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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)
__________________________
Steven M. Odre, Esq.
Senior Vice President, 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)
______________________
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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ITEM 1. SUBJECT COMPANY INFORMATION
The name of the subject company and filing person is Amgen Inc., a Delaware
corporation ("Amgen" or the "Company"). The address of Amgen's principal
executive offices is One Amgen Center Drive, Thousand Oaks, California 91320.
Its telephone number is (805) 447-1000. 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"). As of September 13, 2000, there were 838 CCPRs issued and outstanding.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
The filing person is the subject company, Amgen, whose name, business
address and business telephone number are set forth in Item 1 above.
This Solicitation/Recommendation Statement on Schedule 14D-9 relates to the
offer (the "Offer") disclosed in a Tender Offer Statement on Schedule TO, dated
September 11, 2000 (the "Schedule TO"), of Meridian Venture Group, L.L.C., a
Delaware limited liability company (the "Purchaser"), relating to the offer by
Purchaser to purchase up to 100 outstanding CCPRs, for cash consideration per
CCPR of $265,000 (the "Purchase Price"), upon the terms and subject to the
conditions set forth therein. The Schedule TO states that the business address
of the Purchaser is 767 Fifth Avenue, 4th Floor, New York, New York 10153.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTATIONS AND AGREEMENTS
To the knowledge of the Company, as of the date of this statement, except
as set forth in Item 4 below, there are no material agreements, arrangements or
understandings or any actual or potential conflicts of interest between the
Company and its executive officers, directors or affiliates with regard to the
CCPRs, or between the Company or its affiliates and the Purchaser, its executive
officers, directors or affiliates.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
At a meeting of the Board of Directors of the Company (the "Board") held on
September 20, 2000 (the "Meeting"), the Board 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
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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, 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.
Neither Amgen nor any subsidiary of Amgen holds CCPRs. The Company believes
that certain directors who are record or beneficial holders of CCPRs currently
intend to hold their CCPRs, and has no knowledge as to whether one other
director intends to tender, sell or hold CCPRs which are held of record or
beneficially owned by him.
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
Neither the Company nor any person acting on its behalf has employed,
retained or compensated any person to make solicitations or recommendations to
stockholders concerning the Offer.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
No transactions in the CCPRs have been effected 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.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) No negotiation is being undertaken and no discussions are underway by
Amgen in response to the Offer which relates to: (1) a tender offer or other
acquisition of the Amgen's securities by the Purchaser, any of its subsidiaries
or any other person; or (2)(a) an extraordinary transaction, such as a merger,
reorganization or liquidation, involving Amgen or any subsidiary of Amgen; (b) a
purchase, sale or transfer of a material amount of assets by Amgen or any
subsidiary of Amgen; or (3) any material change in the present dividend rate or
policy, or indebtedness or capitalization of the Company.
(b) Not applicable.
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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.)
1.2 Letter to holders of CCPRs from Steven M. Odre, Senior Vice President,
General Counsel and Secretary of the Company, dated September 22, 2000 (Filed
herewith, and included with the statement mailed to CCPR holders).
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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: September 22, 2000 AMGEN INC.
By: /s/ Steven M. Odre
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Steven M. Odre
Senior Vice President, General
Counsel and Secretary
