<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.
$460,000,000 PRINCIPAL AMOUNT OF 4-3/4%
SUBORDINATED DEBENTURES DUE 2005
(INTEREST PAYABLE AUGUST 15 AND FEBRUARY 15)
--------------------------------------------
9,338,015 COMMON SHARES
($.01 PAR VALUE PER SHARE)
--------------------------
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, November 9, 12, 16, 20 and 30, 1998, December 3, 17, and
29, 1998, January 4 and 6, 1999, February 17, 1999, March 3, 11, 16, 22 and 25,
1999, April 26 and 30, 1999, May 17 and 26, 1999 and June 15, 1999. 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,
November 9, 12, 16, 20 and 30, 1998, December 3, 17, and 29, 1998, January 4 and
6, 1999, February 17, 1999, March 3, 11, 16, 22 and 25, 1999, April 26 and 30,
1999, May 17 and 26, 1999 and June 15, 1999 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>
Goldman
Sachs & Company $4,500,000 .98% 91,350
</TABLE>
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(1) The information set forth herein is as of July 28, 1999 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 July 28, 1999.
