-----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, Iy00LwVyBCJqKWgAwlBzzxO5kvlymTxP6BSuO0diS8iUCI95IqZ/FnYRRF053BKC yf1NDL7oKTVxuarHrK3t+g== 0000950135-98-004119.txt : 19980701 0000950135-98-004119.hdr.sgml : 19980701 ACCESSION NUMBER: 0000950135-98-004119 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980630 SROS: NASD 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: 10-K/A SEC ACT: SEC FILE NUMBER: 000-14680 FILM NUMBER: 98658469 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 GENZYME CORP. 1 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, 1997 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 ("GGD STOCK") GENZYME TISSUE REPAIR DIVISION COMMON STOCK, $0.01 PAR VALUE ("GTR STOCK") GENZYME MOLECULAR ONCOLOGY DIVISION COMMON STOCK, $0.01 PAR VALUE ("GMO STOCK") GGD STOCK PURCHASE RIGHTS GTR STOCK PURCHASE RIGHTS GMO 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, 1998: $2,470,667,321 Number of shares of the Registrant's GGD Stock outstanding as of March 1, 1998: 77,952,860 Number of shares of the Registrant's GTR Stock outstanding as of March 1, 1998: 20,022,438 Number of shares of the Registrant's GMO Stock outstanding as of March 1, 1998: 3,928,572 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Annual Reports to Stockholders for its General Division, Tissue Repair Division and Molecular Oncology Division for the fiscal year ended December 31, 1997 were incorporated by reference into Parts I and II of the Registrant's Form 10-K for the fiscal year ended December 31, 1997, as amended by Amendment No. 1 on Form 10-K/A filed on April 27, 1998 and hereby (as amended, hereafter referred to as this "Annual Report on Form 10-K"), and portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders held on May 28, 1998 are incorporated by reference into Part III of this Annual Report on Form 10-K. 2 This Amendment No. 2 to the Annual Report on Form 10-K has been filed by the Registrant to amend Item 14 as follows: - Exhibit 23.2, Consent of Coopers & Lybrand L.L.P., independent accountants relating to the Annual Report of Genzyme Retirement Savings Plan (the "Plan"), is filed herewith; and - Exhibit 99.2, which sets forth information, financial statements and exhibits required by Form 11-K related to the Plan, is filed herewith. 2 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A) 1. FINANCIAL STATEMENTS The following financial statements (and related notes) of Genzyme General Division ("Genzyme General") and Genzyme Corporation and Subsidiaries are incorporated by reference from the 1997 Genzyme General Annual Report set forth in Exhibit 13.1 to this Annual Report on Form 10-K:
PAGE* ----- GENZYME GENERAL Combined Balance Sheets -- December 31, 1997 and 1996.................................................. 12 Combined Statements of Operations -- For the Years Ended December 31, 1997, 1996 and 1995................ 13-14 Combined Statements of Cash Flows -- For the Years Ended December 31, 1997, 1996 and 1995................ 15-16 Notes to Combined Financial Statements................. 17-29 Report of Independent Accountants...................... 30 GENZYME CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets -- December 31, 1997 and 1996.................................................. 45-46 Consolidated Statements of Operations -- For the Years Ended December 31, 1997, 1996 and 1995................ 47-48 Consolidated Statements of Cash Flows -- For the Years Ended December 31, 1997, 1996 and 1995................ 49-50 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1997, 1996 and 1995.......... 51-52 Notes to Consolidated Financial Statements............. 53-82 Report of Independent Accountants...................... 83
- --------------- * References are to page numbers in the 1997 Genzyme General Annual Report as it appears in Exhibit 13.1 to this Annual Report on Form 10-K. The following financial statements (and related notes) of GTR are incorporated by reference from the 1997 GTR Annual Report set forth in Exhibit 13.2 to this Annual Report on Form 10-K:
PAGE* ----- Combined Balance Sheets -- December 31, 1997 and 1996....... 10 Combined Statements of Operations -- For the Years Ended December 31, 1997, 1996 and 1995.......................... 11 Combined Statements of Cash Flows -- For the Years Ended December 31, 1997, 1996 and 1995.......................... 12 Notes to Combined Financial Statements...................... 13-20 Report of Independent Accountants........................... 21
- --------------- * References are to page numbers in the 1997 GTR Annual Report as it appears in Exhibit 13.2 to this Annual Report on Form 10-K. 3 4 The following financial statements (and related notes) of GMO are incorporated by reference from the 1997 GMO Annual Report set forth in Exhibit 13.3 to this Annual Report on Form 10-K:
PAGE* ----- Combined Balance Sheets -- December 31, 1997 and 1996....... 8 Combined Statements of Operations -- For the Years Ended December 31, 1997, 1996 and 1995.......................... 9 Combined Statements of Cash Flows -- For the Years Ended December 31, 1997, 1996 and 1995.......................... 10 Notes to Combined Financial Statements...................... 11 - 21 Report of Independent Accountants........................... 22
- --------- * References are to page numbers in the 1997 GMO Annual Report as it appears in Exhibit 13.3 to this Annual Report on Form 10-K. 2. FINANCIAL STATEMENT SCHEDULES The schedules listed below for Genzyme General, Genzyme Corporation and Subsidiaries, and GTR are filed as part of this Annual Report on Form 10-K:
PAGE* ----- GENZYME GENERAL Schedule II -- Valuation and Qualifying Accounts....... 31 GENZYME CORPORATION AND SUBSIDIARIES Schedule II -- Valuation and Qualifying Accounts....... 84 GTR Schedule II -- Valuation and Qualifying Accounts....... 22
- --------- * References are to page numbers in the 1997 Genzyme General Annual Report and 1997 GTR Annual Report as they appear in Exhibits 13.1 and 13.2, respectively, to this Annual Report on Form 10-K. 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 or the Consolidated Financial Statements or notes thereto in the 1997 Genzyme General Annual Report, (ii) the GTR Combined Financial Statements or notes thereto in the 1997 GTR Annual Report or (iii) the GMO Combined Financial Statements or notes thereto in the 1997 GMO Annual Report. 4 5 3. EXHIBITS The exhibits are listed below under Part IV, Item 14(c) of this Annual Report. (B) REPORTS ON FORM 8-K None. (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. Filed as Exhibit 3.2 to Genzyme's Form 8-K dated December 31, 1991. *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 and Series C Junior Participating Preferred Stock, $.01 par value. Filed as Exhibit 3 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997. *4.3 -- Amended and Restated Rights Agreement dated as of June 12, 1997 between Genzyme and American Stock Transfer & Trust Company. Filed as Exhibit 5 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997. *4.4 -- Specimen Callable Warrant to purchase Genzyme Common Stock issued to shareholders of Neozyme II. Filed as Exhibit 28.6 to Genzyme's Form 10-Q for the quarter ended March 31, 1992. *4.5 -- 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). *4.6 -- Genzyme Common Stock Purchase Warrant No. A-1 dated July 31, 1997 issued to Canadian Medical Discoveries Fund, Inc. ("CMDF"). Filed as Exhibit 10.2 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.7 -- Genzyme Common Stock Purchase Warrant No. A-2 dated July 31, 1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.8 -- Genzyme Common Stock Purchase Warrant No. A-3 dated July 31, 1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.9 -- Registration Rights Agreement dated as of July 31, 1997 by and between Genzyme and CMDF. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.10 -- Genzyme Molecular Oncology Division Convertible Debenture dated August 29, 1997, including a schedule with respect thereto filed pursuant to Instruction 2 to Item 601 of Regulation S-K. Filed as Exhibit 10.6 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.11 -- 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. *4.12 -- 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. *4.13 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. ("PharmaGenics") (File No. 0-20138). *4.14 -- Form of Genzyme Corporation Convertible Note dated February 28, 1997 issued to Credit Suisse First Boston (Hong Kong) Ltd. ("CSFB"). *4.15 -- Registration Rights Agreement dated February 27, 1997 by and between Genzyme and CSFB.
5 6
EXHIBIT NO. DESCRIPTION - ------- ----------- *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. ("BioSurface") 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 -- Agreement of Limited Partnership dated as of September 13, 1989 between Genzyme Development Corporation II ("GDC 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). *10.12 -- Cross License Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners, L.P. ("GDP"). Filed as Exhibit 10(bb) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343).
6 7
EXHIBIT NO. DESCRIPTION - ------- ----------- *10.13 -- Development Agreement dated as of September 13, 1989 between Genzyme and GDP. Filed as Exhibit 10(cc) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.14 -- Amendment No. 1 dated January 4, 1994 to Development Agreement dated as of September 13, 1989 between Genzyme and GDP. Filed as Exhibit 10.14 to Genzyme's Form 10-K for 1993. *10.15 -- Partnership Purchase Option Agreement dated as of September 13, 1989 between Genzyme, GDC II, GDP, 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). *10.16 -- Partnership Purchase Agreement, undated and unexecuted, between Genzyme, GDC II, GDP, 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). *10.17 -- Amended and Restated Joint Venture Agreement between Genzyme and GDP. Filed as Exhibit 10.1 to GDP's on Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.18 -- Tax Indemnification Agreement. Filed as Exhibit 10.2 to GDP's Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.19 -- Marketing and Distribution Agreement. Filed as Exhibit 10.3 to GDP's Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.20 -- 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.** *10.21 -- 1988 Director Stock Option Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33265). *10.22 -- 1990 Equity Incentive Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33249). *10.23 -- 1990 Employee Stock Purchase Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33291). *10.24 -- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33251). *10.25 -- 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. *10.26 -- 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 10.32 to Genzyme's Form 10-K for 1993. *10.27 -- 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 10.33 to Genzyme's Form 10-K for 1993. *10.28 -- Consulting Agreement dated March 1, 1993 between Genzyme and Henry E. Blair. Filed as Exhibit 10.29 to Genzyme's 10-K for 1992. Consulting Agreement dated February 3, 1994 between Genzyme and Henry E. Blair. Filed as Exhibit 10.35 to Genzyme's Form 10-K for 1993. *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.
7 8
EXHIBIT NO. DESCRIPTION - ------- ----------- *10.30 -- Technology Transfer Agreement between Genzyme and Genzyme Transgenics Corporation ("GTC") dated as of May 1, 1993. Filed as Exhibit 2.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.31 -- Research and Development Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.32 -- Services Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.2 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.33 -- Series A Convertible Preferred Stock Purchase Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.5 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.34 -- Convertible Debt and Development Funding Agreement dated as of March 29, 1996 between Genzyme and GTC. Filed as Exhibit 10.39 to Genzyme's Form 10-K for 1995. *10.35 -- Amended and Restated Convertible Debt Agreement dated as of September 4, 1997 by and between Genzyme and GTC. Filed as Exhibit 10.4 to GTC's Form 10-Q for the quarter ended September 30, 1997 (File No. 0-21794). *10.36 -- Amended and Restated Operating Agreement of ATIII LLC dated as of January 1, 1998 by and among Genzyme and GTC. Filed as Exhibit 10.52.1 to GTC's Form 10-K for 1997 (File No. 0-21794).** *10.37 -- Purchase Agreement dated as of January 1, 1998 by and between Genzyme and GTC. Filed as Exhibit 10.52.2 to GTC's Form 10-K for 1997 (File No. 0-21794).** *10.38 -- Collaboration Agreement dated as of January 1, 1997 by and among Genzyme, GTC and ATIII LLC. Filed as Exhibit 10.52.3 to GTC's Form 10-K for 1997 (File No. 0-21794) and incorporated herein by reference.** *10.39 -- Common Stock Purchase Agreement between Argus Pharmaceuticals, Inc. and Genzyme Corporation dated as of September 10, 1993. Filed as Exhibit A to Schedule 13D filed by Genzyme on September 20, 1993.** *10.40 -- Agreement and Plan of Reorganization dated as of July 25, 1994, as amended, among Genzyme, Phoenix Acquisition Corporation and BioSurface. Filed as Annex X to Genzyme's Registration Statement on Form S-4 (File No. 33-83346). *10.41 -- License and Development Agreement between Celtrix Pharmaceuticals, Inc. ("Celtrix") and Genzyme dated as of June 24, 1994. Filed as Exhibit 10.42 to Celtrix's Form 10-K for 1994.** *10.42 -- Common Stock Purchase Agreement dated as of June 24, 1994 between Celtrix and Genzyme. Filed as Exhibit A to Schedule 13D filed by Genzyme on July 5, 1994. *10.43 -- Credit Agreement dated November 14, 1996 among Genzyme and those of its subsidiaries party thereto, Fleet National Bank, as Administrative Agent, and The First National Bank of Boston, as Documentation Agent. Filed as Exhibit 10.39 to Genzyme's Form 10-K for 1996. *10.44 -- Collaboration Agreement dated as of June 17, 1997 by and among Genzyme, GelTex Pharmaceuticals, Inc. ("GelTex") and RenaGel LLC. Filed as Exhibit 10.18 to GelTex's Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.45 -- Purchase Agreement dated as of June 17, 1997 by and between Genzyme and GelTex. Filed as Exhibit 10.19 to GelTex's Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).**
8 9 EXHIBIT NO. DESCRIPTION - ------- ----------- *10.46 -- Operating Agreement of RenaGel LLC dated as of June 17, 1997 by and among Genzyme, GelTex and RenaGel, Inc. Filed as Exhibit 10.20 to GelTex's Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.47 -- 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. *10.48 -- Composite copy of Agreement and Plan of Merger dated as of January 31, 1997, as amended, between Genzyme and PharmaGenics. Filed as Annex I to Genzyme's Registration Statement on Form S-4 (File No. 333-26351). *10.49 -- First Amendment to Credit Agreement and Consent to Subordination Terms dated as of March 3, 1997 by and among Genzyme and those of its subsidiaries party thereto, The First National Bank of Boston, as Administrative Agent, The First National Bank of Boston, as Administrative Agent, and the lenders identified in the signature pages thereto. *10.50 -- Note Purchase Agreement by and between Genzyme and CSFB dated as of February 27, 1997. *13.1 -- Portions of the 1997 Genzyme General Annual Report incorporated by reference into Parts I and II of this Form 10-K. *13.2 -- Portions of the 1997 Genzyme Tissue Repair Annual Report incorporated by reference into Parts I and II of this Form 10-K. *13.3 -- Portions of the 1997 Genzyme Molecular Oncology Annual Report incorporated by reference into Parts I and II of this Form 10-K. *21 -- Subsidiaries of the Registrant. *23.1 -- Consent of Coopers & Lybrand L.L.P. 23.2 -- Consent of Coopers & Lybrand L.L.P. relating to the Annual Report of the Genzyme Retirement Savings Plan on Form 11-K. Filed herewith. *27 -- Financial Data Schedule for Genzyme Corporation. *99.1 -- Management and Accounting Policies Governing the Relationship of Genzyme Divisions. 99.2 -- Genzyme Retirement Savings Plan financial statements and supplemental schedules to accompany 1997 Form 5500 Annual Report of Employee Benefit Plan under the Employee Retirement Savings Act of 1974 (the "ERISA of 1974") as of December 31, 1997 and 1996 and for the year ended December 31, 1997. 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 or 8-B of Genzyme Corporation were filed under Commission File No. 0-14680. ** Confidential treatment has been granted or requested for the deleted portions of Exhibits 10.20, 10.36, 10.37, 10.38, 10.39, 10.41, 10.44, 10.45 and 10.46. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS Exhibits 10.21 through 10.29 above are management contracts or compensatory plans or arrangements in which the executive officers or directors of Genzyme participate. 9 10 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. GENZYME CORPORATION Dated: June 30, 1998 By: /s/ DAVID J. MCLACHLAN ---------------------------------- DAVID J. MCLACHLAN Duly Authorized Officer and Executive Vice President, Finance Chief Financial Officer 10 11 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES - ------- ----------- ------------ *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. Filed as Exhibit 3.2 to Genzyme's Form 8-K dated December 31, 1991................................. *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 and Series C Junior Participating Preferred Stock, $.01 par value. Filed as Exhibit 3 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997................................ *4.3 -- Amended and Restated Rights Agreement dated as of June 12, 1997 between Genzyme and American Stock Transfer & Trust Company. Filed as Exhibit 5 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997................... *4.4 -- Specimen Callable Warrant to purchase Genzyme Common Stock issued to shareholders of Neozyme II. Filed as Exhibit 28.6 to Genzyme's Form 10-Q for the quarter ended March 31, 1992........................................................ *4.5 -- 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)..................................... *4.6 -- Genzyme Common Stock Purchase Warrant No. A-1 dated July 31, 1997 issued to Canadian Medical Discoveries Fund, Inc. ("CMDF"). Filed as Exhibit 10.2 to Genzyme's Form 10-Q for the quarter ended September 30, 1997........................ *4.7 -- Genzyme Common Stock Purchase Warrant No. A-2 dated July 31, 1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form 10-Q for the quarter ended September 30, 1997............... *4.8 -- Genzyme Common Stock Purchase Warrant No. A-3 dated July 31, 1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form 10-Q for the quarter ended September 30, 1997............... *4.9 -- Registration Rights Agreement dated as of July 31, 1997 by and between Genzyme and CMDF. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended September 30, 1997........................................................ *4.10 -- Genzyme Molecular Oncology Division Convertible Debenture dated August 29, 1997, including a schedule with respect thereto filed pursuant to Instruction 2 to Item 601 of Regulation S-K. Filed as Exhibit 10.6 to Genzyme's Form 10-Q for the quarter ended September 30, 1997.................... *4.11 -- 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.................................... *4.12 -- 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....................
11 12
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES - ------- ----------- ------------ *4.13 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. ("PharmaGenics") (File No. 0-20138)......................... *4.14 -- Form of Genzyme Corporation Convertible Note dated February 28, 1997 issued to Credit Suisse First Boston (Hong Kong) Ltd. ("CSFB")................................... *4.15 -- Registration Rights Agreement dated February 27, 1997 by and between Genzyme and CSFB............................. *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. ("BioSurface") 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...................
12 13
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES - ------- ----------- ------------ *10.11 -- Agreement of Limited Partnership dated as of September 13, 1989 between Genzyme Development Corporation II ("GDC 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)................... *10.12 -- Cross License Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners, L.P. ("GDP"). Filed as Exhibit 10(bb) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343)................... *10.13 -- Development Agreement dated as of September 13, 1989 between Genzyme and GDP. Filed as Exhibit 10(cc) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343)...... *10.14 -- Amendment No. 1 dated January 4, 1994 to Development Agreement dated as of September 13, 1989 between Genzyme and GDP. Filed as Exhibit 10.14 to Genzyme's Form 10-K for 1993........................................................ *10.15 -- Partnership Purchase Option Agreement dated as of September 13, 1989 between Genzyme, GDC II, GDP, 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)............................................... *10.16 -- Partnership Purchase Agreement, undated and unexecuted, between Genzyme Corporation, GDC II, GDP, 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)................... *10.17 -- Amended and Restated Joint Venture Agreement between Genzyme and GDP. Filed as Exhibit 10.1 to GDP's on Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554)............. *10.18 -- Tax Indemnification Agreement between Genzyme and GDP. Filed as Exhibit 10.2 to GDP's Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554)........................... *10.19 -- Marketing and Distribution Agreement between Genzyme and Genzyme Ventures II. Filed as Exhibit 10.3 to GDP's Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554).................................................... *10.20 -- 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.**............ *10.21 -- 1988 Director Stock Option Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33265).................................................. *10.22 -- 1990 Equity Incentive Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33249).................................................. *10.23 -- 1990 Employee Stock Purchase Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33291).................................................. *10.24 -- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33251).................................................. *10.25 -- 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.............................
13 14
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES - ------- ----------- ------------ *10.26 -- 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 10.32 to Genzyme's Form 10-K for 1993................................ *10.27 -- 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 10.33 to Genzyme's Form 10-K for 1993....................... *10.28 -- Consulting Agreement dated March 1, 1993 between Genzyme and Henry E. Blair. Filed as Exhibit 10.29 to Genzyme's 10-K for 1992. Consulting Agreement dated February 3, 1994 between Genzyme and Henry E. Blair. Filed as Exhibit 10.35 to Genzyme's Form 10-K for 1993................................ *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 -- Technology Transfer Agreement between Genzyme and Genzyme Transgenics Corporation ("GTC") dated as of May 1, 1993. Filed as Exhibit 2.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872).............................. *10.31 -- Research and Development Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872)................................................... *10.32 -- Services Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.2 to the Registration Statement on Form S-1 of GTC (File No. 33-62872)...................... *10.33 -- Series A Convertible Preferred Stock Purchase Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.5 to the Registration Statement on Form S-1 of GTC (File No. 33-62872)..................................... *10.34 -- Convertible Debt and Development Funding Agreement dated as of March 29, 1996 between Genzyme and GTC. Filed as Exhibit 10.39 to Genzyme's Form 10-K for 1995....................... *10.35 -- Amended and Restated Convertible Debt Agreement dated as of September 4, 1997 by and between Genzyme and GTC. Filed as Exhibit 10.4 to GTC's Form 10-Q for the quarter ended September 30, 1997 (File No. 0-21794)....................... *10.36 -- Amended and Restated Operating Agreement of ATIII LLC dated as of January 1, 1998 by and among Genzyme and GTC. Filed as Exhibit 10.52.1 to GTC's Form 10-K for 1997 (File No. 0-21794)**.................................................. *10.37 -- Purchase Agreement dated as of January 1, 1998 by and between Genzyme and GTC. Filed as Exhibit 10.52.2 to GTC's Form 10-K for 1997 (File No. 0-21794)**..................... *10.38 -- Collaboration Agreement dated as of January 1, 1997 by and among Genzyme, GTC and ATIII LLC. Filed as Exhibit 10.52.3 to GTC's Form 10-K for 1997 (File No. 0-21794) and incorporated herein by reference**.......................... *10.39 -- Common Stock Purchase Agreement between Argus Pharmaceuticals, Inc. and Genzyme Corporation dated as of September 10, 1993. Filed as Exhibit A to Schedule 13D filed by Genzyme on September 20, 1993**..........................
14 15
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES - ------- ----------- ------------ *10.40 -- Agreement and Plan of Reorganization dated as of July 25, 1994, as amended, among Genzyme, Phoenix Acquisition Corporation and BioSurface. Filed as Annex X to Genzyme's Registration Statement on Form S-4 (File No. 33-83346)...... *10.41 -- License and Development Agreement between Celtrix Pharmaceuticals, Inc. ("Celtrix") and Genzyme dated as of June 24, 1994. Filed as Exhibit 10.42 to Celtrix's Form 10-K for 1994**.................................................. *10.42 -- Common Stock Purchase Agreement dated as of June 24, 1994 between Celtrix and Genzyme. Filed as Exhibit A to Schedule 13D filed by Genzyme on July 5, 1994........................ *10.43 -- Credit Agreement dated November 14, 1996 among Genzyme and those of its subsidiaries party thereto, Fleet National Bank, as Administrative Agent, and The First National Bank of Boston, as Documentation Agent. Filed as Exhibit 10.39 to Genzyme's Form 10-K for 1996................................ *10.44 -- Collaboration Agreement dated as of June 17, 1997 by and among Genzyme, GelTex Pharmaceuticals, Inc. ("GelTex") and RenaGel LLC. Filed as Exhibit 10.18 to GelTex's Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872)**.... *10.45 -- Purchase Agreement dated as of June 17, 1997 by and between Genzyme and GelTex. Filed as Exhibit 10.19 to GelTex's Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872)**.................................................. *10.46 -- Operating Agreement of RenaGel LLC dated as of June 17, 1997 by and among Genzyme, GelTex and RenaGel, Inc. Filed as Exhibit 10.20 to GelTex's Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872)**.......................... *10.47 -- 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.................... *10.48 -- Composite copy of Agreement and Plan of Merger dated as of January 31, 1997, as amended, between Genzyme and PharmaGenics. Filed as Annex I to Genzyme's Registration Statement on Form S-4 (File No. 333-26351).................. *10.49 -- First Amendment to Credit Agreement and Consent to Subordination Terms dated as of March 3, 1997 by and among Genzyme and those of its subsidiaries party thereto, The First National Bank of Boston, as Administrative Agent, The First National Bank of Boston, as Administrative Agent, and the lenders identified on the signature pages thereto....... *10.50 -- Note Purchase Agreement by and between Genzyme and CSFB dated as of February 27, 1997. ............................. *13.1 -- Portions of the 1997 Genzyme General Annual Report incorporated by reference into Parts I and II of this Form 10-K. ...................................................... *13.2 -- Portions of the 1997 Genzyme Tissue Repair Annual Report incorporated by reference into Parts I and II of this Form 10-K. ...................................................... *13.3 -- Portions of the 1997 Genzyme Molecular Oncology Annual Report incorporated by reference into Parts I and II of this Form 10-K. ................................................. *21 -- Subsidiaries of the Registrant. ............................ *23.1 -- Consent of Coopers & Lybrand L.L.P. ........................ 23.2 -- Consent of Coopers & Lybrand L.L.P. relating to the Annual Report of the Genzyme Retirement Savings Plan on Form 11-K. Filed herewith.............................................. 17
15 16
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES - ------- ----------- ------------ *27 -- Financial Data Schedule for Genzyme Corporation............. *99.1 -- Management and Accounting Policies Governing the Relationship of Genzyme Divisions........................... 99.2 -- Genzyme Retirement Savings Plan financial statements and supplemental schedules to accompany 1997 Form 5500 Annual Report of Employee Benefit Plan under the Employee Retirement Income Security Act of 1974 (the "ERISA of 1974") as of December 31, 1997 and 1996 and for the year ended December 31, 1997. Filed herewith.............................................. 18-31
- --------------- * 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 or 8-B of Genzyme Corporation were filed under Commission File No. 0-14680. ** Confidential treatment has been granted or requested for the deleted portions of Exhibits 10.20, 10.36, 10.37, 10.38, 10.39, 10.41, 10.44, 10.45 and 10.46. 16 EX-23.2 2 CONSENT OF COOPERS & LYBRAND 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS To the Retirement Savings Plan Committee of the Genzyme Retirement Savings Plan: We consent to the incorporation by reference in the registration statement of Genzyme Corporation and the Genzyme Retirement Savings Plan on Form S-8 (File No. 33-21241) of our report, which includes an explanatory paragraph regarding the omitted disclosure of the single transactions in excess of 5% in the supplemental schedule of reportable transactions, dated June 25, 1998, on our audits of the financial statements and supplemental schedules of the Genzyme Retirement Savings Plan as of December 31, 1997 and 1996 and for the years then ended, which report is included in this Annual Report on Form 10-K/A. /s/ Coopers & Lybrand L.L.P. Boston, Massachusetts June 30, 1998 17 EX-99.2 3 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES 1 EXHIBIT 99.2 GENZYME RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES TO ACCOMPANY 1997 FORM 5500 ANNUAL REPORT OF EMPLOYEE BENEFIT PLAN UNDER ERISA OF 1974 AS OF DECEMBER 31, 1997 AND 1996 AND FOR THE YEAR ENDED DECEMBER 31, 1997 18 2 GENZYME RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS
Page(s) ------- Report of Independent Accountants 20 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1997 and 1996 21 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information for the Year Ended December 31, 1997 (with comparative totals for the year ended December 31, 1996) 22-24 Notes to Financial Statements 25-29 Supplemental Schedules: Line 27(a) - Schedule of Assets Held for Investment Purposes, December 31, 1997 30 Line 27(d) - Schedule of Reportable Transactions for the Year Ended December 31, 1997 31
Certain supplemental schedules required by the regulations of the ERISA of 1974 have been omitted for the reason that they are not applicable. 19 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Retirement Savings Plan Committee of the Genzyme Retirement Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of the Genzyme Retirement Savings Plan as of December 31, 1997 and 1996 and the related statement of changes in net assets available for plan benefits, with fund information for the year ended December 31, 1997. We previously audited and reported on the statement of changes in net assets available for plan benefits, with fund information for the year ended December 31, 1996, which condensed statement is presented for comparative purposes. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Genzyme Retirement Savings Plan as of December 31, 1997 and 1996, and the changes in net assets available for plan benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the index page on page 1 are presented for purposes 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. These supplemental schedules are the responsibility of the Plan's management. The fund information in the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. 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. The Plan has not presented the schedule of single reportable transactions. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income and Security Act of 1974. /s/ Coopers & Lybrand L.L.P. Boston, Massachusetts June 25, 1998 20 4 GENZYME RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, -------------------------------- ASSETS 1997 1996 Investments at fair value (Notes A and B): American Express Trust Income Fund $ -- $ 3,749,726 Fidelity Investment Grade Bond Fund -- 599,574 Fidelity Low Priced Stock Fund -- 3,620,524 Fidelity Magellan Fund -- 13,343,715 Fidelity Puritan Fund 13,253,730 9,583,748 CIGNA Stock Market Index Fund 17,232,517 -- Putnam Voyager Fund 593,527 -- PBHG Growth Fund 8,371,729 -- Templeton Foreign Fund 453,648 -- Genzyme General Division Stock Fund 5,302,373 3,842,594 Genzyme Tissue Repair Division Stock Fund 318,308 172,560 Participant Loan Fund 1,655,501 1,316,239 ----------- ----------- Total investments at fair value 47,181,333 36,228,680 Investments at contract value (Notes A and B): CIGNA Guaranteed Income Fund 270,473 -- CIGNA Guaranteed Securities Separate Account 5,648,078 -- ----------- ----------- Total investments at contract value 5,918,551 -- ----------- ----------- Total investments 53,099,884 36,228,680 Cash and cash equivalents 1,115 53,641 Receivables: Employee contribution 337,504 313,466 Employer contribution 47,422 57,757 Accrued interest 4,308 3,500 ----------- ----------- Total receivables 389,234 374,723 ----------- ----------- Total assets 53,490,233 36,657,044 ----------- ----------- Net assets available for plan benefits (Note D) $53,490,233 $36,657,044 =========== ===========
The accompanying notes are an integral part of these financial statements. 21 5 GENZYME RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For the Year Ended December 31, 1997 (with comparative totals for the year ended December 31, 1996)
Fund Information ------------------------------------------------------------------------------------------- American Fidelity CIGNA CIGNA Fidelity Express Investment Guaranteed Guaranteed Low Priced PBHG Trust Grade Securities Income Stock Growth Income Fund Bond Fund Separate Account Fund Fund Fund ----------- ----------- ---------------- ------------ ---------- --------- Additions: Employee contributions $ 151,263 $ 64,142 $ 550,108 $ 33,905 $ 500,800 $ 1,490,485 Employer contributions 17,530 7,807 72,586 4,653 52,412 174,538 Rollovers 13,087 10,290 101,090 10,913 25,877 157,610 Additions from merged plans (Note A) -- -- 1,144,328 -- -- 174,214 Investment income 2,660 12,683 225,743 7,086 116,155 -- Net appreciation (depreciation) in market value of investments 58,267 (6,066) -- -- 84,183 827,758 ----------- ----------- ----------- ----------- ----------- ----------- Total additions 242,807 88,856 2,093,855 56,557 779,427 2,824,605 Deductions: Benefit payments and withdrawals (391,908) (24,104) (269,295) (3,792) (143,602) (487,119) ----------- ----------- ----------- ----------- ----------- ----------- Total deductions (391,908) (24,104) (269,295) (3,792) (143,602) (487,119) ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) prior to interfund transfers (149,101) 64,752 1,824,560 52,765 635,825 2,337,486 Interfund transfers resulting from transfer of trustee (3,294,053) (647,980) 3,942,033 -- (6,451,274) 6,451,274 Interfund transfers (354,882) (27,848) (86,685) 223,402 2,147,645 (331,094) ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) (3,798,036) (611,076) 5,679,908 276,167 (3,667,804) 8,457,666 Net assets available for plan benefits at beginning of year 3,798,036 611,076 -- -- 3,667,804 -- ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for plan benefits at end of year $ -- $ -- $ 5,679,908 $ 276,167 $ -- $ 8,457,666 =========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 22 6 GENZYME RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For the Year Ended December 31, 1997 (with comparative totals for the year ended December 31, 1996)
Fund Information -------------------------------------------------------------------------------------- CIGNA Genzyme Fidelity Stock Fidelity Putnam Templeton General Magellan Market Puritan Voyager Foreign Division Fund Index Fund Fund Fund Fund Stock Fund ------------ ------------ ------------ ------------ ------------ ---------- Additions: Employee contributions $ 683,871 $ 1,887,416 $ 2,048,250 $ 88,298 $ 80,791 $ 731,734 Employer contributions 79,169 229,942 224,970 11,695 10,151 153,310 Rollovers 33,775 142,609 207,762 89,293 75,235 20,225 Additions from merged plans (Note A) -- 1,425,500 118,378 -- -- -- Investment income 262,772 -- 485,819 34,657 -- -- Net appreciation (depreciation) in market value of investments 440,632 2,523,308 1,848,078 (7,663) (21,790) 1,128,385 ------------ ------------ ------------ ------------ ------------ ------------ Total additions 1,500,219 6,208,775 4,933,257 216,280 144,387 2,033,654 Deductions: Benefit payments and withdrawals (1,055,915) (614,387) (1,192,326) (2,848) (4,816) (211,080) ------------ ------------ ------------ ------------ ------------ ------------ Total deductions (1,055,915) (614,387) (1,192,326) (2,848) (4,816) (211,080) ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) prior to interfund transfers 444,304 5,594,388 3,740,931 213,432 139,571 1,822,574 Interfund transfers resulting from transfer of trustee (11,985,724) 11,985,724 -- -- -- -- Interfund transfers (1,914,445) (233,200) (50,302) 393,426 322,876 (392,927) ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) (13,455,865) 17,346,912 3,690,629 606,858 462,447 1,429,647 Net assets available for plan benefits at beginning of year 13,455,865 -- 9,652,492 -- -- 3,904,486 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits at end of year $ -- $ 17,346,912 $ 13,343,121 $ 606,858 $ 462,447 $ 5,334,133 ============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements. 23 7 GENZYME RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For the Year Ended December 31, 1997 (with comparative totals for the year ended December 31, 1996)
Fund Information --------------------------------- Genzyme Tissue Repair Participant Totals Division Loan -------------------------------- Stock Fund Fund 1997 1996 ------------- --------------- ------------ ------------ Additions: Employee contributions $ 94,555 $ -- $ 8,405,618 $ 6,810,743 Employer contributions 48,548 -- 1,087,311 1,013,395 Rollovers -- -- 887,766 1,653,783 Additions from merged plans (Note A) -- 41,640 2,904,060 -- Investment income -- 112,687 1,260,262 3,117,990 Net appreciation (depreciation) in market value of investments (89,651) -- 6,785,441 (1,404,393) ------------ ------------ ------------ ------------ Total additions 53,452 154,327 21,330,458 11,191,518 Deductions: Benefit payments and withdrawals (27,176) (68,901) (4,497,269) (1,530,374) ------------ ------------ ------------ ------------ Total deductions (27,176) (68,901) (4,497,269) (1,530,374) ------------ ------------ ------------ ------------ Net increase (decrease) prior to interfund transfers 26,276 85,426 16,833,189 9,661,144 Interfund transfers resulting from transfer of trustee -- -- -- Interfund transfers 46,274 257,760 -- -- ------------ ------------ ------------ ------------ Net increase (decrease) 72,550 343,186 16,833,189 9,661,144 Net assets available for plan benefits at beginning of year 251,046 1,316,239 36,657,044 26,995,900 ------------ ------------ ------------ ------------ Net assets available for plan benefits at end of year $ 323,596 $ 1,659,425 $ 53,490,233 $ 36,657,044 ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements. 24 8 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS A. PLAN DESCRIPTION: The following description of the Genzyme Retirement Savings Plan (the "Plan"), formerly the Genzyme Corporation Retirement Savings 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 all 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. ("DSP"), an entity acquired by Genzyme during 1996, which has its own retirement savings plans that are still active. 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, 1997, 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 ("ERISA of 1974"). The Plan Administrator is the Retirement Savings Plan Committee of the Genzyme Board. Effective April 1, 1997, the Committee authorized a change in the Plan recordkeeper and trustee from the Pentad Corporation and BankBoston, respectively, to the CG Trust Company ("CIGNA"). INVESTMENT OPTIONS As a result of authorizing CIGNA to be the Plan trustee, certain investment options previously made available to Participants were no longer offered, specifically the American Express Trust Income Fund, the Fidelity Investment Grade Bond Fund, the Fidelity Low Priced Stock Fund and the Fidelity Magellan Fund. Participants retained the option to invest in the Genzyme General Division Stock Fund, the Genzyme Tissue Repair Division Stock Fund and the Fidelity Puritan Fund as investment options and, in addition, the CIGNA Guaranteed Income Fund, the CIGNA Guaranteed Securities Separate Account, the CIGNA Stock Market Index Fund, the Putnam Voyager Fund, the PBHG Growth Fund and the Templeton Foreign Fund were offered as investment options. The Fidelity Puritan Fund changed from a mutual fund to a pooled separate account as a result of the change in the Plan trustee. Participants determined, as of March 31, 1997, the reallocation of their respective investments in the discontinued investment funds amongst the remaining investment options. Participants may have invested in the following investment options in 1996 and 1997. The Fidelity Puritan Fund's investment objective emphasizes income and stability through investing in both stocks and bonds. The CIGNA Stock Market Index Fund invests primarily in large blue chip companies comprising the Standard & Poor's 500 index. The fund's investment principle is to provide long-term growth of capital and income. The CIGNA Stock Market Index Fund was made available to Participants as an investment option upon transfer of the assets from the Fidelity Magellan Fund. The Putnam Voyager Fund's investment objective is that of capital appreciation through investing in stocks of companies with growth potential. The PBHG Growth Fund's investment objective is that of capital appreciation associated with investing in small capitalization companies. The PBHG Growth Fund commenced as an investment option to Participants when the assets of the Fidelity Low Priced Stock Fund were transferred as a result of the change in the trustee. The Templeton Foreign Fund offers Participants an investment instrument with the objective of providing long-term capital growth through a combination of investing in stocks and debt obligations of companies and governments outside the United States. The Genzyme General Division Stock Fund (the "Genzyme General Stock Fund") is currently invested solely in shares of Genzyme General Division Common Stock ("GGD Stock"). Amounts contributed to the Genzyme General Stock Fund may be invested in other short-term investments pending the purchase of GGD Stock. The Genzyme Tissue Repair Division Stock Fund (the "GTR Stock Fund") is currently invested solely in shares of Genzyme Tissue Repair Division Common Stock ("GTR Stock"). This fund is available as an investment option of the Company match only. Amounts contributed to the GTR Stock Fund may be invested in other short-term investments pending the purchase of GTR Stock. The CIGNA Guaranteed Income Fund offers Participant's a fixed income fund provided to 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 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 6% during 1997. The crediting interest rate is based on an agreed-upon formula with the issuer but cannot be less than zero. The CIGNA Guaranteed Securities Separate Account became available as an investment option upon transfer of the assets from the American Express Trust Income Fund and the Fidelity Investment Grade Bond Fund. CIGNA maintains the contributions in a pooled account. The contract is included in the financial statements at contract value, which 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 6% during 1997. The crediting interest rate is based on an agreed-upon formula with the issuer but cannot be less than zero. The Plan is invested in two New England Guaranteed Investment Contracts which provide Participants with a guaranteed return on their assets. As of December 31, 1997, the two New England Guaranteed Investment Contracts were included in the CIGNA Guaranteed Separate Securities Account and had a contract value of $165,206 and $137,041, respectively. The average yield and crediting interest rates were approximately 6% during 1997. Investment Options discontinued at April 1, 1997: The American Express Trust Income Fund is a common/collective trust invested principally in guaranteed investment contracts. Fidelity Investment Grade Bond Fund is a mutual fund invested at least 80% of its assets in debt securities of all types. The balance of the assets may have been invested in preferred stocks. Fidelity Low Priced Stock Fund is a mutual fund invested primarily in aggressive "small-cap" equities. Fidelity Magellan Fund is a mutual fund held both stocks and bonds, and the investment objective emphasized long-term appreciation. 25 9 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS A. PLAN DESCRIPTION (CONTINUED): The CIGNA Guaranteed Securities Separate Account, Fidelity Puritan Fund, CIGNA Stock Market Index Fund, PBHG Growth Fund, and Genzyme General Division Stock Fund are each greater than 5% of the Plan's net Assets. EMPLOYEE CONTRIBUTIONS The Plan is a defined contribution plan. Eligible employees may elect, through salary reduction agreements, to have up to 18.75% or a maximum or $9,500 of their compensation 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. 26 10 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS A. PLAN DESCRIPTION (CONTINUED): EMPLOYER CONTRIBUTIONS Genzyme makes contributions to the Plan on behalf of a Participant for an amount equal to 25% of the Participant's contribution through salary reductions; however, employer matching contributions will not be made for contributions that exceed, in the aggregate, 5% of the Participant's annual compensation. Genzyme's contributions amounted to $1,087,311 and $1,013,395 for the years ended December 31, 1997 and 1996, respectively. 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. During 1997, Genzyme made no contributions to the Plan under the profit sharing or stock ownership programs. Participants may invest their contributions in any fund or funds in increments determined at their own discretion. Employer contributions are invested as directed by the Participants. 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 Guaranteed Income Fund. 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. BENEFITS Distributions upon retirement at age 59 1/2 or later, or death, are either made in a lump-sum payment or installments. If the benefits are distributed in installments, the installments may not extend over a period of time longer that the life expectancy of the Participant or, if longer, the joint and last survivor life expectancy of the Participant and designated beneficiary. Distributions upon termination are made in lump-sum payments. 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 age 59 1/2. New employees with funds held under a previous employer's qualified plan are permitted to invest such funds into the Plan. These contributions investments are classified as "rollovers". 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 determined by the Plan Administrator at the time of the loan. At December 31, 1997, all outstanding loans bear interest rates between 6% and 9% and mature through March 2017. A written repayment schedule specifies the date and payment amount necessary to amortize the loan. 27 11 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 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. INVESTMENT VALUATION AND INCOME RECOGNITION Investments in the PBHG Growth Fund, CIGNA Stock Market Index Fund, Fidelity Puritan Fund, Putnam Voyager Fund, Templeton Foreign Fund, Genzyme General Division Stock Fund and Genzyme Tissue Repair Stock Funds are stated at fair value, based on quoted market prices in an active market on the last business day of the Plan year. The CIGNA Guaranteed Securities Separate Account and the CIGNA Guaranteed Income Fund are valued at contract value which approximates fair value. Participant loans are valued at cost which approximates fair 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 investment is based on average cost. INVESTMENT INCOME Dividend and interest income are recorded as earned on 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 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. RECLASSIFICATIONS Certain items in the prior year financial statements have been reclassified to conform with the current year presentation. 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 Participants' account balances and the amounts reported in the Statements of Net Assets Available for Plan Benefits. 28 12 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS C. QUALIFICATION UNDER THE INTERNAL REVENUE CODE: The Internal Revenue Service has determined and informed the Company by a letter dated May 25, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Code. The Plan has been amended since receiving the determination letter. However, the Plan Administrator 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. D. AMENDMENT OR TERMINATION: 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 nonforfeitable 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 transfer of assets or liabilities of the Plan may reduce the Participants' 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 Participants' rights to benefits will remain fully vested. E. RELATED PARTY: Certain plan investments are shares of funds 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 $6,000 for the year ended December 31, 1997. 29 13 GENZYME RETIREMENT SAVINGS PLAN LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1997
HISTORICAL MARKET IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT SHARES COST VALUE ----------------- ------------------------- ------ ---- ----- * CIGNA Guaranteed Income Fund 10,163 $ 270,473 $ 270,473 * CIGNA Fidelity Puritan 491,624 11,939,399 13,253,730 * CIGNA Stock Market Index 338,725 14,886,362 17,232,517 Putnam Voyager Fund 31,043 564,768 593,527 * CIGNA PBHG Growth Fund 329,725 7,690,845 8,371,729 * CIGNA Templeton Foreign Fund 99,268 461,323 453,648 * Genzyme General Division Common Stock 191,012 4,021,376 5,302,373 * Genzyme Tissue Repair Division Common Stock 46,299 581,732 318,308 The New England Guaranteed Investment Contract - 137,041 137,041 The New England Guaranteed Investment Contract - 165,206 165,206 * CIGNA Guaranteed Separate Securities Account 216,373 5,345,831 5,345,831 * Participant Loan Fund Loans with interest rates between 6% and 9% maturing through March 2017 1,655,501 1,655,501 ------------ ------------ $ 47,719,857 $ 53,099,884 ============ ============
* Denotes party-in-interest. 30 14 GENZYME RETIREMENT SAVINGS PLAN LINE 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS For the Year Ended December 31, 1997
Historical Current Value Number of Purchase Selling Cost of at Date of Gain Transactions Description of Assets Price Price Assets Transaction (Loss) in the Series Series of transaction in excess of 5% of the current value of plan assets at the beginning of the plan year: American Express Trust Income Fund $ 193,491 N/A $ 193,491 $ 193,491 - 10 American Express Trust Income Fund N/A $ 3,955,329 3,943,217 3,955,329 $ 12,112 7 CIGNA Guaranteed Securities Separate Fund 5,910,605 N/A 5,910,605 5,910,605 - 69 CIGNA Guaranteed Securities Separate Fund N/A 730,232 730,232 730,232 - 95 Fidelity Puritan Pooled Separate Account 12,846,849 N/A 12,846,849 12,846,849 - 87 Fidelity Puritan Pooled Separate Account N/A 981,736 907,450 981,736 74,286 104 CIGNA Stock Market Index Fund 16,089,262 N/A 16,089,262 16,089,262 - 103 CIGNA Stock Market Index Fund N/A 1,368,608 1,222,900 1,368,608 145,708 112 PBHG Growth Fund 8,708,937 N/A 8,708,937 8,708,937 - 100 PBGH Growth Fund N/A 1,154,839 1,018,092 1,154,839 136,747 97 Templeton Foreign Fund 1,176,629 N/A 1,176,629 1,176,629 - 75 Templeton Foreign Fund N/A 701,242 715,306 701,242 (14,064) 33 Fidelity Low-Priced Stock Fund 2,611,796 N/A 2,611,796 2,611,796 - 14 Fidelity Low-Priced Stock Fund N/A 6,316,879 6,232,321 6,316,879 84,558 4 Fidelity Magellan Fund 521,424 N/A 521,424 521,424 - 13 Fidelity Magellan Fund N/A 14,347,346 13,865,138 14,347,346 482,208 9 Fidelity Puritan Fund Mutual Fund 1,061,746 N/A 1,061,746 1,061,746 - 16 Fidelity Puritan Fund Mutual Fund N/A 11,103,218 10,645,493 11,103,218 457,725 6 CIGNA Guaranteed Income Fund 1,125,695 N/A 1,125,695 1,125,695 - 63 CIGNA Guaranteed Income Fund N/A 862,180 862,180 862,180 - 32
31 -----END PRIVACY-ENHANCED MESSAGE-----