<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Alkermes, Inc.
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -----------------------------------------------------------------------------
(Title of Class of Securities)
01642T108
- -----------------------------------------------------------------------------
(CUSIP Number)
Carol A. Gamble, Vice President and Associate General Counsel
ALZA Corporation, 950 Page Mill Road, P.O. Box 10950,
Palo Alto, California 94303-0802
(415) 496-8143
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Purchase of Common Stock 03/18/97
- -----------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement. / / (A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Pursuant to a Stock Purchase Agreement between ALZA Corporation
("ALZA") and Alkermes, Inc. ("Alkermes") dated as of February 13, 1997, ALZA
purchased two million shares of Alkermes Common Stock (approximately 9.7% of
the class) on March 18, 1997. The purchase price was $25 per share.
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.
By:
-------------------------------
Carol A. Gamble
Vice President and Associate
General Counsel
March 18, 1997
2
