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Previous: SMART CHOICE AUTOMOTIVE GROUP INC, 10-Q/A, 1998-05-22 |
Next: COMPUTER MANAGEMENT SCIENCES INC, DEFR14A, 1998-05-22 |
<PAGE> 1
Filed Pursuant to
Rule 424(b)(3) and (c)
File No. 333-50505
PROSPECTUS SUPPLEMENT NO. 2 DATED MAY 22, 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is superseded by the following table: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
AMOUNT OF PRINCIPAL COMMON
NOTES AMOUNT OF STOCK COMMON
OWNED PRIOR NOTES OWNED PRIOR STOCK
TO OFFERED TO OFFERED
NAME OFFERING(1) HEREBY OFFERING(1)(2) HEREBY
---- ----------- ----------- -------------- -------
<S> <C> <C> <C> <C>
Alexandra Global Investment Fund I, Inc. $ 2,000,000 $ 2,000,000 70,716 0
Argent Classic Convertible Arbitrage Fund
L.P. 1,000,000 1,000,000 0 0
Argent Classic Convertible Arbitrage Fund
(Bermuda) L.P. 2,000,000 2,000,000 0 0
BancAmerica Robertson Stephens 1,250,000 1,250,000 0 0
BNP Arbitrage SNC 4,550,000 4,550,000 0 0
BT Holdings (New York), Inc. 1,000,000 1,000,000 0 0
Chrysler Corporation Master Retirement
Trust 2,630,000 2,630,000 0 0
Declaration of Trust for the Defined
Benefit Plans of ICI American Holdings Inc. 800,000 800,000 0 0
</TABLE>
1.
<PAGE> 2
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF PRINCIPAL COMMON
NOTES AMOUNT OF STOCK COMMON
OWNED PRIOR NOTES OWNED PRIOR STOCK
TO OFFERED TO OFFERED
NAME OFFERING(1) HEREBY OFFERING(1)(2) HEREBY
---- ----------- ----------- -------------- -------
<S> <C> <C> <C> <C>
Declaration of Trust for the Defined
Benefit Plans of ZENECA Holdings Inc. 500,000 500,000 0 0
Delaware PERS 720,000 720,000 0 0
Delaware State Employees' Retirement Fund 2,850,000 2,850,000 0 0
Donaldson, Lufkin & Jenrette Securities
Corporation 4,325,000 4,325,000 0 0
Fidelity American Trust 200,000 200,000 0 0
Fidelity Financial Trust Fidelity
Convertible Securities Fund 11,800,000 11,800,000 0 0
Forest Alternative Strategies Fund II
Series A-5I 60,000 60,000 0 0
Forest Alternative Strategies Fund II LP
Series A-5 1,175,000 1,175,000 0 0
Forest Alternative Strategies Fund II LP
Series A-5M 30,000 30,000 0 0
Forest Alternative Strategies Fund Series
B-3 135,000 135,000 0 0
Forest Global Convertible Fund Series A-5 1,175,000 1,175,000 0 0
Forest Global Convertible Fund Series B-1 100,000 100,000 0 0
Forest Global Convertible Fund Series B-2 75,000 75,000 0 0
Forest Global Convertible Fund Series B-3 50,000 50,000 0 0
Forest Global Convertible Fund Series B-5 75,000 75,000 0 0
Forest Greyhound 100,000 100,000 0 0
Forum Capital Markets L.P. 1,500,000 1,500,000 0 0
Fox Family Foundation 10/10/87 55,000 55,000 0 0
Fox Family Portfolio Partnership 200,000 200,000 0 0
Forest Performance Fund 75,000 75,000 0 0
Heritage Series Trust Small Cap Stock Fund 1,000,000 1,000,000 100,000 0
ICI American Holdings 310,000 310,000 0 0
</TABLE>
2.
<PAGE> 3
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF PRINCIPAL COMMON
NOTES AMOUNT OF STOCK COMMON
OWNED PRIOR NOTES OWNED PRIOR STOCK
TO OFFERED TO OFFERED
NAME OFFERING(1) HEREBY OFFERING(1)(2) HEREBY
---- ----------- ----------- -------------- -------
<S> <C> <C> <C> <C>
JMG Convertible Investments, L.P. 500,000 500,000 0 0
Lincoln National Convertible Securities
Fund 1,700,000 1,700,000 0 0
LLT Limited 45,000 45,000 0 0
MainStay Convertible Fund 2,000,000 2,000,000 68,800 0
McMahan Securities Company L.P. 1,800,000 1,800,000 0 0
Nalco Chemical Company 160,000 160,000 0 0
Northwestern Mutual Life Insurance Company 2,000,000 2,000,000 0 0
OCM Convertible Limited Partnership 150,000 150,000 0 0
OCM Convertible Trust 3,645,000 3,645,000 0 0
Pacific Life Insurance Company 3,000,000 3,000,000 0 0
Paloma Securities L.L.C. 2,700,000 2,700,000 0 0
Partner Reinsurance Company, Ltd. 375,000 375,000 0 0
Silverton International Fund Limited 2,300,000 2,300,000 0 0
Societe Generale Securities Corp. 6,500,000 6,500,000 0 0
State Employees' Retirement Fund of the
State of Delaware 820,000 820,000 0 0
State of Connecticut Combined Investment
Funds 3,120,000 3,120,000 0 0
Thermo Eletron Balanced Investment Fund 850,000 850,000 0 0
Triton Capital Investments, Ltd. 500,000 500,000 0 0
Vanguard Convertible Securities Fund, Inc. 2,260,000 2,260,000 0 0
Walker Art Center 220,000 220,000 0 0
Weirton Trust 580,000 580,000 0 0
Zeneca Holdings Trust 310,000 310,000 0 0
----------- ----------- -------------- -------
TOTAL 77,275,000 77,275,000 239,516 0
=========== =========== ============== =======
</TABLE>
3.
<PAGE> 4
- ---------------
(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. Numbers reflect
ownership prior to the date of this Supplement.
(2) Includes Conversion Shares based on a conversion price of $30.904 per
share and a cash payment in lieu of any fractional interest.
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.
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