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PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
TO PROSPECTUS DATED SEPTEMBER 18, 1998 REGISTRATION NO. 333-59513
[GENZYME CORPORATION LOGO]
$250,000,000 PRINCIPAL AMOUNT OF
5 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2005
6,313,131 SHARES OF GENZYME GENERAL DIVISION COMMON STOCK
Genzyme previously issued $250,000,000 principal amount of 5 1/4%
convertible subordinated notes due 2005. Holders of these notes can convert
principal into shares of Genzyme General Division Common Stock. This prospectus
supplement relates to sales of these notes and such shares.
A copy of the prospectus dated September 18, 1998 should be delivered to
you together with this prospectus supplement. In deciding whether to invest, you
should carefully review the information in the prospectus and this prospectus
supplement.
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INVESTING IN THE 5 1/4% CONVERTIBLE SUBORDINATED NOTES AND SHARES OF
GENZYME GENERAL DIVISION COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY READ AND CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE
PROSPECTUS.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER 16, 1998.
Genzyme Corporation - One Kendall Square - Cambridge, Massachusetts 02139 -
(617) 252-7500
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SELLING SECURITYHOLDERS
The information in the following table is presented as of October 15, 1998
and supersedes in part the information in the table appearing under the heading
"Selling Securityholders" in the prospectus:
<TABLE>
<CAPTION>
NUMBER OF
PRINCIPAL AMOUNT SHARES OF NUMBER OF SHARES OF
OF NOTES GGD STOCK(+) GGD STOCK(+) ISSUABLE
BENEFICIALLY PERCENTAGE BENEFICIALLY UPON CONVERSION OF
OWNED THAT OF NOTES OWNED PRIOR TO THE NOTES THAT
NAME MAY BE SOLD OUTSTANDING OFFERING MAY BE SOLD(1)
---- ---------------- ------------- ---------------- ---------------------
<S> <C> <C> <C> <C>
BancBoston Robertson Stephens......... $2,900,000 1.2 0 73,232
Chartwell Dividend & Income Fund,
Inc................................. 1,000,000 * 0 25,252
Delta Air Lines Master Trust (Calamos
Asset Management, Inc.)............. 2,775,000 1.1 0 70,075
Delta Air Lines Master Trust (Oaktree
Capital Management, LLC)(2)......... 1,250,000 * 0 31,565
McMahan Securities Company, L.P....... 20,000 * 0 505
National Union Fire Insurance Company
of Pittsburgh (GEM Capital
Management, Inc.)................... 2,500,000 1.0 0 63,131
National Union Fire Insurance Company
of Pittsburgh (Zazove Associates)... 1,000,000 * 0 25,252
NationsBanc Montgomery Securities,
LLC................................. 5,000,000 2.0 0 126,262
OCM Convertible Trust(3).............. 2,730,000 1.1 0 68,939
Partner Reinsurance Company,
Ltd.(4)............................. 540,000 * 0 13,636
Raytheon Company Master Pension
Trust(5)............................ 1,460,000 * 0 36,868
State Employees' Retirement Fund of
the State of Delaware(6)............ 1,005,000 * 0 25,378
State of Connecticut Combined
Investment Funds(7)................. 3,555,000 1.4 0 89,772
Teachers Insurance and Annuity
Association of America.............. 4,000,000 1.6 0 101,010
Vanguard Convertible Securities Fund,
Inc.(8)............................. 2,360,000 * 0 59,595
</TABLE>
- ---------------
+ Genzyme General Division Common Stock.
* Less than 1%.
(1) Assumes conversion of the full amount of notes held by such holder at the
initial rate of 25.2525 shares of Genzyme General Division Common Stock per
$1,000 in principal amount of the notes. The conversion rate and the number
of shares of Genzyme General Division Common Stock issuable upon conversion
of the notes may be adjusted under certain circumstances. See "DESCRIPTION
OF NOTES -- Conversion Rights" beginning on page 16 of the prospectus.
Accordingly, the number of shares of Genzyme General Division Common Stock
issuable upon conversion of the notes may increase or decrease from time to
time. Under the terms of Genzyme's Indenture dated May 22, 1998, fractional
shares will not be issued upon conversion of the notes; cash will be paid
instead of fractional shares, if any.
(2) Represents an additional $150,000 principal amount of the notes acquired
after September 11, 1998.
(3) Represents an additional $330,000 principal amount of the notes acquired
after September 11, 1998.
(4) Represents an additional $40,000 principal amount of the notes acquired
after September 11, 1998.
(5) Represents an additional $170,000 principal amount of the notes acquired
after September 11, 1998.
(6) Represents an additional $115,000 principal amount of the notes acquired
after September 11, 1998.
(7) Represents an additional $405,000 principal amount of the notes acquired
after September 11, 1998.
(8) Represents an additional $290,000 principal amount of the notes acquired
after September 11, 1998.
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