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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
AMGEN INC.
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(Name of subject company)
PHARMAINVEST, L.L.C.
PHARMACEUTICAL ROYALTIES, L.L.C.
PHARMACEUTICAL ROYALTY INVESTMENTS LTD.
PHARMACEUTICAL PARTNERS, L.L.C.
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(Bidders)
CONTRACTUAL CONTINGENT PAYMENT RIGHTS ARISING FROM THE PURCHASE OF
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CLASS A INTERESTS OF AMGEN CLINICAL PARTNERS, L.P.
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(Title of class of securities)
NONE
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(CUSIP Number)
PABLO LEGORRETA, DAVE MADDEN
PHARMAINVEST, L.L.C.
675 Third Avenue, Suite 3000
New York, NY 10017
(800) 600-1450
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COPIES TO:
F. GEORGE DAVITT, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
125 High Street
Boston, MA 02110
(617) 248-7000
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This corrective Final Amendment amends and supplements the Tender Offer
Statement on Schedule 14D-1, as amended (the "Schedule 14D-1"), filed by
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"), and on behalf of Pharmaceutical Partners, L.L.C., a
Delaware limited liability company and the sole member of Purchaser, relating to
the offer by Purchaser to purchase outstanding contractual contingent payment
rights arising from the purchase of Class A Interests of Amgen Clinical
Partners, L.P. (the "CCPRs"), at $220,000 per CCPR, net to the seller in cash,
without interest thereon, on the terms and subject to the conditions set forth
in the Offer to Purchase, dated September 29, 1999 (the "Offer to Purchase"),
and in the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "Offer").
The purpose of this corrective Final Amendment is to revise the number
of CCPRs tendered and not withdrawn from those included in the Schedule 14D-1 as
a result of a tabulation error.
At the time of expiration, 2.125 CCPRs had been tendered and not
withdrawn. Purchaser has accepted for payment all tendered CCPRs, payment for
which will be made promptly.
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SIGNATURES
After due 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: November 10, 1999
PHARMAINVEST, L.L.C.
By: /s/ Pablo Legorreta
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Name: Pablo Legorreta
Title: Managing Member of
Pharmaceutical Partners, L.L.C.,
the Manager
PHARMACEUTICAL ROYALTIES, L.L.C.
By: /s/ David Madden
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Name: David Madden
Title: Managing Member of
Pharmaceutical Partners, L.L.C.,
the Manager
PHARMACEUTICAL ROYALTY INVESTMENTS LTD.
By: /s/ David Madden
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Name: David Madden
Title: Managing Member of
Pharmaceutical Partners, L.L.C.,
the Manager
PHARMACEUTICAL PARTNERS, L.L.C.
By: /s/ Pablo Legorreta
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Name: Pablo Legorreta
Title: Managing Member
