-----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, WG52yrBYW4vsZpIEB3MHK6A4kw7TCypc1Wyw+rFbi2+moamKk9sZQsaS4D3C0R+Y sJ+dTHJ2uBRL5dfW8dPAdA== 0000950135-99-003373.txt : 19990701 0000950135-99-003373.hdr.sgml : 19990701 ACCESSION NUMBER: 0000950135-99-003373 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 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: 99656408 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, 1998 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, 1999: $3,872,522,549 Number of shares of the Registrant's GGD Stock outstanding as of March 1, 1999: 81,953,196 Number of shares of the Registrant's GTR Stock outstanding as of March 1, 1999: 22,292,811 Number of shares of the Registrant's GMO Stock outstanding as of March 1, 1999: 12,668,989 ------------------------ 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, 1998 were incorporated by reference into Parts I and II of this Form 10-K, as amended under Amendment No. 1, and portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders held on May 26, 1999 are incorporated by reference into Part III of this Form 10-K. 2 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, 1998 (as amended, hereinafter referred to as this "Annual Report on Form 10-K"). Item 14 is hereby amended as follows: - Exhibit 23.2, Consent of PricewaterhouseCoopers LLP, independent accountants, relating to the Annual Report of Genzyme Corporation Retirement Savings Plan (the "Plan") is filed herewith. - Exhibit 99.2 to include information, financial statements and exhibits required by Form 11-K related to the Plan is filed herewith. 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 and Genzyme Corporation and subsidiaries are incorporated by reference from the 1998 Genzyme General Annual Report:
PAGE* ----- GENZYME GENERAL Combined Statements of Operations -- For the Years Ended December 31, 1998, 1997 and 1996................ 11 Combined Balance Sheets -- December 31, 1998 and 1997.................................................. 13 Combined Statements of Cash Flows -- For the Years Ended December 31, 1998, 1997 and 1996................ 14 Notes to Combined Financial Statements................. 16 Report of Independent Accountants...................... 31 GENZYME CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations -- For the Years Ended December 31, 1998, 1997 and 1996................ 47 Consolidated Balance Sheets -- December 31, 1998 and 1997.................................................. 50 Consolidated Statements of Cash Flows -- For the Years Ended December 31, 1998, 1997 and 1996................ 52 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1998, 1997 and 1996.......... 54 Notes to Consolidated Financial Statements............. 57 Report of Independent Accountants...................... 91
- --------------- * References are to page numbers in the 1998 Genzyme General Annual Report. The financial statements (and related notes) are incorporated by reference from the 1998 Genzyme General Annual Report. The following financial statements (and related notes) of GTR are incorporated by reference from the 1998 GTR Annual Report:
PAGE* ----- Combined Statements of Operations -- For the Years Ended December 31, 1998, 1997 and 1996.......................... 103 Combined Balance Sheets -- December 31, 1998 and 1997....... 104 Combined Statements of Cash Flows -- For the Years Ended December 31, 1998, 1997 and 1996.......................... 105 Notes to Combined Financial Statements...................... 106 Report of Independent Accountants........................... 115
- --------------- * References are to page numbers in the 1998 GTR Annual Report. The financial statements (and related notes) are incorporated by reference from the 1998 GTR Annual Report. 4 The following financial statements (and related notes) of GMO are incorporated by reference from the 1998 GMO Annual Report:
PAGE* ----- Combined Statements of Operations -- For the Years Ended December 31, 1998, 1997 and 1996.......................... 127 Combined Balance Sheets -- December 31, 1998 and 1997....... 128 Combined Statements of Cash Flows -- For the Years Ended December 31, 1998, 1997 and 1996.......................... 129 Notes to Combined Financial Statements...................... 130 Report of Independent Accountants........................... 140
- --------------- * References are to page numbers in the 1998 GMO Annual Report. The financial statements (and related notes) are incorporated by reference from the 1998 GMO Annual Report. 2. FINANCIAL STATEMENT SCHEDULES The schedules listed below for Genzyme General, GTR, GMO and Genzyme Corporation and Subsidiaries are filed as part of this Annual Report on Form 10-K:
PAGE* ----- GENZYME GENERAL Schedule II -- Valuation and Qualifying Accounts....... 32 GTR Schedule II -- Valuation and Qualifying Accounts....... 141 GENZYME CORPORATION AND SUBSIDIARIES Schedule II -- Valuation and Qualifying Accounts....... 92
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 GTR Combined Financial Statements or notes thereto or (iii) the Genzyme Corporation and Subsidiaries Consolidated Financials or notes thereto. 5 3. EXHIBITS The exhibits are listed below under Part IV, Item 14(c) of this report. (B) REPORTS ON FORM 8-K On October 27, 1998, Genzyme Corporation filed a Current Report on Form 8-K to announce the dividend of shares of GMO Stock to holders of GGD Stock, the release from escrow of shares of GMO Stock held by the former stockholders of PharmaGenics, Inc. and the listing of the GMO Stock on the Nasdaq National Market. On March 17, 1999, Genzyme Corporation filed a Current Report on Form 8-K to announce that the Genzyme Board had authorized the renewal of Genzyme's shareholder rights plan, which became effective on March 28, 1999, which was the date on which the previous rights plan expired. (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 -- Renewed Rights Agreement dated as of March 16, 1999 between Genzyme and American Stock Transfer & Trust Company. Filed as Exhibit 4 to Genzyme's Current 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 -- 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 *4.6 -- 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 *4.7 -- 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 *4.8 -- 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 *4.9 -- 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 *4.10 -- 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 *4.11 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. ("PharmaGenics") (File No. 0-20138)
6
EXHIBIT NO. DESCRIPTION - ------- ----------- *4.12 -- Form of Genzyme Corporation Convertible Note dated February 28, 1997 issued to Credit Suisse First Boston (Hong Kong) Ltd. ("CSFB"). Filed as Exhibit 4.14 to Genzyme's Form 10-K/A for 1997 *4.13 -- 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) *4.14 -- 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) *4.15 -- 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. ("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
7
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 ("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) *10.13 -- 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) *10.14 -- 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) *10.15 -- 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 *10.16 -- 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) *10.17 -- 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) *10.18 -- Amended and Restated Joint Venture Agreement between Genzyme and GDP. Filed as Exhibit 10.1 to GDP's Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554) *10.19 -- 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) *10.20 -- 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) *10.21 -- 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. *10.23 -- 1990 Equity Incentive Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33249) *10.24 -- 1990 Employee Stock Purchase Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33291) *10.25 -- 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
8
EXHIBIT NO. DESCRIPTION - ------- ----------- *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 herewith *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 herewith *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. *10.31 -- Consulting Agreement dated December 31, 1998 between Genzyme and Robert J. Carpenter. *10.32 -- Consulting Agreement dated July 1, 1998 between Genzyme and Henry E. Blair. *10.33 -- 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) *10.34 -- 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) *10.35 -- 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) *10.36 -- 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) *10.37 -- Second Amended and Restated Convertible Debt Agreement dated as of December 28, 1998 by and between Genzyme and GTC. *10.38 -- 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)** *10.39 -- 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)** *10.40 -- 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** *10.41 -- 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** *10.42 -- 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) *10.43 -- 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**
9
EXHIBIT NO. DESCRIPTION - ------- ----------- *10.44 -- 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 *10.45 -- 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 *10.46 -- 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, Fleet National Bank, as Administrative Agent, The First National Bank of Boston, as Documentation Agent, and the lenders identified in the signature pages thereto. Filed as Exhibit 10.49 to Genzyme's Form 10-K/A for 1997 *10.47 -- Second Amendment to Credit Agreement dated as of April 15, 1998 by and among Genzyme and those of its subsidiaries party thereto, Fleet National Bank, as Administrative Agent, The First National Bank of Boston, as Documentation Agent, and the lenders identified in the signature pages thereto. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended June 30, 1998 *10.48 -- Note Purchase Agreement by and between Genzyme and CSFB dated of February 27, 1997. Filed as Exhibit 10.50 to Genzyme's Form 10-K/A for 1997 *10.49 -- 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)** *10.50 -- 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)** *10.51 -- 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) *10.52 -- 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 *13.1 -- Portions of the 1998 Genzyme General Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.2 -- Portions of the 1998 Genzyme Tissue Repair Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. *13.3 -- Portions of the 1998 Genzyme Molecular Oncology Annual Report 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 PricewaterhouseCoopers LLP relating to the Annual Report of Genzyme Corporation Retirement Savings Plan on Form 10-K/A. 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 1998 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, 1998 and 1997 and for the year ended December 31, 1998. 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. 10 ** Confidential treatment has been granted for the deleted portions of Exhibits 10.21, 10.38-10.41, 10.43, 10.49 and 10.50. 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. 11 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 30, 1999 GENZYME CORPORATION By: /s/ Michael S. Wyzga ---------------------------------- Michael S. Wyzga Senior Vice President, Finance and Chief Financial Officer 12 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 -- Renewed Rights Agreement dated as of March 16, 1999 between Genzyme and American Stock Transfer & Trust Company. Filed as Exhibit 4 to Genzyme's Current 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 -- 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........................ *4.6 -- 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............... *4.7 -- 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............... *4.8 -- 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........................................................ *4.9 -- 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.................................... *4.10 -- 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.................... *4.11 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. ("PharmaGenics") (File No. 0-20138)......................... *4.12 -- Form of Genzyme Corporation Convertible Note dated February 28, 1997 issued to Credit Suisse First Boston (Hong Kong) Ltd. ("CSFB"). Filed as Exhibit 4.14 to Genzyme's Form 10-K/A for 1997............................................. *4.13 -- 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).....
13
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES - ------- ----------- ------------ *4.14 -- 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).............................................. *4.15 -- 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. ("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...............................................
14
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES - ------- ----------- ------------ *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. Filed herewith..................... *10.12 -- 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)................... *10.13 -- 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)................... *10.14 -- 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)...... *10.15 -- 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........................................................ *10.16 -- 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)............................................... *10.17 -- 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)................... *10.18 -- Amended and Restated Joint Venture Agreement between Genzyme and GDP. Filed as Exhibit 10.1 to GDP's Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554)............. *10.19 -- 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)........................... *10.20 -- 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).................................................... *10.21 -- 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. ........................... *10.23 -- 1990 Equity Incentive Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33249)..................................................
15
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES - ------- ----------- ------------ *10.24 -- 1990 Employee Stock Purchase Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33291).................................................. *10.25 -- 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 herewith................... *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 herewith.................................................... *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. ............................... *10.31 -- Consulting Agreement dated December 31, 1998 between Genzyme and Robert J. Carpenter. ................................... *10.32 -- Consulting Agreement dated July 1, 1998 between Genzyme and Henry E. Blair. ............................................ *10.33 -- 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).............................. *10.34 -- 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)................................................... *10.35 -- 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)...................... *10.36 -- 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)..................................... *10.37 -- Second Amended and Restated Convertible Debt Agreement dated as of December 28, 1998 by and between Genzyme and GTC...... *10.38 -- 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)**.................................................. *10.39 -- 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)**.....................
16
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES - ------- ----------- ------------ *10.40 -- 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**.......................... *10.41 -- 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**.......................... *10.42 -- 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)...... *10.43 -- 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**.................................................. *10.44 -- 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........................ *10.45 -- 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................................ *10.46 -- 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, Fleet National Bank, as Administrative Agent, The First National Bank of Boston, as Documentation Agent, and the lenders identified in the signature pages thereto. Filed as Exhibit 10.49 to Genzyme's Form 10-K/A for 1997..................... *10.47 -- Second Amendment to Credit Agreement dated as of April 15, 1998 by and among Genzyme and those of its subsidiaries party thereto, Fleet National Bank, as Administrative Agent, The First National Bank of Boston, as Documentation Agent, and the lenders identified in the signature pages thereto. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended June 30, 1998......................................... *10.48 -- Note Purchase Agreement by and between Genzyme and CSFB dated of February 27, 1997. Filed as Exhibit 10.50 to Genzyme's Form 10-K/A for 1997.............................. *10.49 -- 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)**.... *10.50 -- 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)**.................................................. *10.51 -- 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)............................
17
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES - ------- ----------- ------------ *10.52 -- 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.................... *13.1 -- Portions of the 1998 Genzyme General Annual Report incorporated by reference into Parts I and II of this Form 10-K/A...................................................... *13.2 -- Portions of the 1998 Genzyme Tissue Repair Annual Report incorporated by reference into Parts I and II of this Form 10-K/A...................................................... *13.3 -- Portions of the 1998 Genzyme Molecular Oncology Annual Report 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 PricewaterhouseCoopers LLP relating to the Annual Report of Genzyme Corporation Retirement Savings Plan on Form 10-K/A. 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 1998 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, 1998 and 1997 and for the year ended December 31, 1998. 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 for the deleted portions of Exhibits 10.21, 10.38-10.41, 10.43, 10.49 and 10.50. EX-23.2 2 CONSENT OF PRICEWATERHOUSECOOPERS, LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the registration statement of Genzyme Corporation on Form S-8 (File No. 33-21241) of our report, dated June 16, 1999 relating to the financial statements and supplemental schedules of the Genzyme Corporation Retirement Savings Plan, which appears in this Annual Report on Form 10-K/A. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts June 30, 1999 EX-99.2 3 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES 1 EXHIBIT 99.2 GENZYME RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES TO ACCOMPANY 1998 FORM 5500 ANNUAL REPORT OF EMPLOYEE BENEFIT PLAN UNDER ERISA OF 1974 AS OF DECEMBER 31, 1998 AND 1997 AND FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 2 GENZYME RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS PAGE(S) Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1998 and 1997 3 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information for the Year Ended December 31, 1998 (with comparative totals for the year ended December 31, 1997) 4 Notes to Financial Statements 6 Supplemental Schedules: Line 27(a) - Schedule of Assets Held for Investment Purposes, December 31, 1998 11 Line 27(d) - Schedule of Reportable Transactions for the Year Ended December 31, 1998 12 Certain supplemental schedules required by the regulations of the ERISA of 1974 have been omitted for the reason that they are not applicable. 1 3 REPORT OF INDEPENDENT ACCOUNTANTS Report of Independent Accountants To the Retirement Savings Plan Committee of the Genzyme Retirement Savings Plan: In our opinion, the accompanying statements of net assets available for plan benefits and the related statements 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 at December 31, 1998 and 1997, and the changes in net assets available for plan benefits, with fund information for the year ended December 31, 1998, in conformity with generally accepted accounting principles. 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, 1997, 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 of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the index 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. 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 are the responsibility of the Plan's Management. These 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/ PricewaterhouseCoopers LLP Boston, Massachusetts June 16, 1999 2 4 GENZYME RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, -------------------------- ASSETS 1998 1997 Investments at fair value (Notes A and B): Fidelity Puritan Fund $17,004,534 $13,253,730 CIGNA Stock Market Index Fund 24,442,820 17,232,517 Putnam Voyager Fund 2,847,365 593,527 PBHG Growth Fund 9,586,163 8,371,729 Templeton Foreign Fund 838,880 453,648 Genzyme General Division Stock Fund 10,649,046 5,302,373 Genzyme Tissue Repair Division Stock Fund 190,038 318,308 Participant Loan Fund 1,608,827 1,655,501 ----------- ----------- Total investments at fair value 67,167,673 47,181,333 Investments at contract value (Notes A and B): CIGNA Guaranteed Income Fund 1,875,662 270,473 CIGNA Guaranteed Securities Separate Account 6,204,881 5,648,078 ----------- ----------- Total investments at contract value 8,080,543 5,918,551 ----------- ----------- Total investments 75,248,216 53,099,884 Cash and cash equivalents 4,118 1,115 Receivables: Employee contribution 283,874 337,504 Employer contribution 41,307 47,422 Accrued interest 563 4,308 ----------- ----------- Total receivables 325,744 389,234 ----------- ----------- Total assets 75,578,078 53,490,233 ----------- ----------- Net assets available for plan benefits (Note D) $75,578,078 $53,490,233 =========== =========== The accompanying notes are an integral part of these financial statements. 3 5 GENZYME RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION for the year ended December 31, 1998 (with comparative totals for the year ended December 31, 1997)
Fund Information ---------------------------------------------------------------------------------------- CIGNA CIGNA CIGNA Guaranteed Guaranteed Fidelity Stock Market Putnam PBHG Securities Income Puritan Index Voyager Growth Separate Fund Fund Fund Fund Fund Fund ------------- ------------ ------------ ------------ ------------ ------------ Additions: Employee contributions $ 641,635 $ 243,249 $ 2,071,141 $ 2,721,677 $ 559,158 $ 1,930,472 Employer contributions 611,053 35,752 254,605 347,162 71,220 245,471 Rollovers 217,932 118,432 277,765 319,009 475,384 122,794 Additions from merged plans (Note A) -- -- -- -- -- -- Investment income 325,821 70,162 -- -- 186,103 -- Net appreciation (depreciation) in market value of investments -- -- 2,322,280 5,175,663 202,663 160,596 ------------ ------------ ------------ ------------ ------------ ------------ Total additions 1,796,441 467,595 4,925,791 8,563,511 1,494,528 2,459,333 Deductions: Benefit payments and withdrawals (554,589) (159,210) (906,393) (1,550,765) (92,896) (724,667) Participant expenses (4,295) (296) (3,380) (3,905) (79) (675) ------------ ------------ ------------ ------------ ------------ ------------ Total deductions (558,884) (159,506) (909,773) (1,554,670) (92,975) (725,342) ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) prior to interfund transfers 1,237,557 308,089 4,016,018 7,008,841 1,401,553 1,733,991 Interfund transfers (691,363) 1,304,546 (282,879) 183,414 864,899 (544,908) ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) 546,194 1,612,635 3,733,139 7,192,255 2,266,452 1,189,083 Net assets available for plan benefits at beginning of year 5,679,908 276,167 13,343,121 17,346,912 606,858 8,457,666 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits at end of year $ 6,226,102 $ 1,888,802 $ 17,076,260 $ 24,539,167 $ 2,873,310 $ 9,646,749 ============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements. 4 6 GENZYME RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION for the year ended December 31, 1998 (with comparative totals for the year ended December 31, 1997)
Fund Information --------------------------------------------------------------------------------------- Genzyme Genzyme Templeton General Tissue Repair Participant Foreign Division Division Loan TOTALS Fund Stock Fund Stock Fund Fund 1998 1997 ------------ ------------ ------------ ------------ ------------ ------------ Additions: Employee contributions $ 290,962 $ 670,860 $ 584 $ -- $ 9,129,738 $ 8,405,618 Employer contributions 41,846 1,169,209 213,518 -- 2,989,836 1,087,311 Rollovers 58,452 191,584 -- -- 1,781,352 887,766 Additions from merged plans (Note A) -- -- -- -- -- 2,904,060 Investment income -- -- -- 129,702 711,788 1,260,262 Net appreciation (depreciation) in market value of investments (33,447) 4,621,046 (331,835) -- 12,116,966 6,785,441 ------------ ------------ ------------ ------------ ------------ ------------ Total additions 357,813 6,652,699 (117,733) 129,702 26,729,680 21,330,458 Deductions: Benefit payments and withdrawals (25,846) (436,627) (20,699) (150,860) (4,622,552) (4,487,758) Participant expenses (33) (3,630) (2,990) -- (19,283) (9,511) ------------ ------------ ------------ ------------ ------------ ------------ Total deductions (25,879) (440,257) (23,689) (150,860) (4,641,835) (4,497,269) ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) prior to interfund transfers 331,934 6,212,442 (141,422) (21,158) 22,087,845 16,833,189 Interfund transfers 56,179 (871,115) 11,855 (30,628) -- -- ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) 388,113 5,341,327 (129,567) (51,786) 22,087,845 16,833,189 Net assets available for plan benefits at beginning of year 462,447 5,334,133 323,596 1,659,425 53,490,233 36,657,044 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits at end of year $ 850,560 $ 10,675,460 $ 194,029 $ 1,607,639 $ 75,578,078 $ 53,490,233 ============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements. 5 7 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 plan that is 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, 1998, 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 (the "Committee"). INVESTMENT OPTIONS CIGNA, the Plan trustee, has made the following investment options available to Participants: the Genzyme General Division Stock Fund, the Genzyme Tissue Repair Division Stock Fund, the Fidelity Puritan Fund, 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. The Fidelity Puritan Fund changed from a mutual fund to a pooled separate account as a result of the change in the Plan trustee in 1997. The following investment options were made available during 1998: 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 CIGNA Stock Market Index 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 to provide capital appreciation through investing in stocks of companies with growth potential. The PBHG Growth Fund's investment objective is to provide capital appreciation through investing in small capitalization companies. 6 8 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS A. PLAN DESCRIPTION (CONTINUED): ----------------------------- 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 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 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 6.25% during 1998. The CIGNA Guaranteed Securities Separate Account 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 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 5.05% during 1998. 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 The New England Guaranteed Investment Contract which provides Participants with a guaranteed return on their assets. As of December 31, 1998, The New England Guaranteed Investment Contract was included in the CIGNA Guaranteed Securities Separate Account and had a contract value of $174,374. The average yield and crediting interest rates were approximately 5.55% during 1998. 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. 7 9 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS A. PLAN DESCRIPTION (CONTINUED): ----------------------------- 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 or $10,000 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. EMPLOYER CONTRIBUTIONS Genzyme makes contributions to the Plan on behalf of a Participant bi-weekly in an amount equal to at least 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 $1,347,058 and $1,087,311 for the years ended December 31, 1998 and 1997, 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. 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, Genzyme will contribute Genzyme General Division Common Stock equivalent to 1% of all employees' eligible compensation into the plan. During 1998, Genzyme contributed $1,642,778 to the Plan under the profit sharing and stock ownership programs. No contributions were made to the Plan under these programs during 1997. 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, 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. 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". 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, 1998, all loans bear interest rates between 6% and 9% and mature through May 2017. A written repayment schedule specifies the date and payment amount necessary to amortize the loan. 8 10 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 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 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 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. INVESTMENT INCOME Dividend and interest income is 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 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's account balances and the amounts reported in the Statements of Net Assets Available for Plan Benefits. 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. 9 11 GENZYME RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 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 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. 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 $8,000 for the year ended December 31, 1998. The Plan also paid fees to CIGNA of approximately $11,000 for administrative services. F. 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, 1998 1997 ---- ---- Net assets available for benefits per the financial statements $75,578,078 $53,490,233 Amounts payable to withdrawing participants (109,028) -- ----------- ----------- Net assets available for benefits per the Form 5500 $75,469,050 $53,490,233 =========== =========== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, 1998 ----------------- Benefits paid to participants per the financial statements $4,622,552 Add: Amounts allocated to withdrawing participants at December 31, 1998 109,028 ---------- Benefits paid to participants per the Form 5500 $4,731,580 ========== 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. 10 12 GENZYME RETIREMENT SAVINGS PLAN LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1998
FAIR OR HISTORICAL CONTRACT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT SHARES COST VALUE ----------------- ------------------------- ------ ---- ----- *CIGNA Guaranteed Income Fund 66,304 $ 1,875,662 $ 1,875,662 *CIGNA Fidelity Puritan 540,981 13,612,700 17,004,534 *CIGNA Stock Market Index 374,539 17,504,881 24,442,820 Putnam Voyager Fund 129,819 2,453,204 2,847,365 *CIGNA PBHG Growth 375,339 8,811,723 9,586,163 *CIGNA Templeton Foreign 76,346 836,697 838,880 * Genzyme General Division Common Stock 214,051 5,268,684 10,649,046 * Genzyme Tissue Repair Division Common Stock 84,461 749,965 190,038 The New England Guaranteed Investment Contract -- 174,374 174,374 *CIGNA Guaranteed Securities Separate Account 225,040 6,030,507 6,030,507 * Participant Loan Fund Loans with interest rates between 6% and 9% maturing through May 2017 1,608,827 1,608,827 ----------- ----------- $58,927,224 $75,248,216 =========== =========== * Denotes party-in-interest.
11 13 GENZYME RETIREMENT SAVINGS PLAN LINE 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1998
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 transactions in excess of 5% of the current value of plan assets at the beginning of the plan year: CIGNA Guaranteed Securities Separate Fund $2,055,206 N/A $2,055,206 $2,055,206 -- 94 CIGNA Guaranteed Securities Separate Fund N/A 1,682,835 1,682,835 1,682,835 -- 175 Fidelity Puritan Pooled Separate Account 3,270,414 N/A 3,270,414 3,270,414 -- 144 Fidelity Puritan Pooled Separate Account N/A 1,857,055 1,597,113 1,857,055 259,942 184 CIGNA Stock Market Index Fund 5,007,486 N/A 5,007,486 5,007,486 -- 181 CIGNA Stock Market Index Fund N/A 2,967,750 2,368,968 2,967,750 598,782 193 PBHG Growth Fund 2,860,355 N/A 2,860,355 2,860,355 -- 133 PBGH Growth Fund N/A 1,793,688 1,739,476 1,793,688 54,212 188 Templeton Foreign Fund 2,826,964 N/A 2,826,964 2,826,964 -- 153 Templeton Foreign Fund N/A 2,409,809 2,451,590 2,409,809 (41,781) 113 CIGNA Guaranteed Income Fund 4,817,886 N/A 4,817,886 4,817,886 -- 182 CIGNA Guaranteed Income Fund N/A 3,282,859 3,282,859 3,282,859 -- 113 Genzyme General Division Stock Fund 2,401,296 N/A 2,401,296 2,401,296 -- 110 Genzyme General Division Stock Fund N/A 1,561,587 1,153,988 1,561,587 407,599 175
12 -----END PRIVACY-ENHANCED MESSAGE-----