<PAGE>
FILED UNDER RULE 424(b)(3) OF REGULATION C
SEC FILE NUMBER: 333-53157
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 2, 1998)
CENTOCOR, INC.
$460,000,000 PRINCIPAL AMOUNT OF 4 3/4% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2005
(INTEREST PAYABLE AUGUST 15 AND FEBRUARY 15)
------------------------------------------
9,338,015 COMMON SHARES
($.01 PAR VALUE PER SHARE)
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The information in this Prospectus Supplement concerning the Selling
Securityholders supplements the statement set forth under the caption "Selling
Securityholders" in the Prospectus, as supplemented on July 9, 16 and 29, 1998,
August 4, 11, 18 and 24, 1998, September 1, 3, 15, 21 and 24, 1998, October 1,
13, 14 and 20, 1998 and November 9, 12, 16, 20 and 30, 1998. Capitalized terms
used and not defined herein shall have the meanings given to them in the
Prospectus.
SELLING SECURITYHOLDERS
The information set forth under the caption "Selling Securityholders" in
the Prospectus, as supplemented on July 9, 16 and 29, 1998, August 4, 11, 18 and
24, 1998, September 1, 3, 15, 21 and 24, 1998, October 1, 13, 14 and 20, 1998
and November 9, 12, 16, 20 and 30, 1998, is supplemented to add the following:
<TABLE>
<CAPTION>
NUMBER OF
CONVERSION
NAME OF SELLING AMOUNT OF DEBENTURES PERCENT OF SHARES THAT
SECURITYHOLDER(1) BENEFICIALLY OWNED OUTSTANDING DEBENTURES MAY BE SOLD(2)
- ----------------- -------------------- ---------------------- --------------
<S> <C> <C> <C>
Alliance Growth $7,960,000 1.73% 161,588
Fund
Bear, Stearns $ 500,000 .109% 10,150
& Co., Inc.
Equitable Life $ 75,000 .016% 1,522
Assurance
Separate Account
- -Balanced
Equitable Life $1,195,000 .26% 24,258
Assurance
Separate Account
- -Convertibles
The Frist $ 150,000 .033% 3,045
Foundation
Hudson River $ 700,000 .152% 14,210
Trust
Balanced Account
Hudson River $1,150,000 .25% 23,345
Trust Growth &
Income Account
Hudson River $ 570,000 .124% 11,571
Trust Growth
Investors
David Lipscomb $ 45,000 .010% 913
University General
Endowment Fund
Memphis Light, $ 655,000 .142% 13,296
Gas & Water
Retirement Fund
Salomon Brothers $2,600,000 .565% 52,780
Asset
Management, Inc.
</TABLE>
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(1) The information set forth herein is as of December 3, 1998 and will be
updated as required.
(2) Assumes conversion of the full amount of Debentures held by such holder at
the initial conversion price of $49.261 per share of Common Stock. Under
the terms of the Indenture, fractional shares will not be issued upon
conversion of the Debentures; cash will be paid in lieu of any fractional
shares.
The date of this Prospectus Supplement is December 3, 1998.
