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SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 2, 1994
CENTOCOR, INC.
EXCHANGE OFFER TO HOLDERS OF UNITS,
EACH UNIT CONSISTING OF ONE SHARE OF CALLABLE
COMMON STOCK OF TOCOR II, INC., ONE SERIES T WARRANT
TO PURCHASE ONE SHARE OF CENTOCOR, INC. COMMON STOCK
AND ONE CALLABLE WARRANT TO PURCHASE ONE SHARE
OF CENTOCOR, INC. COMMON STOCK
This Supplement (the "Supplement") supplements the Prospectus dated February
2, 1994 (the "Prospectus") relating to the Exchange Offer to Holders of Units,
each Unit consisting of one share of Callable Common Stock of Tocor II, Inc.,
one Series T Warrant to Purchase One Share of Centocor, Inc. Common Stock and
one Callable Warrant to Purchase One Share of Centocor, Inc. Common Stock.
Unless otherwise defined herein, capitalized terms used herein have the same
meanings as in the Prospectus. Except as set forth herein, the terms and
conditions of the Exchange Offer remain as set forth in the Prospectus.
Centocor, Inc. publicly announced on March 1, 1994 that the prognosis for
Chairman Hubert J.P. Schoemaker, following recent, successful surgery to remove
a brain tumor, promising. Dr. Schoemaker continues to function as Chairman
of the Board of Centocor. Annex A to this Supplement sets forth the related
press release of Centocor, Inc. dated March 1, 1994.
Centocor, Inc. has extended the Expiration Date to 5:00 p.m., New York City
time, on March 11, 1994.
Questions and requests for assistance or for additional copies of this
Supplement may be directed to Centocor, Inc. at its address set forth on page 4
of the Prospectus or to D. F. King & Co., Inc. at its address set forth on the
back cover of the Prospectus. Additional copies of this Supplement may also be
obtained from brokers, dealers, commercial banks, trust companies and other
nominees.
Holders should continue to use the Letter of Transmittal that was provided
with the Prospectus, notwithstanding that such Letter of Transmittal
indicates that the Expiration Date is 5:00 p.m., New York City
time, on March 4, 1994, unless the Offer is extended.
To be properly tendered pursuant to the Exchange Offer, Units, together with
a properly completed and executed Letter of Transmittal and any other documents
required by the Letter of Transmittal, must be received by the Depositary at
its address set forth below prior to the Expiration Date.
The Depositary is:
The First National Bank of Boston
Blue Hills Office Park
150 Royall Street
Canton, MA 02021
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON MARCH 11, 1994, UNLESS EXTENDED.
THIS SUPPLEMENT IS DATED MARCH 2, 1994.
