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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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Amgen Inc.
(Name of subject company)
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Amgen Inc.
(Name of person(s) filing statement)
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Contractual Contingent Payment Rights arising
from the purchase of Class A interests
of Amgen Clinical Partners, L.P.
(Title of class of securities)
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None
(CUSIP number of class of securities)
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George A. Vandeman, Esq.
Senior Vice President, Corporate Development,
General Counsel and Secretary
Amgen Inc.
One Amgen Center 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 One Amgen Center 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 September 29, 1999 (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"), and on behalf of Pharmaceutical Partners, L.L.C., a Delaware limited
liability company and sole member of Purchaser relating to the offer by
Purchaser to purchase outstanding CCPRs, at $220,000 per CCPR, net to the seller
in cash, 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 675 Third Avenue, Suite 3000, New York, New York 10017.
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
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"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.
As of September 15, 1999, the following directors and executive officers of
the Company beneficially owned the number of CCPRs set forth opposite their
respective names. As of September 15, 1999, there were 838 CCPRs issued and
outstanding.
Name CCPRs Beneficially Owned
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Number Percent of Total
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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 *
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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 17, 1999 (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. 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
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"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.
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.
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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: September 29, 1999 AMGEN INC.
By: /s/ GEORGE A. VANDEMAN
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George A. Vandeman
Senior Vice President,Corporate
Development, General Counsel
and Secretary
