.0 million 5% convertible subordinated note. On October 21, 1999, we filed a Current Report on Form 8-K to announce that we entered into an Agreement and Plan of Merger which provided for the merger of Cell Genesys, Inc. with and into a subsidiary of Genzyme. On December 22, 1999, we issued a press release announcing that we terminated the definitive agreement to acquire Cell Genesys, Inc. (C). EXHIBITS
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *3.1 -- Restated Articles of Organization of Genzyme, as amended. Filed as Exhibit 1 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997. *3.2 -- By-laws of Genzyme as amended. Filed as Exhibit 3.2 to Genzyme's Form 10-Q for the quarter ended September 30, 1999. *4.1 -- Series Designation for Genzyme Molecular Oncology Division Common Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997. *4.2 -- Series Designation for Genzyme Series A, Series B, Series C and Series D Junior Participating Preferred Stock, $.01 par value. Filed as Exhibit 2 to Amendment No. 1 to Genzyme's Registration Statement on Form 8-A dated June 11, 1999. *4.3 -- Amended and Restated Renewed Rights Agreement dated as of June 10, 1999 between Genzyme and American Stock Transfer & Trust Company. Filed as Exhibit 4 to Amendment No. 1 to our Registration Statement on Form 8-A dated June 11, 1999. Genzyme's Report on Form 8-K dated March 17, 1999. *4.4 -- Warrant issued to Richard Warren, Ph.D. Filed as Exhibit 4 to the Form 8-K of IG Laboratories, Inc. dated October 11, 1990 (File No. 0-18439). *4.5 -- Series Designation for Genzyme Surgical Products Division Common Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration Statement on Form 8-A dated June 11, 1999. *4.6 -- Form of Genzyme General Division Convertible Debenture. Filed as Exhibit 10.7 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.7 -- Registration Rights Agreement dated as of August 29, 1997 by and among Genzyme and the entities listed on the signature pages thereto. Filed as Exhibit 10.8 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.8 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. (File No. 0-20138).
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *4.9 -- Indenture, dated as of May 22, 1998, between Genzyme and State Street Bank and Trust Company, as Trustee, including the form of Note. Filed as Exhibit 4.3 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *4.10 -- Registration Rights Agreement, dated as of May 19, 1998, among Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Cowen & Company. Filed as Exhibit 4.4 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *4.11 -- Purchase Agreement, dated as of May 19, 1998, among Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Cowen & Company. Filed as Exhibit 4.5 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *10.1 -- Leases by Whatman Reeve Angel Limited to Whatman Biochemicals Limited dated May 1, 1981. Filed as Exhibit 10.12 to Genzyme's Registration Statement on Form S-1 (File No. 33-4904). *10.2 -- Lease dated as of September 15, 1989 for 95-111 Binney Street, Cambridge, Massachusetts between Genzyme and the Trustees of the Cambridge East Trust. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1992. First amendment of lease dated February 28, 1994. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1993. *10.3 -- Lease dated December 20, 1988 for Building 1400, One Kendall Square, Cambridge, Massachusetts between Genzyme and the Trustees of Old Binney Realty Trust, as amended by letters dated December 20, 1988, January 19, 1989 and January 31, 1989. Filed as Exhibit 10.18 to Genzyme's Form 10-K for 1988. Addendum dated September 20, 1991 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 19.1 to Genzyme's Form 10-Q for the quarter ended September 30, 1991. Addenda dated August 2, 1990 and April 6, 1993 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 10.3 to Genzyme's Form 10-K for 1993. *10.4 -- Lease dated December 20, 1988 for Building 700, One Kendall Square, Cambridge, Massachusetts between Genzyme and Trustees of Old Kendall Realty Trust, as amended by letters dated December 20, 1988 and January 31, 1989. Filed as Exhibit 10.19 to Genzyme's Form 10-K for 1988. *10.5 -- Lease dated September 30, 1985 for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1990. Amendment No. 1, dated October 11, 1990, and Amendment No. 2, dated May 12, 1993, to lease for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.5 to Genzyme's Form 10-K for 1993. *10.6 -- Lease dated April 30, 1990 for 64 Sidney Street, Cambridge, Massachusetts between BioSurface Technology, Inc. and Forest City 64 Sidney Street, Inc. Filed as Exhibit 10.22 to BioSurface's Registration Statement on Form S-1 (File No. 33-55874). *10.7 -- Sublease Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Prime Computer, Inc. Filed as Exhibit 10.7 to Genzyme's Form 10-K for 1993. *10.8 -- Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Mark L. Fins, David J. Winstanley and Bruce A. Gurall, tenants in common. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1993. *10.9 -- Lease dated June 1, 1992 for land at Allston Landing, Allston, Massachusetts between Allston Landing Limited Partnership and the Massachusetts Turnpike Authority. Filed as Exhibit 10.9 to Genzyme's Form 10-K for 1993.
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.10 -- Underlease for Block 13 building at Kings Hill Business Park West Malling Kent among Rouse and Associates Block 13 Limited, Genzyme (UK) Limited and Genzyme. Filed as Exhibit 10.11 to Genzyme's Registration Statement on Form 8-B dated December 31, 1991, filed on March 2, 1992. *10.11 -- Lease dated November 12, 1998 for Metrowest Place, 15 Pleasant Street Connector, Framingham, Massachusetts, between Consolidated Group Service Company Limited Partnership and Genzyme. *10.12 -- Agreement of Limited Partnership dated as of September 13, 1989 between Genzyme Development Corporation II, as General Partner, and each of the Limited Partners named therein. Filed as Exhibit 10(aa) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.13 -- Cross License Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners, L.P. Filed as Exhibit 10(bb) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.14 -- Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10(cc) Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.15 -- Amendment No. 1 dated January 4, 1994 to Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.14 to Genzyme's Form 10-K for 1993. *10.16 -- Partnership Purchase Option Agreement dated as of September 13, 1989 between Genzyme, Genzyme Development Corporation II, Genzyme Development Partners, each Class A Limited Partner and the Class B Limited Partner. Filed as Exhibit 10(dd) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.17 -- Partnership Purchase Agreement, undated and unexecuted, between Genzyme Corporation, Genzyme Development Corporation II, Genzyme Development Partners, each Class A Limited Partner and the Class B Limited Partner, as the case may be. Filed as Exhibit 10(ee) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.18 -- Amended and Restated Joint Venture Agreement between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.1 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.19 -- Tax Indemnification Agreement between Genzyme and General Development Partners. Filed as Exhibit 10.2 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.20 -- Marketing and Distribution Agreement between Genzyme and Genzyme Ventures II. Filed as Exhibit 10.3 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.21 -- Technology License and Supply Agreement dated as of September 8, 1989 between Imedex and Genzyme. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1990.** *10.22 -- 1998 Director Stock Option Plan, as amended. Filed as Exhibit 10.22 to Genzyme's Form 10-K for 1998. *10.23 -- 1990 Equity Incentive Plan, as amended. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33249). *10.24 -- 1999 Employee Stock Purchase Plan. *10.25 -- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33251).
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.26 -- Executive Employment Agreement dated as of January 1, 1990 between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1990. *10.27 -- Form of Severance Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.33 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.27 to Genzyme's Form 10-K for 1998. *10.28 -- Form of Indemnification Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.34 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.28 to Genzyme's Form 10-K for 1998. *10.29 -- Executive Employment Agreement dated as of January 1, 1996 between Genzyme and Peter Wirth. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended March 31, 1996. *10.30 -- Consulting Agreement dated December 14, 1998 between Genzyme and Charles L. Cooney, Ph.D. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1998. *10.31 -- Consulting Agreement dated December 31, 1998 between Genzyme and Robert J. Carpenter. Filed as Exhibit 10.31 to Genzyme's Form 10-K for 1998. *10.32 -- Consulting Agreement dated July 1, 1998 between Genzyme and Henry E. Blair. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1998. *10.33 -- Technology Transfer Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 2.1 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.34 -- Research and Development Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.1 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.35 -- Services Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.2 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.36 -- Series A Convertible Preferred Stock Purchase Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.5 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.37 -- Second Amended and Restated Convertible Debt Agreement dated as of December 28, 1998 by and between Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.37 to Genzyme's Form 10-K for 1998. *10.38 -- Amended and Restated Operating Agreement of ATIII LLC dated as of January 1, 1998 by and among Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.52.1 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794).** *10.39 -- Purchase Agreement dated as of January 1, 1998 by and between Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.52.2 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794).** *10.40 -- Collaboration Agreement dated as of January 1, 1997 by and among Genzyme, Genzyme Transgenics Corporation and ATIII LLC. Filed as Exhibit 10.52.3 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794).
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.41 -- Credit Agreement dated November 12, 1999 among Genzyme and those of its subsidiaries party thereto, Fleet National Bank, as Administrative Agent,and ABN AMRO Bank N.V. as Syndication Agent and Mellon Bank, N.A. as Documentation Agent. *10.42 -- Collaboration Agreement dated as of June 17, 1997 by and among Genzyme, GelTex Pharmaceuticals, Inc. and RenaGel LLC. Filed as Exhibit 10.18 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.43 -- Purchase Agreement dated as of June 17, 1997 by and between Genzyme and GelTex Pharmaceuticals, Inc. Filed as Exhibit 10.19 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.44 -- Operating Agreement of RenaGel LLC dated as of June 17, 1997 by and among Genzyme, GelTex Pharmaceuticals, Inc. and RenaGel, Inc. Filed as Exhibit 10.20 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872). *10.45 -- Purchase Agreement dated as of August 29, 1997 by and among Genzyme Corporation and the entities listed on the signature pages thereto. Filed as Exhibit 10.5 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *10.46 -- Collaboration Agreement dated September 4, 1998 among Genzyme, BioMarin Pharmaceutical, Inc. and BioMarin/Genzyme LLC. Previously filed as Exhibit 10.24 to BioMarin Pharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.47 -- Purchase Agreement dated September 4, 1998 between Genzyme and BioMarin Pharmaceutical, Inc. Previously filed as Exhibit 10.25 to BioMarinPharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.48 -- Operating Agreement of BioMarin/Genzyme LLC. Previously filed as Exhibit 10.30 to BioMarin Pharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.49 -- Agreement and Plan of Merger dated as of March 6, 2000 by and among Genzyme, Seagull Merger Corporation and BioMatrix, Inc. Filed as Exhibit 99.1 to Genzyme's Form 8-K filed on March 15, 2000. *13.1 -- Portions of the 1999 Genzyme General Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.2 -- Portions of the 1999 Genzyme Molecular Oncology Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.3 -- Portions of the 1999 Genzyme Surgical Products Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.4 -- Portions of the 1999 Genzyme Tissue Repair Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.5 -- Portions of the 1999 Genzyme General Annual Report related to Genzyme Corporation and Subsidiaries incorporated by reference into Parts I and II of this Form 10-K/A. *21 -- Subsidiaries of the Registrant. *23.1 -- Consent of PricewaterhouseCoopers LLP. 23.2 -- Consent of PricewatehouseCoopers LLP relating to the financial statements of the Genzyme Retirement Savings Plan. Filed herewith. *27 -- Financial Data Schedule for Genzyme Corporation.
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *99.1 -- Management and Accounting Policies Governing the Relationship of Genzyme Divisions. Filed as Exhibit 99.1 to Genzyme's Registration Statement on Form S-3 dated March 3, 2000 (File No. 333-31548). *99.2 -- Factors Affecting Future Operating Results. 99.3 -- Genzyme Retirement Savings Plan financial statements and supplemental schedule to accompany 1999 Form 5500 Annual Report of Employee Benefit Plan under Employee Retirement Income Security Act of 1974 (the "ERISA of 1974") as of December 31, 1999 and 1998 and for the year ended December 31, 1999. Filed herewith.
- ------------------------ * Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Exhibits filed with Forms 10-K, 10-Q, 8-K, 8-A, 8-B or Schedule 14A of Genzyme Corporation were filed under Commission File No. 0-14680. ** Confidential treatment has been granted for the deleted portions of Exhibits 10.21, 10.38-10.40, 10.42 and 10.43 and 10.46 EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS Exhibits 10.22 through 10.32 above are management contracts or compensatory plans or arrangements in which the executive officers or directors of Genzyme participate. SIGNATURES 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. Dated: June 28, 2000 GENZYME CORPORATION By: /s/ MICHAEL S. WYZGA ----------------------------------------- Michael S. Wyzga SENIOR VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *3.1 -- Restated Articles of Organization of Genzyme, as amended. Filed as Exhibit 1 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997. *3.2 -- By-laws of Genzyme as amended. Filed as Exhibit 3.2 to Genzyme's Form 10-Q for the quarter ended September 30, 1999. *4.1 -- Series Designation for Genzyme Molecular Oncology Division Common Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997. *4.2 -- Series Designation for Genzyme Series A, Series B, Series C and Series D Junior Participating Preferred Stock, $.01 par value. Filed as Exhibit 2 to Amendment No. 1 to Genzyme's Registration Statement on Form 8-A dated June 11, 1999. *4.3 -- Amended and Restated Renewed Rights Agreement dated as of June 10, 1999 between Genzyme and American Stock Transfer & Trust Company. Filed as Exhibit 4 to Amendment No. 1 to our Registration Statement on Form 8-A dated June 11, 1999. Genzyme's Report on Form 8-K dated March 17, 1999. *4.4 -- Warrant issued to Richard Warren, Ph.D. Filed as Exhibit 4 to the Form 8-K of IG Laboratories, Inc. dated October 11, 1990 (File No. 0-18439). *4.5 -- Series Designation for Genzyme Surgical Products Division Common Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration Statement on Form 8-A dated June 11, 1999. *4.6 -- Form of Genzyme General Division Convertible Debenture. Filed as Exhibit 10.7 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.7 -- Registration Rights Agreement dated as of August 29, 1997 by and among Genzyme and the entities listed on the signature pages thereto. Filed as Exhibit 10.8 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.8 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. (File No. 0-20138). *4.9 -- Indenture, dated as of May 22, 1998, between Genzyme and State Street Bank and Trust Company, as Trustee, including the form of Note. Filed as Exhibit 4.3 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *4.10 -- Registration Rights Agreement, dated as of May 19, 1998, among Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Cowen & Company. Filed as Exhibit 4.4 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *4.11 -- Purchase Agreement, dated as of May 19, 1998, among Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Cowen & Company. Filed as Exhibit 4.5 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *10.1 -- Leases by Whatman Reeve Angel Limited to Whatman Biochemicals Limited dated May 1, 1981. Filed as Exhibit 10.12 to Genzyme's Registration Statement on Form S-1 (File No. 33-4904). *10.2 -- Lease dated as of September 15, 1989 for 95-111 Binney Street, Cambridge, Massachusetts between Genzyme and the Trustees of the Cambridge East Trust. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1992. First amendment of lease dated February 28, 1994. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1993.
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.3 -- Lease dated December 20, 1988 for Building 1400, One Kendall Square, Cambridge, Massachusetts between Genzyme and the Trustees of Old Binney Realty Trust, as amended by letters dated December 20, 1988, January 19, 1989 and January 31, 1989. Filed as Exhibit 10.18 to Genzyme's Form 10-K for 1988. Addendum dated September 20, 1991 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 19.1 to Genzyme's Form 10-Q for the quarter ended September 30, 1991. Addenda dated August 2, 1990 and April 6, 1993 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 10.3 to Genzyme's Form 10-K for 1993. *10.4 -- Lease dated December 20, 1988 for Building 700, One Kendall Square, Cambridge, Massachusetts between Genzyme and Trustees of Old Kendall Realty Trust, as amended by letters dated December 20, 1988 and January 31, 1989. Filed as Exhibit 10.19 to Genzyme's Form 10-K for 1988. *10.5 -- Lease dated September 30, 1985 for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1990. Amendment No. 1, dated October 11, 1990, and Amendment No. 2, dated May 12, 1993, to lease for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.5 to Genzyme's Form 10-K for 1993. *10.6 -- Lease dated April 30, 1990 for 64 Sidney Street, Cambridge, Massachusetts between BioSurface Technology, Inc. and Forest City 64 Sidney Street, Inc. Filed as Exhibit 10.22 to BioSurface's Registration Statement on Form S-1 (File No. 33-55874). *10.7 -- Sublease Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Prime Computer, Inc. Filed as Exhibit 10.7 to Genzyme's Form 10-K for 1993. *10.8 -- Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Mark L. Fins, David J. Winstanley and Bruce A. Gurall, tenants in common. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1993. *10.9 -- Lease dated June 1, 1992 for land at Allston Landing, Allston, Massachusetts between Allston Landing Limited Partnership and the Massachusetts Turnpike Authority. Filed as Exhibit 10.9 to Genzyme's Form 10-K for 1993. *10.10 -- Underlease for Block 13 building at Kings Hill Business Park West Malling Kent among Rouse and Associates Block 13 Limited, Genzyme (UK) Limited and Genzyme. Filed as Exhibit 10.11 to Genzyme's Registration Statement on Form 8-B dated December 31, 1991, filed on March 2, 1992. *10.11 -- Lease dated November 12, 1998 for Metrowest Place, 15 Pleasant Street Connector, Framingham, Massachusetts, between Consolidated Group Service Company Limited Partnership and Genzyme. *10.12 -- Agreement of Limited Partnership dated as of September 13, 1989 between Genzyme Development Corporation II, as General Partner, and each of the Limited Partners named therein. Filed as Exhibit 10(aa) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.13 -- Cross License Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners, L.P. Filed as Exhibit 10(bb) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.14 -- Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10(cc) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343).
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.15 -- Amendment No. 1 dated January 4, 1994 to Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.14 to Genzyme's Form 10-K for 1993. *10.16 -- Partnership Purchase Option Agreement dated as of September 13, 1989 between Genzyme, Genzyme Development Corporation II, Genzyme Development Partners, each Class A Limited Partner and the Class B Limited Partner. Filed as Exhibit 10(dd) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.17 -- Partnership Purchase Agreement, undated and unexecuted, between Genzyme Corporation, Genzyme Development Corporation II, Genzyme Development Partners, each Class A Limited Partner and the Class B Limited Partner, as the case may be. Filed as Exhibit 10(ee) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.18 -- Amended and Restated Joint Venture Agreement between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.1 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.19 -- Tax Indemnification Agreement between Genzyme and General Development Partners. Filed as Exhibit 10.2 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.20 -- Marketing and Distribution Agreement between Genzyme and Genzyme Ventures II. Filed as Exhibit 10.3 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.21 -- Technology License and Supply Agreement dated as of September 8, 1989 between Imedex and Genzyme. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1990.** *10.22 -- 1998 Director Stock Option Plan, as amended. Filed as Exhibit 10.22 to Genzyme's Form 10-K for 1998. *10.23 -- 1990 Equity Incentive Plan, as amended. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33249). *10.24 -- 1999 Employee Stock Purchase Plan. *10.25 -- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33251). *10.26 -- Executive Employment Agreement dated as of January 1, 1990 between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1990. *10.27 -- Form of Severance Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.33 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.27 to Genzyme's Form 10-K for 1998. *10.28 -- Form of Indemnification Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.34 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.28 to Genzyme's Form 10-K for 1998.
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.29 -- Executive Employment Agreement dated as of January 1, 1996 between Genzyme and Peter Wirth. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended March 31, 1996. *10.30 -- Consulting Agreement dated December 14, 1998 between Genzyme and Charles L. Cooney, Ph.D. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1998. *10.31 -- Consulting Agreement dated December 31, 1998 between Genzyme and Robert J. Carpenter. Filed as Exhibit 10.31 to Genzyme's Form 10-K for 1998. *10.32 -- Consulting Agreement dated July 1, 1998 between Genzyme and Henry E. Blair. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1998. *10.33 -- Technology Transfer Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 2.1 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.34 -- Research and Development Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.1 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.35 -- Services Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.2 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.36 -- Series A Convertible Preferred Stock Purchase Agreement between Genzyme and Genzyme Transgenics Corporation dated as of May 1, 1993. Filed as Exhibit 10.5 to the Registration Statement on Form S-1 of Genzyme Transgenics Corporation (File No. 33-62872). *10.37 -- Second Amended and Restated Convertible Debt Agreement dated as of December 28, 1998 by and between Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.37 to Genzyme's 10-K for 1998. *10.38 -- Amended and Restated Operating Agreement of ATIII LLC dated as of January 1, 1998 by and among Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.52.1 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794).** *10.39 -- Purchase Agreement dated as of January 1, 1998 by and between Genzyme and Genzyme Transgenics Corporation. Filed as Exhibit 10.52.2 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794).** *10.40 -- Collaboration Agreement dated as of January 1, 1997 by and among Genzyme, Genzyme Transgenics Corporation and ATIII LLC. Filed as Exhibit 10.52.3 to Genzyme Transgenics Corporation's Form 10-K for 1997 (File No. 0-21794). *10.41 -- Credit Agreement dated November 12, 1999 among Genzyme and those of its subsidiaries party thereto, Fleet National Bank, as Administrative Agent,and ABN AMRO Bank N.V. as Syndication Agent and Mellon Bank, N.A. as Documentation Agent. *10.42 -- Collaboration Agreement dated as of June 17, 1997 by and among Genzyme, GelTex Pharmaceuticals, Inc. and RenaGel LLC. Filed as Exhibit 10.18 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.43 -- Purchase Agreement dated as of June 17, 1997 by and between Genzyme and GelTex Pharmaceuticals, Inc. Filed as Exhibit 10.19 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.44 -- Operating Agreement of RenaGel LLC dated as of June 17, 1997 by and among Genzyme, GelTex Pharmaceuticals, Inc. and RenaGel, Inc. Filed as Exhibit 10.20 to GelTex Pharmaceuticals, Inc.'s Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.45 -- Purchase Agreement dated as of August 29, 1997 by and among Genzyme Corporation and the entities listed on the signature pages thereto. Filed as Exhibit 10.5 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *10.46 -- Collaboration Agreement dated September 4, 1998 among Genzyme, BioMarin Pharmaceutical, Inc. and BioMarin/Genzyme LLC. Previously filed as Exhibit 10.24 to BioMarin Pharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.47 -- Purchase Agreement dated September 4, 1998 between Genzyme and BioMarin Pharmaceutical, Inc. Previously filed as Exhibit 10.25 to BioMarinPharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.48 -- Operating Agreement of BioMarin/Genzyme LLC. Previously filed as Exhibit 10.30 to BioMarin Pharmaceutical, Inc.'s Registration Statement on Form S-1 (File No. 333-77701). *10.49 -- Agreement and Plan of Merger dated as of March 6, 2000 by and among Genzyme, Seagull Merger Corporation and BioMatrix, Inc. Filed as Exhibit 99.1 to Genzyme's Form 8-K filed on March 15, 2000. *13.1 -- Portions of the 1999 Genzyme General Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.2 -- Portions of the 1999 Genzyme Molecular Oncology Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.3 -- Portions of the 1999 Genzyme Surgical Products Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.4 -- Portions of the 1999 Genzyme Tissue Repair Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.5 -- Portions of the 1999 Genzyme General Annual Report related to Genzyme Corporation and Subsidiaries incorporated by reference into Parts I and II of this Form 10-K/A. *21 -- Subsidiaries of the Registrant. *23.1 -- Consent of PricewaterhouseCoopers LLP. 23.2 -- Consent of PricewatehouseCoopers LLP relating to the financial statements of the Genzyme Retirement Savings Plan. Filed herewith. *27 -- Financial Data Schedule for Genzyme Corporation. *99.1 -- Management and Accounting Policies Governing the Relationship of Genzyme Divisions. Filed as Exhibit 99.1 to Genzyme's Registration Statement on Form S-3 dated March 3, 2000 (File No. 333-31548). *99.2 -- Factors Affecting Future Operating Results. 99.3 -- Genzyme Retirement Savings Plan financial statements and supplemental schedule to accompany 1999 Form 5500 Annual Report of Employee Benefit Plan under Employee Retirement Income Security Act of 1974 (the "ERISA of 1974") as of December 31, 1999 and 1998 and for the year ended December 31, 1999. Filed herewith.
- ------------------------ * Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Exhibits filed with Forms 10-K, 10-Q, 8-K, 8-A, 8-B or Schedule 14A of Genzyme Corporation were filed under Commission File No. 0-14680. ** Confidential treatment has been granted for the deleted portions of Exhibits 10.21, 10.38-10.40, 10.42 and 10.43 and 10.46.
EX-23.2 2 ex-23_2.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-21241) of Genzyme Corporation of our report dated June 23, 2000 relating to the financial statements and supplemental schedule of the Genzyme Retirement Savings Plan, which appears in this Annual Report on Form 10-K/A. /S/ PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts June 27, 2000 EX-99.3 3 ex-99_3.txt EXHIBIT 99.3 GENZYME RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999 AND 1998 AND FOR THE YEAR ENDED DECEMBER 31, 1999 GENZYME RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS
PAGE -------- Report of Independent Accountants........................... F-2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1999 and 1998.............................. F-3 Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1999........... F-4 Notes to Financial Statements............................. F-5 Supplemental Schedule Schedule of Assets Held for Investment Purposes as of December 31, 1999....................................... F-13
Certain supplemental schedules required by the regulations of the Employee Retirement Income Security Act of 1974 have been omitted for the reason that they are not applicable. F-1 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Genzyme Retirement Savings Plan: In our opinion, the accompanying statements of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Genzyme Retirement Savings Plan (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for plan benefits for the year ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. 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 auditing standards generally accepted in the United States, 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 Schedule of Assets Held for Investment Purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /S/ PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts June 23, 2000 F-2 GENZYME RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, -------------------------- 1999 1998 ------------ ----------- ASSETS Investments (Notes A, B and C): Participant directed...................................... $ 91,726,720 $64,409,132 Non-participant directed.................................. 11,626,977 10,839,084 ------------ ----------- Total investments....................................... 103,353,697 75,248,216 Cash and cash equivalents................................... -- 4,118 Receivables: Employee contributions.................................... 315,291 283,874 Employer contributions.................................... 2,386,957 41,307 Accrued interest.......................................... 70 563 ------------ ----------- Total receivables....................................... 2,702,318 325,744 ------------ ----------- Total assets.......................................... 106,056,015 75,578,078 ------------ ----------- Net assets available for plan benefits (Note D)............. $106,056,015 $75,578,078 ============ ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. F-3 GENZYME RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999
NON-PARTICIPANT DIRECTED FUNDS --------------------------------------------------------------- GENZYME GENZYME GENZYME PARTICIPANT GENERAL TISSUE REPAIR MOLECULAR ONCOLOGY DIRECTED DIVISION DIVISION DIVISION FUNDS COMMON STOCK FUND COMMON STOCK FUND COMMON STOCK FUND TOTAL ----------- ------------------- ------------------- ------------------- ------------ Additions: Employee contributions...... $10,210,336 $ 806,876 $ 30 $ -- $ 11,017,242 Employer contributions...... 2,950,157 2,795,621 197,334 40,409 5,983,521 Rollovers................... 1,188,301 81,953 -- -- 1,270,254 Interest.................... 670,099 -- -- -- 670,099 Dividends................... 571,503 -- -- -- 571,503 Net appreciation (depreciation) in market value of investments...... 17,292,331 (891,645) 86,016 6,535 16,493,237 ----------- ----------- -------- ------- ------------ Total additions........... 32,882,727 2,792,805 283,380 46,944 36,005,856 Deductions: Benefit payments and withdrawals............... (4,863,670) (632,355) (7,844) (473) (5,504,342) Participant expenses........ (17,002) (2,361) (4,206) (8) (23,577) ----------- ----------- -------- ------- ------------ Total deductions.......... (4,880,672) (634,716) (12,050) (481) (5,527,919) ----------- ----------- -------- ------- ------------ Net increase prior to interfund transfers......... 28,002,055 2,158,089 271,330 46,463 30,477,937 Interfund transfers........... 220,222 (218,578) (1,613) (31) -- ----------- ----------- -------- ------- ------------ Net increase.............. 28,222,277 1,939,511 269,717 46,432 30,477,937 Net assets available for plan benefits at beginning of year........................ 64,708,589 10,675,460 194,029 -- 75,578,078 ----------- ----------- -------- ------- ------------ Net assets available for plan benefits at end of year..... $92,930,866 $12,614,971 $463,746 $46,432 $106,056,015 =========== =========== ======== ======= ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. F-4 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS A. PLAN DESCRIPTION: The following description of the Genzyme Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. GENERAL The Plan, a defined contribution plan pursuant to the authorization of the Genzyme Corporation Board of Directors (the "Genzyme Board"), was established effective January 1, 1988 to provide a long-range program of systematic savings for eligible employees ("Participants"). Employees of Genzyme Corporation's ("Genzyme" or the "Company") wholly-owned United States subsidiaries are eligible to participate in the Plan, with the exception of employees of the former Deknatel Snowden Pencer, Inc., an entity acquired by Genzyme during 1996, who participate in the Genzyme Surgical Products Corporation Savings and Investment Plan. Pursuant to Plan amendments with effective dates of April 1, 1997 and July 1, 1997, the Plan merged with the Genetrix, Inc. Salary Savings Plan and the PharmaGenics, Inc. 401(k) Plan, respectively. As of December 31, 1999, all consolidated subsidiaries of Genzyme were 100% owned by the Company therefore making the Plan a plan for a controlled group of corporations. Employees who are 21 years of age or older become eligible to participate on their first day of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. The plan administrator is the Retirement Savings Plan Committee of the Genzyme Board (the "Committee"). INVESTMENT OPTIONS The following participant directed investment options have been made available to Participants during 1999: - CIGNA separate accounts: - the Fidelity Puritan Account; - the CIGNA Charter Large Company Stock Index Fund; - the PBHG Growth Account; - the Templeton Foreign Account; - the Janus Account; - the Fidelity Advisor Growth Opportunities Account; - the INVESCO Dynamics Account; - the CIGNA Charter Small Company Stock--Value I Fund; - the CIGNA Charter Small Company Stock--Growth Fund; - the INVESCO Small Company Growth Account; and - the Lazard International Equity Account. - The Putnam Voyager Fund. F-5 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) A. PLAN DESCRIPTION: (CONTINUED) - CIGNA guaranteed investment contracts: - The CIGNA Charter Guaranteed Income Fund--This fund offers Participants a fixed income fund to provide yield returns relative to comparable guaranteed fixed income investment funds. CIGNA maintains the contributions in a pooled account. The contract is included in the financial statements at contract value, which approximates market value and represents contributions made under the contract, plus credited interest, less withdrawals and administrative expenses because it is fully benefit responsive. The average yield and crediting interest rate is based on an agreed-upon formula with the issuer but cannot be less than zero. The average yield and crediting interest rates were approximately 5.90% during 1999 and 6.25% during 1998. - The CIGNA Guaranteed Securities Separate Account--This fund offers participants a fixed income fund composed primarily of publicly traded investment-grade, intermediate-term securities. Principal and interest are guaranteed by CIGNA's Connecticut General Life Insurance Company. CIGNA maintains the contributions in a pooled account. The contract is included in the financial statements at contract value, which approximates market value and represents contributions made under the contract, plus credited interest, less withdrawals and administrative expenses because it is fully benefit responsive. The average yield and crediting interest rates were approximately 5.50% during 1999 and 5.05% during 1998. The crediting interest rate is based on an agreed-upon formula with the issuer but cannot be less than zero. This account was dissolved in September 1999. - The CIGNA Charter Guaranteed Securities Separate Account--This fund also offers participants a fixed income fund composed primarily of publicly traded investment-grade, intermediate-term securities. Principal and interest are guaranteed by CIGNA's Connecticut General Life Insurance Company. CIGNA maintains the contributions in a pooled account. The contract is included in the financial statements at contract value, which approximates market value and represents contributions made under the contract, plus credited interest, less withdrawals and administrative expenses because it is fully benefit responsive. Assets previously held in the CIGNA Guaranteed Securities Separate Account were transferred into this fund upon dissolution of that fund in September 1999. The average yield and crediting interest rates were approximately 5.50% during 1999. The crediting interest rate is based on an agreed-upon formula with the issuer but cannot be less than zero. The following non-participant directed investment options have also been made available to Participants during 1999: - The Genzyme General Division Common Stock Fund--This fund is currently invested solely in shares of Genzyme General Division Common Stock ("GENZ Stock"). Amounts contributed to the Genzyme General Division Common Stock Fund may be invested in other short-term investments pending the purchase of GENZ Stock. During 1999, contributions to this fund were participant directed with the exception of non-participant directed contributions of $2,536,282 relating to stock ownership programs, of which $1,333,764 was accrued as a receivable at December 31, 1999. - The Genzyme Tissue Repair Division Common Stock Fund--This fund is currently invested solely in shares of Genzyme Tissue Repair Division Common Stock ("GZTR Stock"). Amounts F-6 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) A. PLAN DESCRIPTION: (CONTINUED) contributed to the Genzyme Tissue Repair Division Common Stock Fund may be invested in other short-term investments pending the purchase of GZTR Stock. This fund is made available to Participants only as an employer match, profit sharing allocation option and through the stock ownership program. - The Genzyme Molecular Oncology Division Common Stock Fund--This fund is currently invested solely in shares of Genzyme Molecular Oncology Division Common Stock ("GZMO Stock"). Amounts contributed to the Genzyme Molecular Oncology Division Common Stock Fund may be invested in other short-term investments pending the purchase of GZMO Stock. This fund is made available to participants only through the stock ownership program. EMPLOYEE CONTRIBUTIONS The Plan is a defined contribution plan. Eligible employees may elect, through salary reduction agreements, to have up to 18% or a maximum of $10,000 of their eligible compensation as defined by the Plan contributed on a pre-tax basis to the Plan each year on their behalf. A Participant's salary reduction contribution for a plan year may be further limited by the administration rules of the Internal Revenue Code of 1986, as amended, (the "Code") if the Participant is considered to be a highly-compensated employee within the meaning of the Code. EMPLOYER CONTRIBUTIONS Genzyme makes matching contributions equal to 25% of the first 5% of Participants' eligible compensation, as defined by the Plan, subject to certain limitations, contributed to the Plan. Genzyme's contributions were $1,493,866 for the year ended December 31, 1999. Pursuant to a Plan amendment, effective January 1, 1997, Genzyme makes contributions to the Plan under a profit sharing program and a stock ownership program. For the profit sharing plan, Genzyme will contribute up to 0.75% of all employees' eligible compensation in either cash or stock. For contributions made into the stock ownership plan, which are non-participant directed, Genzyme will contribute GENZ Stock, GZTR Stock and GZMO Stock equivalent to 1% of all employees' eligible compensation into the respective Division's Common Stock Fund. Genzyme contributed $4,489,655 to the Plan under the profit sharing and stock ownership programs for the year ended December 31, 1999. Participants may invest their contributions in increments determined at their own discretion. Employer contributions are invested as directed by the Participants with the exception of non-participant directed contributions made through the stock ownership plan. If a Participant does not provide direction with respect to the investment of the Participant's contribution, all contributions will automatically be invested in the CIGNA Charter Guaranteed Securities Separate Account. VESTING Participants have a 100% non-forfeitable interest in both employee and employer contributions at all times. Upon termination of employment or total and permanent disability, a Participant, or a Participant's beneficiary in the case of a Participant's death, is entitled to receive the full amount in the Participant's account. F-7 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) A. PLAN DESCRIPTION: (CONTINUED) BENEFITS Distributions upon retirement at age 59 1/2 or later, death, or termination are made in a lump-sum payment. Changes in withholding percentages are permitted as of the last day of each quarter of the Plan year. Reallocation of account balances among investment funds can be requested and processed on a daily basis. Contributions may be withdrawn from the Plan only upon a demonstration of hardship, as defined, unless the Participant requesting such withdrawal has attained the age of 59 1/2, died or terminated employment. New employees with funds held under a previous employer's qualified plan are permitted to invest such funds into the Plan. These investments are classified as "rollovers" on the accompanying Statement of Changes in Net Assets Available for Plan Benefits. LOANS Participants may obtain a loan from the Plan collateralized by the Participant's vested interest in the Plan. No loan may exceed the lesser of one half of the vested interest of a Participant, or $50,000, and must be at least $1,000. A Participant may not obtain a loan unless the Plan Administrator approves the transaction. All loans bear interest as determined by the Plan Administrator at the time of the loan. At December 31, 1999, all loans bear interest rates between 6% and 9% and mature through January 2021. A written repayment schedule specifies the date and payment amount necessary to amortize the loan. The Plan had Participant loans outstanding of $1,746,404 at December 31, 1999 and $1,608,827 at December 31, 1998. These outstanding loans are classified as participant directed investments on the accompanying Statements of Net Assets Available for Plan Benefits. B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. CASH EQUIVALENTS The Plan considers cash equivalents to be short-term, highly liquid investments, with initial maturities of less than three months. F-8 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED) INVESTMENT VALUATION AND INCOME RECOGNITION Units of participation in the CIGNA separate accounts are valued at net asset value as reported to the Plan by CIGNA, which approximates fair value. The Putnam Voyager Fund, Genzyme General Division Common Stock Fund, Genzyme Tissue Repair Division Common Stock Fund and Genzyme Molecular Oncology Division Common Stock Fund are stated at fair value, based upon quoted market prices in an active market on the last business day of the Plan year. The CIGNA Charter Guaranteed Securities Separate Account and the CIGNA Charter Guaranteed Income Fund are valued at contract value which approximates fair value. Participant loans are valued at cost plus accrued interest which approximates market value. The Plan presents in the Statement of Changes in Net Assets Available for Plan Benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Security transactions are accounted for on the trade date. Gain or loss on sales of investments is based on average cost. Dividend and interest income is recorded as earned using the accrual basis. CONTRIBUTIONS AND BENEFIT PAYMENTS Employee contributions and matching employer contributions are recorded in the period the payroll deductions are made. Benefits are recorded when paid. USE OF ESTIMATES The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make significant estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for plan benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect Participant account balances and the amounts reported in the Statements of Net Assets Available for Plan Benefits. F-9 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) C. INVESTMENTS: The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
DECEMBER 31, ------------------------- 1999 1998 ----------- ----------- Fidelity Puritan Account........................... $16,846,904 $17,004,534 CIGNA Charter Large Company Stock Index Fund....... 30,605,108 24,442,820 Putnam Voyager Fund................................ 6,726,767 2,847,365 PBHG Growth Account................................ 18,411,271 9,586,163 Genzyme General Division Common Stock Fund......... 11,192,596 10,649,046 CIGNA Guaranteed Securities Separate Account....... -- 6,204,881 CIGNA Charter Guaranteed Securities Separate Account.......................................... 7,398,657 --
During 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $16,493,237 as follows: Employer common stock....................................... $ (799,094) Pooled separate accounts.................................... 15,597,071 Mutual funds................................................ 1,695,260 ----------- $16,493,237 ===========
D. QUALIFICATION UNDER THE INTERNAL REVENUE CODE: The Internal Revenue Service has determined and informed the Company by a letter dated December 8, 1999, that the Plan and related trust are designed in accordance with applicable sections of the Code. The Committee and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. E. AMENDMENT OR TERMINATION OF THE PLAN: Genzyme intends to continue the Plan indefinitely but reserves the right to terminate it at any time or amend it in any manner advisable. No amendment may adversely affect the non-forfeitable interests of Participants in their accounts or permit the use or diversion of any part of the Plan other than for the exclusive benefit of the Participants or their beneficiaries (subject to Plan provisions permitting payment of fees and expenses). No merger, consolidation, or transfers of assets or liabilities of the Plan may reduce the Participant's interest accrued to the date of the merger, consolidation, or transfer. If Genzyme discontinues its contributions or if the Plan is fully or partially terminated, the affected Participant's rights to benefits will remain fully vested. F. RELATED PARTY: Certain plan investments are separate accounts managed by CIGNA. CIGNA is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for the investment management services amounted to approximately $12,000 for the year ended December 31, 1999. The Plan also paid fees to CIGNA of approximately $12,000 for administrative services for the year ended December 31, 1999. F-10 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) G. SERVICES PROVIDED BY THE COMPANY: The Company provides certain administrative and recordkeeping services for the Plan at no cost to the Plan participants. In addition, the Company has paid the trustee fees and other related costs on behalf of the Plan. H. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500: The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
DECEMBER 31, -------------------------- 1999 1998 ------------ ----------- Net assets available for benefits per the financial statements............................ $106,056,015 $75,578,078 Amounts payable to withdrawing participants....... (119,688) (109,028) ------------ ----------- Net assets available for benefits per the Form 5500............................................ $105,936,327 $75,469,050 ============ ===========
The following is a reconciliation of benefits paid to Participants per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31, 1999 ----------------- Benefits paid to Participants per the financial statements................................................ $5,504,342 Add: Amounts allocated to withdrawing Participants at December 31, 1999......................................... 119,688 Less: Amounts allocated to withdrawing Participants at December 31, 1998......................................... (109,028) ---------- Benefits paid to Participants per the Form 5500............. $5,515,002 ==========
Amounts allocated to withdrawing Participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. I. SUBSEQUENT EVENT: Effective June 18, 2000, the Genzyme Retirement Savings Plan has been amended resulting in changes to the Plan including the following: - the name of the Plan has been changed to the Genzyme Corporation 401(k) Plan; - the Genzyme Surgical Products Corporation Savings and Investment Plan will be merged into the Plan effective September 1, 2000; - the stock ownership and profit sharing features of the Plan have been eliminated; - the bi-weekly employer match has been increased from 25% of the first 5% of Participants' eligible compensation to 100% of the first 2% of Participants' eligible compensation and 50% of the next 4% of Participants' eligible compensations retroactive to January 1, 2000; F-11 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) I. SUBSEQUENT EVENT: (CONTINUED) - a four-year vesting schedule has been implemented for the employer match with an initial 20% vesting at the time of the employee's eligibility and subsequent 20% vesting each year for the next four years: however, active employees at June 18, 2000 remain eligible for full vesting in both employee and employer contributions; - employees may now enroll in the Plan and Participants may now modify their contribution percentages each pay period rather than on a quarterly basis; - Participants in the Plan may now reallocate contributions made under the stock ownership feature from Genzyme stock to other investment options prior to age 50; and - a new investment option, the CIGNA Charter Core Bond Fund, is now available to Plan Participants. F-12 GENZYME RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999
FAIR OR HISTORICAL CONTRACT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST VALUE - ----------------- ---------------------------------------------- ---------- ------------ *CIGNA Charter Guaranteed Income Fund $ ** $ 3,679,658 *CIGNA Fidelity Puritan Account ** 16,846,904 *CIGNA Charter Large Company Stock Index Fund ** 30,605,108 Putnam Voyager Fund ** 6,726,767 *CIGNA PBHG Growth Account ** 18,411,271 *CIGNA Templeton Foreign Account ** 2,257,542 *Genzyme General Common Stock 7,664,482 11,192,596 Division *Genzyme Tissue Common Stock 843,417 415,985 Repair Division *Genzyme Molecular Common Stock 11,813 18,396 Oncology Division *CIGNA Janus Account ** 1,634,030 *CIGNA Fidelity Advisor Growth Opportunities Account ** 122,895 *CIGNA INVESCO Dynamics Account ** 889,350 *CIGNA Charter Small Company Stock--Value I Fund ** 238,319 *CIGNA Charter Small Company Stock--Growth Fund ** 244,441 *CIGNA INVESCO Small Company Growth Account ** 578,893 *CIGNA Lazard International Equity Account ** 346,481 *CIGNA Charter Guaranteed Securities Separate Account ** 7,398,657 *Participant Loan Loans with interest rates between 6% and 9% ** 1,746,404 Fund maturing through January 2021 ------------ $103,353,697 ============
- ------------------------ * Denotes party-in-interest. ** Participant directed amounts are not required to be disclosed F-13
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