SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1998
Commission File Number 1-6247
ALZA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0142070
(State or other jurisdiction (I.R.S. Employer
of incorporation of organization) Identification No.)
950 Page Mill Road, P.O. Box 10950, Palo Alto, CA 94303-0802
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(650) 494-5000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ------------------- ---------------------
Common Stock New York Stock Exchange
5 1/4% Liquid Yield Option Notes
due 2014 (Zero Coupon-Subordinated) New York Stock Exchange
5% Convertible Subordinated Debentures New York Stock Exchange
due 2006
Securities registered pursuant to Section 12(g) of the Act:
Warrants (to purchase Common Stock at $65 per share)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]
State the aggregate market value of the voting stock held by
non-affiliates of the registrant, as of March 19, 1999:
$4,992,560,924.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of March 19, 1999:
Title of Class Number of Shares
Common Stock 100,701,006
DOCUMENTS INCORPORATED BY REFERENCE
Part III, Items 10, 11, 12 and 13 are incorporated by
reference to the definitive proxy statement for the registrant's
Annual Meeting of Stockholders to be held on May 6, 1999.
<PAGE>
ALZA CORPORATION AMENDMENT NO. 1 TO FORM 10-K
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1998
TABLE OF CONTENTS
Page
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Amended signature page 3
SIGNATURES 4
NOTE: This Amendment No. 1 to the Form 10-K Annual Report is
being filed in order to include the correct signature page
(including powers of attorney) as signed by the members of the
board of directors of ALZA Corporation.
<PAGE>
Powers of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Dr. Ernest Mario
and Bruce C. Cozadd, jointly and severally, his or her attorneys-
in-fact, each with the power of substitution, for him or her in
any and all capacities, to sign any amendments to this Annual
Report on Form 10-K and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
/s/ Dr. Ernest Mario /s/ Dean O. Morton
Dr. Ernest Mario Dean O. Morton
Chairman of the Board of Director
Directors, Director and Chief Date: March 26, 1999
Executive Officer
Date: March 26, 1999
/s/ Dr. William R Brody /s/ Denise M. O'Leary
Dr. William R. Brody Denise M. O'Leary
Director Director
Date: March 26, 1999 Date: March 26, 1999
/s/ William G. Davis /s/ Isaac Stein
William G. Davis Isaac Stein
Director Director
Date: March 26, 1999 Date: March 26, 1999
/s/ Dr. Robert J. Glaser /s/ Julian N. Stern
Dr. Robert J. Glaser Julian N. Stern
Director Director
Date: March 26, 1999 Date: March 26, 1999
/s/ Bruce C. Cozadd /s/ Dr. Craig I. Hendersen
Bruce C. Cozadd Dr. I. Craig Henderson
Senior Vice President, Director
Chief Financial Officer Date: March 26, 1999
and Principal Accounting
Officer
Date: March 26, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this Amendment No. 1 to the 10-K Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALZA CORPORATION
/s/ Bruce C. Cozadd
Bruce C. Cozadd
Senior Vice President,
Chief Financial Officer
and Principal Accounting
Officer
April 16, 1999
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, this Amendment No. 1 to the Form 10-K Annual Report has
been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Dr. Ernest Mario* /s/ Dean O. Morton*
Dr. Ernest Mario Dean O. Morton
Chairman of the Board of Director
Directors, Director and Chief Date: April 16, 1999
Executive Officer
Date: April 16, 1999
/s/ Dr. William R Brody* /s/ Denise M. O'Leary*
Dr. William R. Brody Denise M. O'Leary
Director Director
Date: April 16, 1999 Date: April 16, 1999
/s/ William G. Davis* /s/ Isaac Stein*
William G. Davis Isaac Stein
Director Director
Date: April 16, 1999 Date: April 16, 1999
/s/ Dr. Robert J. Glaser* /s/ Julian N. Stern*
Dr. Robert J. Glaser Julian N. Stern
Director Director
Date: April 16, 1999 Date: April 16, 1999
/s/ Bruce C. Cozadd /s/ Dr. Craig I. Hendersen*
Bruce C. Cozadd Dr. I. Craig Henderson
Senior Vice President, Director
Chief Financial Officer Date: April 16, 1999
and Principal Accounting
Officer
Date: April 16, 1999
*By:
/s/ Bruce C. Cozadd
Bruce C. Cozadd
Attorney-in-fact
Date: April 16, 1999
