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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 14D-9
Solicitation/Recommendation Statement pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
______________________
Amgen Inc.
(Name of subject company)
______________________
Amgen Inc.
(Name of person(s) filing statement)
______________________
Contractual Contingent Payment Rights arising from the purchase of
Class A interests of Amgen Clinical Partners, L.P.
(Title of class of securities)
______________________
None
(CUSIP number of class of securities)
__________________________
George A. Vandeman, Esq.
Senior Vice President, General Counsel
and Secretary
Amgen Inc.
1840 DeHavilland Drive
Thousand Oaks, California 91320
(805) 447-1000
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)
______________________
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ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is Amgen Inc., a Delaware corporation
("Amgen" or the "Company"). The class of equity securities to which this
statement relates are Contractual Contingent Payment Rights arising from the
purchase of Class A interests of Amgen Clinical Partners, L.P. (the "CCPRs").
The address of Amgen's principal executive offices is 1840 DeHavilland Drive,
Thousand Oaks, California 91320.
ITEM 2. TENDER OFFER OF THE BIDDER
This Solicitation/Recommendation Statement on Schedule 14D-9 relates to the
offer (the "Offer") disclosed in a Tender Offer Statement on Schedule 14D-1,
dated August 21, 1997 (the "Schedule 14D-1"), of PharmaInvest, L.L.C, a Delaware
limited liability company (the "Purchaser"), on behalf of Pharmaceutical
Royalties, L.L.C., a Delaware limited liability company and Pharmaceutical
Royalty Investments Ltd., a Bermuda company (collectively the "Funds") relating
to the offer by Purchaser to purchase outstanding CCPRs, at $240,000 per CCPR,
net to the seller in cash (the "Offer Price"), subject to certain conditions set
forth therein. The Schedule 14D-1 states that the address of the principal
executive offices of the Purchaser are located at 70 E. 55th Street, 23rd Floor,
New York, New York 10022.
ITEM 3. IDENTITY AND BACKGROUND
(a) This statement is being filed by Amgen. The business address of Amgen
is set forth in Item 1, above.
(b) Except as described or referred to below, there exists on the date
hereof no material contract, agreement, arrangement or understanding and no
actual or potential conflict of interest between the Company or its affiliates
and (i) the Company's executive officers, directors or affiliates or (ii) the
executive officers, directors or affiliates of the Purchaser.
In 1993, the Company exercised its option to purchase the Class A and Class
B limited partnership interests of Amgen Clinical Partners, L.P. (the
"Partnership"), a limited partnership previously formed to develop and
commercialize products from certain technologies for human pharmaceutical use in
the United States. As a result of the Company exercising such option, each
holder of a limited partnership interest in the Partnership acquired contractual
contingent payment rights, including the CCPRs, based on the amount of such
holder's interest. The CCPRs are not voting securities but entitle the holders
thereof to receive quarterly payments, subject to certain adjustments, equal to
a stated percentage of the Company's sales of certain products in specified
geographic areas. No holder of CCPRs may assign or transfer such rights without
the prior written consent of the Company, which consent will not be unreasonably
withheld. These and other terms are set forth in the Partnership Purchase
Agreement (the "Partnership Purchase Agreement"), dated as of March 12, 1993 by
and among the Company, the Partnership, Amgen Development Corporation and each
of the Class A Limited Partners and the Class B Limited Partners of the
Partnership.
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As of August 20, 1997, the following directors and executive officers of
the Company beneficially owned the number of CCPRs set forth opposite their
respective names. As of August 20, 1997, there were 838 CCPRs issued and
outstanding.
<TABLE>
<CAPTION>
Name CCPRs Beneficially Owned
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Number Percent of Total
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<S> <C> <C>
Gordon M. Binder 1 *
William K. Bowes, Jr. 2 *
Franklin P. Johnson, Jr. 4(1) *
Gilbert S. Omenn 0.5 *
N. Kirby Alton 0.25 *
Lawrence M. Souza 0.25 *
</TABLE>
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* Less than 1%
(1) Consists of 4 CCPRs held by Asset Management Partners, a venture capital
limited partnership, of which Mr. Johnson is the general partner. As the
general partner, Mr. Johnson may be deemed to have investment power as to all
these rights, and therefore may be deemed to be a beneficial owner of such
CCPRs.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
At a meeting of the Board of Directors of the Company (the "Board") held on
August 19, 1997 (the "Meeting"), the Board unanimously resolved that the Board
is expressing no opinion to CCPR holders and is remaining neutral as to whether
CCPR holders should tender or refrain from tendering all or any portion of such
CCPR holder's CCPRs pursuant to the Offer. Although (i) the terms and conditions
of the Offer have been determined and established by the Purchaser and not
pursuant to negotiations with the Company and (ii) the Company has not engaged
any legal or financial advisors for the purpose of evaluating the terms of the
Offer and determining whether the Offer is fair to holders of CCPRs, the Board
believes that the Offer represents an opportunity for holders of CCPRs to
achieve liquidity where there presently is no public market for CCPRs.
Accordingly, holders who require or desire liquidity should seriously consider
the Offer. For holders who desire immediate cash, the Offer provides an
opportunity to sell all or a portion of a holder's CCPRs in lieu of continuing
to hold the CCPRs and receiving, on a periodic basis, future cash payments, the
continuation and amount of which cannot be predicted with any degree of
certainty. Because four members of the Board beneficially own interests in
CCPRs, as set forth under Item 3, above, the members of the Board who do not
hold CCPRs (the "Independent Directors") took a separate vote at the Meeting
with respect to the Offer and resolved that the Independent Directors are
expressing no opinion and are remaining neutral with respect to the Offer for
the reasons specified above. Each record holder of CCPRs must make its own
decision whether to tender such record holder's CCPRs, or portions thereof, as
the case may be, and in what amount, if applicable. Holders of CCPRs are urged
to carefully review all the information contained in or incorporated by
reference in the Offer and the Company's publicly available annual, quarterly
and other reports. Pursuant to the Partnership Purchase Agreement, no holder
may assign or transfer a CCPR, or any portion thereof, without the prior written
consent of Amgen; Amgen has advised the Purchaser that it will consent to any
transfer consummated pursuant to and in accordance with the Offer.
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ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Neither the Company nor any person acting on its behalf has employed,
retained or compensated any person to make solicitations or recommendations to
stockholders on its behalf concerning the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) No transactions in the CCPRs have been affected during the past 60 days
by the Company or, to the Company's knowledge, by any executive officer,
director, affiliate or subsidiary of the Company.
(b) Neither Amgen nor any subsidiary of Amgen holds CCPRs. The Company has
no knowledge as to whether any executive officers or directors intend to tender,
sell or hold CCPRs which are held of record or beneficially owned by them.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) No negotiation is being undertaken and no discussions are underway by
Amgen in response to the Offer which relates to or would result in: (1) an
extraordinary transaction such as a merger or reorganization, involving Amgen or
any subsidiary of Amgen; (2) a purchase, sale or transfer of a material amount
of assets by Amgen or any subsidiary of Amgen; (3) a tender offer for or other
acquisition of securities by or of Amgen; or (4) any material change in the
present capitalization or dividend policy of the Company.
(b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Not applicable.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
1.1 Partnership Purchase Agreement dated as of March 12, 1993 by and among the
Company, the Partnership, Amgen Development Corporation and each of the Class A
Limited Partners and the Class B Limited Partners of the Partnership (Filed as
exhibit 2.2 to the Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on April 1, 1993, and incorporated herein by
reference.)
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SIGNATURES
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 21, 1997 AMGEN INC.
By: /s/GEORGE A. VANDEMAN
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George A. Vandeman
Senior Vice President, General Counsel
and Secretary
