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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.
(Name of Subject Company)
PHARMAINVEST, L.L.C.
PHARMACEUTICAL ROYALTIES, L.L.C.
PHARMACEUTICAL ROYALTY INVESTMENTS LTD.
PHARMACEUTICAL PARTNERS, L.L.C.
(Bidders)
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)
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 Final Amendment amends and supplements the Tender Offer Statement
on Schedule 14D-1, as amended, 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 Offer expired at 12:00 midnight (Eastern Standard Time) on October
29, 1999.
At the time of expiration, 2.375 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withdrawn.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 3, 1999
PHARMAINVEST, L.L.C.
By: /s/ David Madden
---------------------------------------
Name: David Madden
Title: Managing Member of
Pharmaceutical Partners, L.L.C.,
the Manager
PHARMACEUTICAL ROYALTIES, L.L.C.
By: /s/ David Madden
---------------------------------------
Name: David Madden
Title: Managing Member of
Pharmaceutical Partners, L.L.C.,
the Manager
PHARMACEUTICAL ROYALTY INVESTMENTS LTD.
By: /s/ David Madden
---------------------------------------
Name: David Madden
Title: Managing Member of
Pharmaceutical Partners, L.L.C.,
the Manager
PHARMACEUTICAL PARTNERS, L.L.C.
By: /s/ David Madden
---------------------------------------
Name: David Madden
Title: Managing Member
