<PAGE> 1
Filed Pursuant to
Rule 424(b)(3) and (c)
File No. 333-50505
PROSPECTUS SUPPLEMENT NO. 1 DATED MAY 12, 1998
TO PROSPECTUS DATED MAY 4, 1998
AVIRON
$100,000,000
5 3/4% Convertible Subordinated Notes due 2005
and
Shares of Common Stock Issuable Upon Conversion thereof
This Prospectus Supplement should be read in conjunction with the
Prospectus dated May 4, 1998 (the "Prospectus"). The table on pages 45 and 46 of
the Prospectus setting forth information concerning the Selling Securityholders
is superseded by the following table:
SELLING SECURITYHOLDERS
The following table sets forth the names of the Selling Securityholders,
the number of shares of Common Stock owned by each of them as of the date of
this supplement and the principal amount of Notes and number of Conversion
Shares which may be offered pursuant to this Prospectus. The information is
based upon information provided by or on behalf of the Selling Securityholders.
The Selling Securityholders may offer all, some or none of their Notes or
Conversion Shares.
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
NOTES OWNED NOTES COMMON STOCK COMMON STOCK
PRIOR TO OFFERED OWNED PRIOR TO OFFERED
NAME OFFERING(1) HEREBY OFFERING(1)(2) HEREBY
---- ----------- -------- -------------- ----------
<S> <C> <C> <C> <C>
Alexandra Global Investment $2,000,000 $2,000,000 70,716 0
Fund I, Inc.
Argent Classic Convertible 1,000,000 1,000,000 0 0
Arbitrage Fund L.P.
Argent Classic Convertible 2,000,000 2,000,000 0 0
Arbitrage Fund (Bermuda) L.P.
BancAmerica Robertson 1,250,000 1,250,000 0 0
Stephens
BT Holdings (New York), Inc. 1,000,000 1,000,000 0 0
Chrysler Corporation Master 2,630,000 2,630,000 0 0
Retirement Trust
Declaration of Trust for the 800,000 800,000 0 0
Defined Benefit Plans of ICI
American Holdings Inc.
</TABLE>
1.
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<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
NOTES OWNED NOTES COMMON STOCK COMMON STOCK
PRIOR TO OFFERED OWNED PRIOR TO OFFERED
NAME OFFERING(1) HEREBY OFFERING(1)(2) HEREBY
---- ----------- -------- --------------- --------
<S> <C> <C> <C> <C>
Declaration of Trust for the 500,000 500,000 0 0
Defined Benefit Plans of
ZENECA Holdings Inc.
Delaware PERS 720,000 720,000 0 0
Delaware State Employees' 2,850,000 2,850,000 0 0
Retirement Fund
Donaldson, Lufkin & Jenrette 5,575,000 5,575,000 0 0
Securities Corporation
Fidelity Financial Trust
Fidelity Convertible Securities 11,800,000 11,800,000 0 0
Forest Alternative 60,000 60,000 0 0
Strategies Fund II Series
A-5I
Forest Alternative 1,175,000 1,175,000 0 0
Strategies Fund II LP Series
A-5
Forest Alternative 30,000 30,000 0 0
Strategies Fund II LP Series
A-5M
Forest Alternative 135,000 135,000 0 0
Strategies Fund Series B-3
Forest Global Convertible 1,175,000 1,175,000 0 0
Fund Series A-5
Forest Global Convertible 100,000 100,000 0 0
Fund Series B-1
Forest Global Convertible 75,000 75,000 0 0
Fund Series B-2
Forest Global Convertible 50,000 50,000 0 0
Fund Series B-3
Forest Global Convertible 75,000 75,000 0 0
Fund Series B-5
Forest Greyhound 100,000 100,000 0 0
Fox Family Foundation 55,000 55,000 0 0
10/10/87
Fox Family Portfolio 200,000 200,000 0 0
Partnership
Forest Performance Fund 75,000 75,000 0 0
Heritage Series Trust Small 1,000,000 1,000,000 100,000 0
Cap Stock Fund
ICI American Holdings 310,000 310,000 0 0
JMG Convertible Investments, 500,000 500,000 0 0
L.P.
Lincoln National Convertible 2,040,000 2,040,000 0 0
Securities Fund
LLT Limited 45,000 45,000 0 0
MainStay Convertible Fund 3,000,000 3,000,000 68,800 0
</TABLE>
2.
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<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
NOTES OWNED NOTES COMMON STOCK COMMON STOCK
PRIOR TO OFFERED OWNED PRIOR TO OFFERED
NAME OFFERING(1) HEREBY OFFERING(1)(2) HEREBY
---- ----------- -------- ---------------- ----------
<S> <C> <C> <C> <C>
Nalco Chemical Company 160,000 160,000 0 0
Northwestern Mutual Life 2,000,000 2,000,000 0 0
Insurance Company
OCM Convertible Limited 150,000 150,000 0 0
Partnership
OCM Convertible Trust 3,645,000 3,645,000 0 0
Pacific Life Insurance 3,000,000 3,000,000 0 0
Company
Paloma Securities L.L.C. 1,200,000 1,200,000 0 0
Partner Reinsurance Company, 375,000 375,000 0 0
Ltd.
Silverton International Fund 800,000 800,000 0 0
Limited
Societe Generale Securities 6,500,000 6,500,000 0 0
Corp.
State Employees' Retirement 820,000 820,000 0 0
Fund of the State of Delaware
State of Connecticut 3,120,000 3,120,000 0 0
Combined Investment Funds
Thermo Eletron Balanced 850,000 850,000 0 0
Investment Fund
Triton Capital Investments, 500,000 500,000 0 0
Ltd.
Vanguard Convertible 2,260,000 2,260,000 0 0
Securities Fund, Inc.
Walker Art Center 265,000 265,000 0 0
Weirton Trust 695,000 695,000 0 0
Zeneca Holdings Trust 310,000 310,000 0 0
----------- ----------- ----------- -----------
TOTAL $68,975,000 $68,975,000 239,516 0
=========== =========== =========== ===========
</TABLE>
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(1) Beneficial ownership is determined in accordance with the Rule of the SEC
and generally includes voting or investment power with respect to
securities. Except as otherwise indicated by footnote, and subject to
community property laws where applicable, the persons named in the table
have sole voting and investment power with respect to all shares on Common
Stock shown as beneficially owned by them.
(2) Includes Conversion Shares based on a conversion price of $30.904 per
share and a cash payment in lieu of any fractional interest.
3.
<PAGE> 4
Because the Selling Securityholders may offer all or some of the Notes that
they hold and/or Conversion Shares pursuant to the offering contemplated by
this Prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Notes
or Conversion Shares by the Selling Securityholders, no estimate can be
given as to the principal amount of Notes or Conversion of Shares that will
be held by the Selling Securityholders after completion of this offering.
4.
