<PAGE>
Filed pursuant to Rule 424B3
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 27, 2000)
MILLENNIUM PHARMACEUTICALS, INC.
$400,000,000 Principal Amount 5.50% Convertible Subordinated Notes
Due January 15, 2007
9,507,840 Shares of Common Stock issuable upon conversion of the Notes
423,108 Shares of Common Stock issuable upon exercise of outstanding
warrants to purchase common stock
--------------------------
This prospectus supplement relates to resales by selling holders of:
- our 5.50% Convertible Subordinated Notes due January 15, 2007;
- our common stock into which the notes are convertible; and
- our common stock issuable upon exercise of warrants to
purchase our common stock held by GATX Capital Corporation and
MM Ventures
This prospectus supplement should be read in conjunction with the
prospectus dated April 27, 2000, which is to be delivered with this prospectus
supplement.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS TO READ ABOUT
FACTORS YOU SHOULD CONSIDER BEFORE BUYING THE NOTES OR OUR COMMON STOCK.
---------------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
---------------------
The information in the table appearing in the prospectus under the
heading "Selling Holders" is superseded in part by the information appearing in
the following table:
<TABLE>
<CAPTION>
Number of
Shares of Number of Percentage
Percentage Common Stock Shares of of Shares of
Notes Notes of the Notes Beneficially Number of Common Stock Common Stock
Beneficially Notes Beneficially Beneficially Owned Shares of Beneficially Beneficially
Selling Owned Prior Offered Owned After Owned After Prior to Common Stock Owned After Owned After
Securityholder to Offering Hereby Offering (1) the Offering Offering Offered Hereby Offering(1) Offering(1)
(in $1,000) (in $1,000) (in $1,000)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amoco Corp. 656 656 0 0 15,592 15,592 0 0
Master Trust
Arkansas 2,132 2,132 0 0 50,676 50,676 0 0
Teachers
Retirement
System
<PAGE>
<CAPTION>
Number of
Shares of Number of Percentage
Percentage Common Stock Shares of of Shares of
Notes Notes of the Notes Beneficially Number of Common Stock Common Stock
Beneficially Notes Beneficially Beneficially Owned Shares of Beneficially Beneficially
Selling Owned Prior Offered Owned After Owned After Prior to Common Stock Owned After Owned After
Securityholder to Offering Hereby Offering (1) the Offering Offering Offered Hereby Offering(1) Offering(1)
(in $1,000) (in $1,000) (in $1,000)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Associated 450 450 0 0 10,696 10,696 0 0
Electric & Gas
Insurance
Services Limited
Baptist Health 103 103 0 0 2,448 2,448 0 0
of South Florida
Boston Museum 83 83 0 0 1,972 1,972 0 0
of Fine Arts
Champion 393 393 0 0 9,341 9,341 0 0
International
Corp.
City University 87 87 0 0 2,067 2,067 0 0
of New York
Credit Suisse 2,818 2,818 0 0 66,982 66,982 0 0
First Boston
Corporation
David Lipscomb 105 105 0 0 2,495 2,495 0 0
University
General
Endowment
Deephaven 10,886 10,886 0 0 258,755 258,755 0 0
Domestic
Convertible
Trading Ltd
Deutsche Bank 30,700 30,700 0 0 729,726 729,726 0 0
Securities Inc.
Donaldson, 575 575 0 0 13,667 13,667 0 0
Lufkin &
Jenrette
Securities Corp.
Engineers Joint 289 289 0 0 6,869 6,869 0 0
Pension Fund
EQAT Alliance 2,955 2,955 0 0 70,239 70,239 0 0
Growth & Income
2
<PAGE>
<CAPTION>
Number of
Shares of Number of Percentage
Percentage Common Stock Shares of of Shares of
Notes Notes of the Notes Beneficially Number of Common Stock Common Stock
Beneficially Notes Beneficially Beneficially Owned Shares of Beneficially Beneficially
Selling Owned Prior Offered Owned After Owned After Prior to Common Stock Owned After Owned After
Securityholder to Offering Hereby Offering (1) the Offering Offering Offered Hereby Offering(1) Offering(1)
(in $1,000) (in $1,000) (in $1,000)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Equitable Life 1,925 1,925 0 0 45,756 45,756 0 0
Assurance
Separate
Account -
Convertible
EQAT Alliance 1,605 1,605 0 0 38,150 38,150 0 0
Growth Investors
Fidelity 8,250 8,250 0 0 196,099 196,099 0 0
Financial
Trust:
Fidelity
Convertible &
Securities Fund
Forest 109 109 0 0 2,590 2,590 0 0
Alternative
Strategies
Fund II LP A5M
Forest Fulcrum 900 900 0 0 21,392 21,392 0 0
Fund LP
Forest Global 6,625 6,625 0 0 157,473 157,473 0 0
Convertible
Fund A-5
Goldman Sachs 16,276 16,276 0 0 386,874 386,874 0 0
and Company
Grady Hospital 136 136 0 0 3,232 3,232 0 0
Helix 1,065 1,065 0 0 25,314 25,314 0 0
Convertible
Opportunities
Fund Ltd.
Helix 3,095 3,095 0 0 73,566 73,566 0 0
Convertible
Opportunities,
L.P.
HBK Master Fund 2,500 2,500 0 0 59,424 59,424 0 0
L.P.
Jeffries & Co. 656 656 0 0 15,592 15,592 0 0
Inc.
JAS Securities 1,500 1,500 0 0 35,654 35,654 0 0
3
<PAGE>
<CAPTION>
Number of
Shares of Number of Percentage
Percentage Common Stock Shares of of Shares of
Notes Notes of the Notes Beneficially Number of Common Stock Common Stock
Beneficially Notes Beneficially Beneficially Owned Shares of Beneficially Beneficially
Selling Owned Prior Offered Owned After Owned After Prior to Common Stock Owned After Owned After
Securityholder to Offering Hereby Offering (1) the Offering Offering Offered Hereby Offering(1) Offering(1)
(in $1,000) (in $1,000) (in $1,000)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.P. Morgan 7,054 7,054 0 0 167,670 167,670 0 0
Securities Inc.
KBC Financial 2,000 2,000 0 0 47,539 47,539 0 0
Products
Key Asset 350 350 0 0 8,319 8,319 0 0
Management,
Inc., as Agent
for the Victory
Convertible
Securities Fund
Lehman 148 148 0 0 3,517 3,517 0 0
Brothers, Inc.
Local 56 56 0 0 1,331 1,331 0 0
Initiatives
Support
Corporation
Lord Abbett 7,600 7,600 0 0 180,648 180,648 0 0
Bond Debenture
Fund
Lyxor Master 1,000 1,000 0 0 23,769 23,769 0 0
Fund c/o Forest
Investment
Management LLC
Maryland State 3,397 3,397 0 0 80,745 80,745 0 0
Retirement
System
McMahan 530 530 0 0 12,597 12,597 0 0
Securities
Co., L.P.
MFS Total 2,000 2,000 0 0 47,539 47,539 0 0
Return Fund
New Orleans 139 139 0 0 3,303 3,303 0 0
Firefighters
4
<PAGE>
<CAPTION>
Number of
Shares of Number of Percentage
Percentage Common Stock Shares of of Shares of
Notes Notes of the Notes Beneficially Number of Common Stock Common Stock
Beneficially Notes Beneficially Beneficially Owned Shares of Beneficially Beneficially
Selling Owned Prior Offered Owned After Owned After Prior to Common Stock Owned After Owned After
Securityholder to Offering Hereby Offering (1) the Offering Offering Offered Hereby Offering(1) Offering(1)
(in $1,000) (in $1,000) (in $1,000)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Nicholas-Applegate 738 738 0 0 17,541 17,541 0 0
Convertible Fund
Occidental 240 240 0 0 5,704 5,704 0 0
Petroleum
Physicians Life 226 226 0 0 5,371 5,371 0 0
Pilgrim 2,765 2,765 0 0 65,722 65,722 0 0
Convertible Fund
Q Opportunity 3,500 3,500 0 0 83,193 83,193 0 0
Fund Ltd.
Robertson 8,000 8,000 0 0 190,156 190,156 0 0
Stephens
S G Cowen 7,000 7,000 0 0 166,387 166,387 0 0
Securities Corp.
Sagamore Hill 6,250 6,250 0 0 148,560 148,560 0 0
Hub Fund Ltd.
San Diego City 580 580 0 0 13,786 13,786 0 0
Retirement
San Diego 1,408 1,408 0 0 33,467 33,467 0 0
County
Convertible
Shell Pension 376 376 0 0 8,937 8,937 0 0
Trust
The Common Fund 560 560 0 0 13,310 13,310 0 0
FAO Absolute
Return Fund
The Frist 285 285 0 0 6,774 6,774 0 0
Foundation
Tribeca 29,000 24,000 0 0 570,470 570,470 0 0
Investments LLC
Trusco Capital 1,400 1,400 0 0 33,277 33,277 0 0
Management
5
<PAGE>
<CAPTION>
Number of
Shares of Number of Percentage
Percentage Common Stock Shares of of Shares of
Notes Notes of the Notes Beneficially Number of Common Stock Common Stock
Beneficially Notes Beneficially Beneficially Owned Shares of Beneficially Beneficially
Selling Owned Prior Offered Owned After Owned After Prior to Common Stock Owned After Owned After
Securityholder to Offering Hereby Offering (1) the Offering Offering Offered Hereby Offering(1) Offering(1)
(in $1,000) (in $1,000) (in $1,000)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TQA Master Fund 1,700 1,700 0 0 40,408 40,408 0 0
TQA Master Plus 1,175 1,175 0 0 27,929 27,929 0 0
Fund
Wake Forest 692 692 0 0 16,448 16,448 0 0
University
Writers 179 179 0 0 4,254 4,254 0 0
Guild-Industry
Health Fund
Zurich HFR 570 570 0 0 13,548 13,548 0 0
Master Hedge
Fund Index, Ltd.
</TABLE>
(1) We do not know if, when or in what amounts a selling securityholder
may offer securities for sale and we do not know that the selling
securityholders will sell any or all of the securities offered hereby. Because
the selling securityholders may offer all or some of the securities pursuant to
this prospectus, and because there are currently no other agreements,
arrangements or understandings with respect to the sale of any of the securities
that will be held by the selling securityholders, no estimate can be given as to
the amount of the securities that will be held by the selling securityholders
after completion of the offering made by this prospectus. However, for purposes
of this table, we have assumed that, after completion of the offering, no
securities will be held by the selling securityholders.
The date of this prospectus supplement is November 16, 2000.
6
