GENZYME CORP
424B3, 1999-03-17
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<PAGE>   1
                                                FILED PURSUANT TO RULE 424(b)(3)
                                                      REGISTRATION NO. 333-59513

PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED SEPTEMBER 18, 1998
                                                      
 
                                 [GENZYME 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.
 
                            ------------------------
 
     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.
 
                            ------------------------
 
     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 MARCH 17, 1999.
 
  Genzyme Corporation - One Kendall Square - Cambridge, Massachusetts 02139 -
                                 (617) 252-7500
<PAGE>   2
 
                            SELLING SECURITYHOLDERS
 
     The information in the following table is presented as of March 16, 1999
and supersedes in part the information in the table appearing under the heading
"Selling Securityholders" in the prospectus:
 
<TABLE>
<CAPTION>
                         PRINCIPAL AMOUNT                   NUMBER OF SHARES
                             OF NOTES                        OF GGD STOCK+        NUMBER OF SHARES OF
                           BENEFICIALLY     PERCENTAGE OF     BENEFICIALLY        GGD STOCK+ ISSUABLE
                            OWNED THAT          NOTES        OWNED PRIOR TO     UPON CONVERSION OF THE
         NAME              MAY BE SOLD       OUTSTANDING        OFFERING       NOTES THAT MAY BE SOLD(1)
         ----            ----------------   -------------   ----------------   -------------------------
<S>                      <C>                <C>             <C>                <C>
Donaldson, Lufkin &
  Jenrette Securities
  Corporation..........       50,000               *               0                     1,262
Goldman Sachs &
  Company(2)...........      950,000               *               0                    23,989
</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 $500,000 principal amount of the notes acquired
    after January 25, 1999.
 
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