<PAGE> 1
Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated October 14, 1999) SEC File No. 333-86153
$166,825,000
ALPHARMA INC.
3% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2006
All capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Prospectus, dated October 14, 1999, forming a
part of the Registration Statement on Form S-3 (Registration No. 333-86153). Any
cross references in this Prospectus Supplement refer to portions of the
Prospectus.
The purpose of this Prospectus Supplement is to amend and supplement
the information set forth in the Prospectus regarding the selling
securityholders. The following table sets forth the name of each additional
selling securityholder and (i) the amount of notes each selling securityholder
listed below owns as of January 6, 2000; (ii) the maximum amount of notes that
each selling securityholder listed below may offer for his account under this
Prospectus; (iii) the amount of common stock owned by each selling
securityholder listed below as of January 6, 2000; and (iv) the maximum amount
of common stock that may be offered for the account of each selling
securityholder listed below under this Prospectus. Each of such selling
securityholder named below acquired notes in the amount reflected in the table
below from a selling securityholder named in the Prospectus. The respective
selling securityholders have furnished all of the information regarding
beneficial ownership to us. Beneficial ownership of the notes and common stock
listed in the table has been determined in accordance with the applicable rules
and regulations promulgated under the Exchange Act of 1934.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
AGGREGATE PRINCIPAL NO. OF
PRINCIPAL AMOUNT OF NO. OF SHARES
AMOUNT OF % OF NOTES OFFERED SHARES OFFERED
NAME OF SELLING SECURITY HOLDER NOTES CLASS HEREBY (1)(2) HEREBY
------------------------------- ----- ----- ------ ------- -------
Bear Stearns & Company, Inc.................... $6,500,000 3.82 $6,500,000 202,429 202,429
CALAMOS Market Neutral Fund - CALAMOS
Investment Trust............................... 60,000 .04 60,000 1,869 1,869
CommerzBank AG................................. 2,000,000 1.18 2,000,000 62,285 62,285
Consulting Group Capital Markets Funds......... 125,000 .07 125,000 3,893 3,893
D.E. Shaw...................................... 2,000,000 1.18 2,000,000 62,285 62,285
Deutsche Bank Securities....................... 1,200,000 .71 1,200,000 37,371 37,371
Forest Fulcrum Fund LP......................... 1,500,000 .88 1,500,000 46,714 46,714
Forest Alternative Strategies Fund II LP Series
A5I............................................ 70,000 .04 70,000 2,180 2,180
Forest Alternative Strategies Fund II LP Series
A5M............................................ 30,000 .02 30,000 934 934
</TABLE>
-1-
<PAGE> 2
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Forest Global Convertible Fund Series A5....... 2,810,000 1.65 2,810,000 87,511 87,511
Goldman Sachs and Company...................... 1,150,000 .67 1,150,000 36,926 36,926
J.P. Morgan Securities Inc..................... 4,225,000 2.48 4,225,000 135,665 135,665
Libertyview Funds, L.P......................... 1,000,000 .59 1,000,000 31,143 31,143
LLT Limited.................................... 40,000 .02 40,000 1,246 1,246
Nomura Securities International, Inc........... 4,750,000 2.79 4,750,000 147,929 147,929
Salomon Brothers Asset Management, Inc......... 3,000,000 1.76 3,000,000 93,429 93,429
Sylvan, IMA LTD C/O Forest Investment
Management LLC................................. 550,000 .32 550,000 17,128 17,128
SoundShore Holdings Ltd........................ 1,500,000 .88 1,500,000 46,714 46,714
SoundShore Opportunity Holding Fund Ltd........ 1,500,000 .88 1,500,000 46,714 46,714
SoundShore Strategic Holding Fund Ltd.......... 500,000 .29 500,000 15,571 15,571
White River Securities LLC..................... 6,500,000 3.82 6,500,000 202,429 202,429
TOTAL........................$39,010,000 24.09 $39,010,000 1,282,365 1,282,365
</TABLE>
(1) All share amounts shown represent less than 1% of the outstanding Class
A common stock.
(2) Reflects the shares of common stock into which the notes held by such
selling securityholder are convertible at the initial conversion rate.
The conversion price and the number of shares of common stock issuable
upon conversion of the notes may be adjusted under certain
circumstances. Assumes conversion of the full amount of notes held by
the selling securityholder at the initial conversion rate into Class A
common stock and the offering of all of these shares.
No estimate can be given as to the amount of the notes and common stock
that will be held by the selling securityholders at the end of sales of these
notes because the selling securityholders may offer all or portions of the notes
or shares of common stock acquired through conversion of these notes.
Additionally, the selling securityholders named above may have sold, transferred
or otherwise disposed of all or a portion of their notes and common stock since
the date on which they provided the information regarding their notes and common
stock in transactions exempt from the registration requirements of the
Securities Act of 1933. These sales would affect the data in the table above.
We may from time to time supplement or amend the Prospectus to reflect
the required information concerning and transferee, pledgee, donee or successor
to the selling securityholders named in the prospectus.
The date of this Prospectus Supplement is January 6, 2000.
-2-
