0000912057-01-532680.txt : 20011008
0000912057-01-532680.hdr.sgml : 20011008
ACCESSION NUMBER: 0000912057-01-532680
CONFORMED SUBMISSION TYPE: 424B3
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010919
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: 1933 Act
SEC FILE NUMBER: 333-66096
FILM NUMBER: 1740370
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
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a2059445z424b3.txt
424B3
PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
TO PROSPECTUS DATED AUGUST 10, 2001 REGISTRATION NO. 333-66096
[LOGO]
$575,000,000 PRINCIPAL AMOUNT OF
3% CONVERTIBLE SUBORDINATED DEBENTURES DUE MAY 15, 2021
8,179,231 SHARES OF GENZYME GENERAL DIVISION COMMON STOCK
We issued the debentures in a private placement in May 2001. This prospectus
supplement, together with the prospectus dated August 10, 2001, will be used by
selling securityholders to resell their debentures and the shares of Genzyme
General Division common stock issuable upon conversion of their debentures.
A copy of the prospectus dated August 10, 2001 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 DEBENTURES 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 4 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 SEPTEMBER 19, 2001.
Genzyme Corporation - One Kendall Square, Cambridge, Massachusetts
02139 - (617) 252-7500
SELLING SECURITYHOLDERS
The information in the following table supersedes in part the information in
the table appearing under the heading "Selling Securityholders" in the
prospectus:
NUMBER OF SHARES OF NUMBER OF SHARES OF
PRINCIPAL AMOUNT OF PERCENTAGE OF GENZYME GENERAL STOCK GENZYME GENERAL STOCK
DEBENTURES BENEFICIALLY DEBENTURES ISSUABLE UPON CONVERSION BENEFICIALLY OWNED
NAME (1) OWNED THAT MAY BE SOLD OUTSTANDING THAT MAY BE SOLD(2) AFTER OFFERING (3)
-------- ----------------------- ------------- ------------------------ ---------------------
Allstate Insurance Company
(4)(5)................... $ 1,900,000 * 27,026 119,400
Allstate Life Insurance
Company (5)(6)........... 500,000 * 7,112 119,400
Arbitex Master Fund L.P.... 16,000,000 2.8 227,596 0
Banc of America Securities
LLC (7).................. 2,500,000 * 35,560 0
Citi Cap Arb (Salomon
Brothers Asset Management
Inc.).................... 1,081,000 * 15,376 0
Clinton Multistrategy
Master Fund, Ltd......... 2,000,000 * 28,448 0
Clinton Riverside
Convertible Portfolio
Limited.................. 4,950,000 * 70,412 0
Credit Lyonnais Securities
(USA) Inc................ 2,500,000 * 35,560 0
Credit Suisse First Boston
Corporation (8).......... 34,800,000 6.1 495,020 0
Diversified Arb Fund
(Salomon Brothers Asset
Management Inc.)......... 3,439,000 * 48,918 0
Enhanced Arb (Salomon
Brothers Asset Management
Inc.).................... 786,000 * 11,180 0
Global Bermuda Limited
Partnership (9).......... 2,500,000 * 35,560 0
GM Pension (Salomon
Brothers Asset Management
Inc.).................... 491,000 * 6,984 0
GM Veba (Salomon Brothers
Asset Management Inc.)... 1,671,000 * 23,768 0
Goldman Sachs & Company
(10)..................... 7,887,000 1.4 112,190 0
Herrick Foundation......... 100,000 * 1,422 0
Jefferies & Company, Inc... 500,000 * 7,112 0
Jersey (IMA) Ltd........... 4,500,000 * 64,010 0
KBC Financial Products USA
Inc. (11)................ 5,000,000 * 71,122 0
Lakeshore International
Ltd. (9)................. 9,500,000 1.7 135,134 0
Libertyview Fund LLC....... 750,000 * 10,668 0
Libertyview Funds L.P...... 7,250,000 1.3 103,128 0
Lyxor Master Fund (HW
Capital L.P.)............ 4,000,000 * 56,898 0
Market Neutral Fund
(Salomon Brothers Asset
Management Inc.)......... 1,474,000 * 20,966 0
2
NUMBER OF SHARES OF NUMBER OF SHARES OF
PRINCIPAL AMOUNT OF PERCENTAGE OF GENZYME GENERAL STOCK GENZYME GENERAL STOCK
DEBENTURES BENEFICIALLY DEBENTURES ISSUABLE UPON CONVERSION BENEFICIALLY OWNED
NAME (1) OWNED THAT MAY BE SOLD OUTSTANDING THAT MAY BE SOLD(2) AFTER OFFERING (3)
-------- ----------------------- ------------- ------------------------ ---------------------
Multi Strategy Arb (Salomon
Brothers Asset Management
Inc.).................... 8,058,000 1.4 114,622 0
Onex Industrial Partners
Limited.................. 1,850,000 * 26,314 0
Pebble Capital Inc......... 550,000 * 7,822 0
RCG Multi Strategy LP...... 250,000 * 3,556 0
Silvercreek II Limited..... 2,600,000 * 36,984 0
Silvercreek Limited
Partnership.............. 1,000,000 * 14,224 0
Triborough Partners QP,
LLC...................... 1,500,000 * 21,336 0
--------------------------
* Less than 1%.
(1) Individuals and entities who receive shares of Genzyme General Stock covered
by this prospectus from a selling securityholder as a gift or in connection
with a pledge may sell up to 500 of those shares using this prospectus.
(2) Assumes conversion of the full amount of debentures held by the selling
securityholder at the rate of approximately 14.22 shares of Genzyme General
Stock per $1,000 in principal amount of the debentures. The conversion rate
and the number of shares of Genzyme General Stock issuable upon conversion
of the debentures may adjust under circumstances described under
"DESCRIPTION OF DEBENTURES--Conversion Rights" in the prospectus.
Accordingly, the number of shares of Genzyme General Stock issuable upon
conversion of the debentures may increase or decrease from time to time.
(3) Assumes that the selling securityholder has sold all the shares of Genzyme
General Stock shown as being issuable upon the assumed conversion of
debentures listed next to its name and represents additional shares of
Genzyme General Stock beneficially owned before the offering.
(4) Represents an additional $750,000 principal amount of the debentures
acquired after August 10, 2001.
(5) The Allstate Corporation ("Allstate") is the parent company of Allstate
Insurance Company, which is the parent company of Allstate Life Insurance
Company. Allstate Insurance Company is also the parent company of Allstate
New Jersey Holdings, Inc., which is the parent company of Allstate New
Jersey Insurance Company. Allstate Insurance Company beneficially owns
70,800 shares of Genzyme General Stock, Allstate Life Insurance Company
beneficially owns 3,500 shares of Genzyme General Stock, Allstate New Jersey
Insurance Company beneficially owns 3,500 shares of Genzyme General Stock,
Allstate Agents Pension Plan beneficially owns 12,400 shares of Genzyme
General Stock and Allstate Retirement Plan beneficially owns 29,200 shares
of Genzyme General Stock. Allstate disclaims any interest in securities held
by Allstate Agents Pension Plan and Allstate Retirement Plan.
(6) Represents an additional $250,000 principal amount of the debentures
acquired after August 10, 2001.
(7) Represents an additional $1,500,000 principal amount of the debentures
acquired after August 10, 2001.
(8) Credit Suisse First Boston Corporation served as one of the initial
purchasers of the debentures in May 2001.
(9) Represents an additional $1,000,000 principal amount of the debentures
acquired after August 10, 2001.
(10) Represents an additional $5,387,000 principal amount of the debentures
acquired after August 10, 2001. Goldman Sachs & Company served as one of the
initial purchasers of the debentures in May 2001.
(11) Represents an additional $3,000,000 principal amount of the debentures
acquired after August 10, 2001.
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