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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
(Amendment No. 1)
______________________
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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This Amendment No. 1 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 of Amgen Inc., filed with the Securities and Exchange Commission
September 22, 2000, relating to the tender offer of Meridian Venture Group, LLC
for up to 100 Contractual Contingent Payment Rights Arising From The Purchase Of
Class A Interests of Amgen Clinical Partners, L.P. as follows:
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 of the Schedule 14D-9 is hereby amended in its entirety as follows:
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 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. The Board's
neutral position resulted from balancing the potential for liquidity against the
contingent nature of payments to CCPR holders and the fact that there is no
public market price for CCPRs against which to evaluate the Offer and the
Purchase Price.
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 the directors who are record or beneficial holders of CCPRs do not intend
to tender their CCPRs.
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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: October 6, 2000 AMGEN INC.
By: /s/ Steven M. Odre
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Steven M. Odre
Senior Vice President, General
Counsel and Secretary
