FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 333-40405
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 24, 1997
$100,000,000
[LOGO OF AMGEN, INC.]
6.50% NOTES DUE DECEMBER 1, 2007
----------------
Interest on the 6.50% Notes due December 1, 2007 (the "Notes") is payable
semi-annually on June 1 and December 1 of each year, commencing June 1, 1998.
The Notes will be redeemable as a whole or in part, at the option of the
Company at any time, at a redemption price equal to the greater of (i) 100% of
the principal amount to be redeemed or (ii) the sum of the present values of
the Remaining Scheduled Payments (as defined herein) on the redemption date
discounted to maturity on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Yield (as defined herein)
plus 15 basis points, plus in each case accrued interest to the date of
redemption.
The Notes will be represented by one or more Global Securities (as defined
herein) registered in the name of the nominee of The Depository Trust Company,
which will act as the Depositary (the "Depositary"). Interests in the Global
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. Except as
described herein, Notes in definitive form will not be issued. Settlement for
the Notes will be made in immediately available funds. The Notes will trade in
the Depositary's Same-Day Funds Settlement System until maturity, and
secondary market trading activity for the Notes will therefore settle in
immediately available funds. All payments of principal and interest will be
made by Amgen Inc. (the "Company") in immediately available funds. See
"Description of the Notes".
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THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
----------------- ------------ -------------
Per Note........................... 99.455% 0.650% 98.805%
Total.............................. $99,455,000 $650,000 $98,805,000
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(1) Plus accrued interest from December 1, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $125,000 payable by the Company.
----------------
The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
Notes will be ready for delivery in book-entry form only through the
facilities of the Depositary in New York, New York, on or about December 5,
1997, against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO. BEAR, STEARNS & CO. INC.
----------------
The date of this Prospectus Supplement is December 2, 1997.
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH NOTES, AND
THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
AMGEN INC.
Amgen Inc. ("Amgen" or the "Company") is a global biotechnology company that
discovers, develops, manufactures and markets human therapeutics based on
advances in cellular and molecular biology.
The Company manufactures and markets three human therapeutic products,
NEUPOGEN(R) (Filgrastim), EPOGEN(R) (Epoetin alfa) and INFERGEN(R) (Interferon
alfacon-1). NEUPOGEN(R) selectively stimulates the production of neutrophils,
one type of white blood cell. The Company markets NEUPOGEN(R) in the United
States, countries of the European Union ("EU"), Canada and Australia for use
in decreasing the incidence of infection in patients undergoing
myelosuppressive chemotherapy. In addition, NEUPOGEN(R) is marketed in most of
these countries for use in reducing the duration of neutropenia for patients
undergoing myeloablative therapy followed by bone marrow transplantation, for
treating patients with severe chronic neutropenia and to support peripheral
blood progenitor cell ("PBPC") transplantations. EPOGEN(R) stimulates the
production of red blood cells and is marketed by Amgen in the United States
for the treatment of anemia associated with chronic renal failure in patients
on dialysis. INFERGEN(R) is a non-naturally occurring recombinant type-I
interferon for the treatment of chronic hepatitis C viral infection.
The Company focuses its research on biological cell/tissue events and its
development efforts on human therapeutics in the areas of hematopoiesis,
neurobiology, endocrinology, inflammation and soft tissue repair and
regeneration. The Company has research facilities in the United States and
Canada and has clinical development staff in the United States, the EU,
Canada, Australia, Japan and Hong Kong. To augment internal research and
development efforts, the Company has established external research
collaborations and has acquired certain product and technology rights.
Amgen operates commercial manufacturing facilities located in the United
States and Puerto Rico. A sales and marketing force is maintained in the
United States, the EU, Canada and Australia. In addition, Amgen has entered
into licensing and co-promotion agreements to market NEUPOGEN(R), EPOGEN(R)
and INFERGEN(R) in certain geographic areas.
The Company was incorporated in California in 1980 and was merged into a
Delaware corporation in 1987. Amgen's principal executive offices are located
at 1840 DeHavilland Drive, Thousand Oaks, California 91320-1789 and its
telephone number is (805) 447-1000.
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USE OF PROCEEDS
The net proceeds received by the Company from the sale of the Notes,
estimated at $98.7 million, will be used for general corporate purposes.
CAPITALIZATION
The following table sets forth a summary of the capitalization of the
Company as of September 30, 1997 and as adjusted to reflect the sale of the
Notes pursuant to the offering and the application of the net proceeds from
such sale as described herein. See "Use of Proceeds". The table should be read
in conjunction with the Consolidated Financial Statements and notes thereto
included in the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 incorporated by reference in the accompanying Prospectus.
See "Incorporation of Documents by Reference" in the accompanying Prospectus.
SEPTEMBER 30,
1997
-----------------
AS
ACTUAL ADJUSTED
-------- --------
(IN MILLIONS,
EXCEPT PER SHARE
DATA)
Current portion of long-term debt............................ $ 30.0 $ 30.0
Long-term debt (excluding current portion):
Medium Term Notes (expiring 1998-2003)..................... 29.0 29.0
8 1/8% Debentures due April 1, 2097........................ 100.0 100.0
Notes...................................................... -- 100.0
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Total long-term debt..................................... 129.0 229.0
Stockholders' equity:
Common stock and additional paid in capital: $.0001 par
value;
750.0 shares authorized, 263.2 shares outstanding......... 1,154.5 1,154.5
Retained earnings.......................................... 1,084.9 1,084.9
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2,239.4 2,239.4
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Total capitalization..................................... $2,398.4 $2,498.4
======== ========
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SELECTED FINANCIAL DATA
The selected consolidated financial information of the Company presented in
the table below for each of the last five fiscal years and the balance sheet
data as of the end of each such year has been derived from audited
consolidated financial statements included in the documents incorporated by
reference in the accompanying Prospectus. The selected consolidated financial
information of the Company presented in the table below as of and for the nine
months ended September 30, 1996 and September 30, 1997 is unaudited; however,
in the opinion of management, all adjustments, consisting only of normal
recurring adjustments necessary for a fair presentation of the results for
such periods, have been included. The results of operations for the nine
months ended September 30, 1997 may not be indicative of results of operations
to be expected for the full year. The table should be read in conjunction with
the Consolidated Financial Statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, and
the Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
incorporated by reference in the accompanying Prospectus. See "Incorporation
of Documents by Reference" in the accompanying Prospectus.
NINE MONTHS ENDED
YEARS ENDED OR AT DECEMBER 31, OR AT SEPTEMBER 30,
-------------------------------------------- -------------------
1992 1993 1994 1995 1996 1996 1997
-------- -------- -------- -------- -------- --------- ---------
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Revenues:
Product sales......... $1,050.7 $1,306.3 $1,549.6 $1,818.6 $2,088.2 $ 1,529.1 $ 1,655.5
Other revenues........ 42.3 67.5 98.3 121.3 151.6 117.2 138.8
Total revenues....... 1,093.0 1,373.8 1,647.9 1,939.9 2,239.8 1,646.3 1,794.3
Research and development
expenses............... 182.3 255.3 323.6 451.7 528.3 384.6 465.7
Marketing and selling
expenses............... 184.5 214.1 236.9 272.9 310.1 222.5 223.1
General and
administrative
expenses............... 107.7 114.3 122.9 145.5 160.5 119.1 134.3
Operating income........ 527.8 571.4 578.8 743.6 904.9 672.3 566.4
Interest expense, net... 0.1 6.2 12.0 15.3 6.2 5.2 0.8
Net income(1)........... 357.6 383.3 319.7 537.7 679.8 501.8 464.6
Primary earnings per
share(1)............... 1.21 1.33 1.14 1.92 2.42 1.78 1.68
Cash dividends declared
per share.............. -- -- -- -- -- -- --
OTHER DATA:
Capital expenditures.... $ 219.8 $ 209.9 $ 130.8 $ 162.7 $ 266.9 $ 167.6 $ 292.0
Ratio of earnings to
fixed charges.......... 55.7x 46.0x 31.1x 33.2x 62.4x 60.1x 49.5x
Total debt as a
percentage of total
capitalization......... 12.4% 20.0% 18.2% 12.9% 7.9% 8.4% 6.6%
CONSOLIDATED BALANCE
SHEET DATA:
Cash, cash equivalents
and marketable
securities............. $ 555.4 $ 723.2 $ 696.7 $1,050.3 $1,077.0 994.1 $ 1,101.7
Total assets............ 1,374.3 1,765.5 1,994.1 2,432.8 2,765.6 2,549.2 3,002.4
Short-term debt......... 2.0 111.5 99.7 69.7 118.2 118.2 30.0
Long-term debt.......... 129.9 181.2 183.4 177.2 59.0 59.0 129.0
Stockholders' equity.... 933.7 1,172.0 1,274.3 1,671.8 1,906.3 1,767.8 2,239.4
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(1) Includes an increase to net income of $8.7 million, or $.03 per share, for
the year ended December 31, 1993, to reflect the cumulative effect of a
change in accounting principle to adopt Statement of Financial Accounting
Standard No. 109. Also includes the write-off of in-process technology
purchased of $116.4 million, or $.42 per share, for the year ended
December 31, 1994, associated with the acquisition of Synergen, Inc. Also
includes a $157 million charge, which resulted in an after-tax charge of
$96.4 million or $0.35 per share, during the nine months ended September
30, 1997, relating to a spillover arbitration award to Johnson & Johnson.
S-4
DESCRIPTION OF THE NOTES
The Notes offered hereby will be issued under an Indenture dated as of
January 1, 1992, as supplemented by a First Supplemental Indenture dated as of
February 26, 1997 (the "Supplement") (such Indenture and Supplement are
collectively referred to herein as the "Indenture"), between the Company and
Citibank, N.A., as trustee (the "Trustee"). The following summary of certain
provisions of the Indenture and of the Notes (referred to in the accompanying
Prospectus as the "Debt Securities") supplements, and to the extent
inconsistent therewith replaces, the description of the general terms and
provisions of the Debt Securities set forth in the accompanying Prospectus, to
which reference is hereby made. Such summary does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, all
provisions of the Indenture, including the definitions therein of certain
terms.
The Notes offered hereby will be limited to $100 million aggregate principal
amount and will mature on December 1, 2007. The Notes will bear interest at
the rate per annum shown on the cover of this Prospectus Supplement, computed
on the basis of a 360-day year of twelve 30-day months, from December 1, 1997,
or from the most recent interest payment date to which interest has been paid
or provided for, payable semi-annually on June 1 and December 1 of each year,
beginning on June 1, 1998. Interest payable on any Note which is punctually
paid or duly provided for on any interest payment date shall be paid to
holders of record on the 15th day immediately preceding such interest payment
date.
The Notes will be subject to defeasance and covenant defeasance as provided
in the accompanying Prospectus.
The Notes will be issued in book-entry form only. See "--Book-Entry System".
OPTIONAL REDEMPTION
The Notes will be redeemable as a whole or in part, at the option of the
Company at any time, at a redemption price equal to the greater of (i) 100% of
the principal amount to be redeemed or (ii) the sum of the present values of
the Remaining Scheduled Payments on the redemption date discounted to maturity
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Yield plus 15 basis points, plus in each case accrued
interest to the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Notes. If no such security exists, a security
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes will be
used. "Independent Investment Banker" means Goldman, Sachs & Co. or Bear,
Stearns & Co. Inc. or, if either firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
S-5
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day, the
average of the Reference Treasury Dealer Quotations for such redemption date.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding
such redemption date.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co. and Bear,
Stearns & Co. Inc. and their respective successors; provided, however, that,
if any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to any Note, the
remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such Note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
Holders of Notes to be redeemed will receive notice thereof by first-class
mail at least 30 and not more than 60 days prior to the date fixed for
redemption.
Unless the Company defaults in payment of the redemption price, on and after
the redemption date interest will cease to accrue on the Notes or portions
thereof called for redemption.
LIMITATION ON INDEBTEDNESS OF SUBSIDIARIES
The covenant, "Limitation on Indebtedness of Subsidiaries" (described in the
accompanying Prospectus under "Description of Debt Securities--Certain
Covenants of the Company--Limitation on Indebtedness of Subsidiaries"), shall
not be applicable to the Notes.
BOOK-ENTRY SYSTEM
The Depository Trust Company, New York, New York, will act as depository
(the "Depositary") for the Notes. The Notes will be represented by one or more
global securities (a "Global Security") registered in the name of Cede & Co.,
the nominee of the Depositary. Accordingly, beneficial interests in the Notes
will be shown on, and transfer thereof will be effected only through, records
maintained by the Depositary and its participants.
The Depositary has advised the Company and the Underwriters as follows: the
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary holds securities that its
participants ("Direct Participants") deposit with the Depositary. The
Depositary also facilitates the settlement among Direct Participants of
securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in such Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers (including the Underwriters), banks, trust companies, clearing
corporations and certain other organizations. The Depositary is owned by a
number of its Direct Participants and by the New York
S-6
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Depositary's book-entry
system is also available to others such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to the Depositary and its
Direct and Indirect Participants are on file with the Securities and Exchange
Commission.
Principal and interest payments on the Notes registered in the name of the
Depositary's nominee will be made in immediately available funds to the
Depositary's nominee as the registered owner of the Global Securities. Under
the terms of the Notes, the Company and the Trustee will treat the persons in
whose names the Notes are registered as the owners of such Notes for the
purpose of receiving payment of principal and interest on such securities and
for all other purposes whatsoever. Therefore, neither the Company, the Trustee
nor any paying agent has any direct responsibility or liability for the
payment of principal or interest on the Global Securities to owners of
beneficial interests in the Global Securities. The Depositary has advised the
Company and the Trustee that its current practice is, upon receipt of any
payment of principal or interest, to credit Direct Participants' accounts on
the payment date in accordance with their respective holdings of beneficial
interests in the Global Securities as shown on the Depositary's records,
unless the Depositary has reason to believe that it will not receive payment
on the payment date. Payments by Direct and Indirect Participants to owners of
beneficial interests in the Global Securities will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Direct and Indirect Participants and not of
the Depositary, the Trustee or the Company, subject to any statutory
requirements that may be in effect from time to time. Payment of principal and
interest to the Depositary is the responsibility of the Company or the
Trustee; disbursement of such payments to the owners of beneficial interests
in the Global Securities shall be the responsibility of the Depositary and
Direct and Indirect Participants.
The Notes represented by a Global Security will be exchangeable for Notes in
definitive form of like tenor as such Global Security in denominations of
$1,000 and in any greater amount that is an integral multiple if the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time the Depositary ceases to
be a clearing agency registered under applicable law and a successor
depositary is not appointed by the Company within 90 days or the Company in
its discretion at any time determines not to require all of the Notes of such
series to be represented by a Global Security and notifies the Trustee
thereof. Any Notes that are exchangeable pursuant to the preceding sentence
are exchangeable for Notes issuable in authorized denominations and registered
in such names as the Depositary shall direct. Subject to the foregoing, a
Global Security is not exchangeable, except for a Global Security or Global
Securities of the same aggregate denominations to be registered in the name of
the Depositary or its nominee.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest on the Notes will be
made by the Company in immediately available funds.
S-7
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), the Company has agreed to sell to each of the
underwriters named below (the "Underwriters"), and each of such Underwriters
has severally agreed to purchase, the principal amount of the Notes set forth
opposite its name below.
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
----------- ------------
Goldman, Sachs & Co. ........................................ $ 50,000,000
Bear, Stearns & Co. Inc. .................................... 50,000,000
------------
Total...................................................... $100,000,000
============
The Underwriting Agreement provides that the obligations of the Underwriters
to pay for and accept delivery of the Notes is subject to the approval of
certain legal matters by their counsel and to certain other conditions. The
Underwriters are committed to take and pay for all of the Notes if any are
taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement, and in part to certain securities dealers at such price
less a concession of .400% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed .250% of the principal amount of the Notes to certain brokers and
dealers. After the Notes are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
Underwriters.
In connection with the offering, the Underwriters may purchase and sell the
Notes in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions created by the
Underwriters in connection with the offering. Stabilizing transactions consist
of certain bids or purchases for the purpose of preventing or retarding a
decline in the market price of the Notes, and short positions created by the
Underwriters involve the sale by the Underwriters of a greater number of Notes
than they are required to purchase from the Company in the offering. The
Underwriters also may impose a penalty bid, whereby selling concessions
allowed to broker-dealers in respect of the Notes sold in the offering may be
reclaimed by the Underwriters if such Notes are repurchased by the
Underwriters in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Notes, which
may be higher than the price that might otherwise prevail in the open market;
and these activities, if commenced, may be discontinued at any time. These
transactions may be effected in the over-the-counter market or otherwise.
The Notes are a new issue of securities with no established trading market.
The Company does not intend to apply for listing of the Notes on any
securities exchange. The Company has been advised by the Underwriters that the
Underwriters intend to make a market in the Notes but are not obligated to do
so and may discontinue such market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the
Notes.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act.
From time to time the Underwriters have provided, and continue to provide,
commercial or investment banking services to the Company for which they
receive customary fees.
S-8
CERTAIN LEGAL MATTERS
The validity of the Notes offered hereby will be passed upon for the Company
by Latham & Watkins, Los Angeles, California. Certain legal matters in
connection with the Notes offering will be passed upon for the Company by
George A. Vandeman, Esq., Senior Vice President, General Counsel and Secretary
of the Company and for the Underwriters by Skadden, Arps, Slate, Meagher & Flom
LLP, Los Angeles, California.
S-9
PROSPECTUS
$500,000,000
[LOGO OF AMGEN, INC.]
DEBT SECURITIES
----------------
The Company may offer and issue from time to time in one or more series debt
securities (the "Debt Securities") with an initial aggregate offering price not
to exceed U.S. $500,000,000 (or the equivalent in foreign denominated currency
or units based on or relating to currencies, including European Currency
Units). The Company will offer Debt Securities to the public on terms
determined by market conditions. Debt Securities may be issuable in registered
form without coupons or in bearer form with or without coupons attached. Debt
Securities may be sold for U.S. dollars, foreign denominated currency or
currency units; principal of, premium, if any, and any interest on Debt
Securities may likewise be payable in U.S. dollars, foreign denominated
currency or currency units in each case, as the Company specifically
designates.
The accompanying Prospectus Supplement sets forth the specific designation,
aggregate principal amount, purchase price, maturity, interest rate (or manner
of calculation thereof), time of payment of interest (if any), listing (if any)
on a securities exchange and any other specific terms of the Debt Securities
and the name of and compensation to each dealer, underwriter or agent (if any)
involved in the sale of such Debt Securities. The managing underwriters with
respect to each series sold to or through underwriters will be named in the
accompanying Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
Debt Securities may be offered through dealers, underwriters or agents
designated from time to time, as set forth in the accompanying Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of a dealer, the public offering price less discount in the case of an
underwriter or the purchase price less commission in the case of an agent--in
each case, less other expenses attributable to issuance and distribution. The
Company may also sell Debt Securities directly to investors on its own behalf.
In the case of sales made directly by the Company, no commission will be
payable. See "Plan of Distribution" for possible indemnification arrangements
for dealers, underwriters and agents.
November 24, 1997
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices located
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and Seven World Trade Center, Suite 1300, New York, New York 10048,
and copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants,
including the Company, that file electronically with the Commission at
http://www.sec.gov. The common stock, par value $0.0001 per share, of the
Company is listed on The Nasdaq National Market. Reports, proxy information
and other information concerning the Company can also be inspected at the
offices of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.
The Prospectus constitutes a part of a Registration Statement on Form S-3
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus omits certain of the
information contained in the Registration Statement in accordance with the
rules and regulations of the Commission. Reference is hereby made to the
Registration Statement and related exhibits for further information with
respect to the Company and the Debt Securities. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
(File No. 0-12477) and are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997; and
(3) the Company's Current Reports on Form 8-K as filed with the
Commission on February 26, 1997, February 28, 1997, March 14, 1997, April
8, 1997 and June 13, 1997.
2
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date of this Prospectus and prior
to the termination of the offering of any series of Debt Securities, shall be
deemed to be incorporated by reference in this Prospectus and be a part hereof
from the date of filing of such documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein, or in any subsequently filed
document that also is or is deemed to be incorporated by reference, modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Copies of the above documents (excluding exhibits, unless such exhibits are
specifically incorporated by reference in such documents) may be obtained
without charge upon request by persons (including beneficial owners) to whom
this Prospectus is delivered from the Manager of Investor Relations of the
Company, 1840 DeHavilland Drive, Thousand Oaks, California 91320-1789
(telephone number 805-499-5725, extension 3352).
AMGEN INC.
GENERAL
Amgen Inc. ("Amgen" or the "Company") is a global biotechnology company that
discovers, develops, manufactures and markets human therapeutics based on
advances in cellular and molecular biology.
The Company manufactures and markets three human therapeutic products,
NEUPOGEN(R) (Filgrastim), EPOGEN(R) (Epoetin alfa) and INFERGEN(R) (Interferon
alfacon-1). NEUPOGEN(R) selectively stimulates the production of neutrophils,
one type of white blood cell. The Company markets NEUPOGEN(R) in the United
States, countries of the European Union ("EU"), Canada and Australia for use
in decreasing the incidence of infection in patients undergoing
myelosuppressive chemotherapy. In addition, NEUPOGEN(R) is marketed in most of
these countries for use in reducing the duration of neutropenia for patients
undergoing myeloablative therapy followed by bone marrow transplantation, for
treating patients with severe chronic neutropenia and to support peripheral
blood progenitor cell ("PBPC") transplantations. EPOGEN(R) stimulates the
production of red blood cells and is marketed by Amgen in the United States
for the treatment of anemia associated with chronic renal failure in patients
on dialysis. INFERGEN(R) is a non-naturally occurring recombinant type-I
interferon for the treatment of chronic hepatitis C viral infection.
The Company focuses its research on biological cell/tissue events and its
development efforts on human therapeutics in the areas of hematopoiesis,
neurobiology, endocrinology, inflammation and soft tissue repair and
regeneration. The Company has research facilities in the United States and
Canada and has clinical development staff in the United States, the EU,
Canada, Australia, Japan and Hong Kong. To augment internal research and
development efforts, the Company has established external research
collaborations and has acquired certain product and technology rights.
Amgen operates commercial manufacturing facilities located in the United
States and Puerto Rico. A sales and marketing force is maintained in the
United States, the EU, Canada and Australia. In addition, Amgen has entered
into licensing and co-promotion agreements to market NEUPOGEN(R), EPOGEN(R)
and INFERGEN(R) in certain geographic areas.
The Company was incorporated in California in 1980 and was merged into a
Delaware corporation in 1987. Amgen's principal executive offices are located
at 1840 DeHavilland Drive, Thousand Oaks, California 91320-1789 and its
telephone number is (805) 447-1000.
3
RATIO OF EARNINGS TO FIXED CHARGES
The Company's consolidated ratio of earnings to fixed charges for the fiscal
years ended December 31, 1992, 1993, 1994, 1995 and 1996 and for the nine
months ended September 30, 1997 were 55.7x, 46.0x, 31.1x, 33.2x, 62.4x and
49.5x, respectively. For the purposes of calculating the ratio of earnings to
fixed charges, earnings consist of income before income taxes adjusted for the
equity in earnings and losses of and cash distributions from less than 50%-
owned companies accounted for under the equity method, the Company's share of
the provision for income taxes of a 50%-owned company and fixed charges
(excluding capitalized interest). Fixed charges consist of net interest
expense (including amortization of debt issuance costs and Amgen's applicable
share of interest expense of a 50%-owned company), capitalized interest and
the interest portion of operating lease expense.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general
corporate purposes, which may include additions to working capital, capital
expenditures, stock repurchases, repayment of indebtedness and acquisitions.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture dated as of January 1,
1992, as supplemented by a First Supplemental Indenture dated as of February
26, 1997 (the "Supplement") (such Indenture and Supplement are collectively
referred to herein as the "Indenture"), between the Company and Citibank,
N.A., as trustee (the "Trustee"). The following summaries of certain
provisions of the Indenture and the Debt Securities do not purport to be
complete and such summaries are subject to the detailed provisions of the
Indenture to which reference is hereby made for a full description of such
provisions, including the definition of certain terms used herein, and for
other information regarding the Debt Securities. The Indenture has been
incorporated by reference as an exhibit to the Registration Statement of which
this Prospectus is a part. Numerical references in parentheses below are to
sections in the Indenture. Wherever particular sections or defined terms of
the Indenture are referred to, such sections or defined terms are incorporated
herein by reference as part of the statement made, and the statement is
qualified in its entirety by such reference. The Debt Securities offered by
this Prospectus and the accompanying Prospectus Supplement are referred to
herein as the "Offered Debt Securities."
GENERAL
The Indenture does not limit the amount of additional indebtedness that the
Company may incur. The Debt Securities will be unsecured and will rank pari
passu with all other unsecured and unsubordinated indebtedness of the Company.
The Indenture provides that Debt Securities may be issued from time to time
in one or more series and may be denominated and payable in foreign currencies
or units based on or relating to foreign currencies, including European
Currency Units ("ECUs"). Special United States federal income tax
considerations applicable to any Debt Securities so denominated are described
in the relevant Prospectus Supplement.
Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Offered Debt Securities (to the extent such
terms are applicable to such Offered Debt Securities): (i) the specific
designation, aggregate principal amount, purchase price and denomination;
4
(ii) currency or units based on or relating to currencies in which such
Offered Debt Securities are denominated and/or in which principal of, premium,
if any, and/or any interest on such Offered Debt Securities will or may be
payable; (iii) any date of maturity; (iv) interest rate or rates (or the
method by which such rate will be determined), if any; (v) the dates on which
any such interest will be payable; (vi) the place or places where the
principal of, premium, if any, and any interest on the Offered Debt Securities
will be payable; (vii) any redemption, repayment or sinking fund provisions;
(viii) whether the Offered Debt Securities will be issuable in registered form
or bearer form ("Bearer Debt Securities") or both and, if Bearer Debt
Securities are issuable, any restrictions applicable to the exchange of one
form for another and to the offer, sale and delivery of Bearer Debt
Securities; (ix) any applicable United States federal income tax consequences,
including whether and under what circumstances the Company will pay additional
amounts on Offered Debt Securities held by a person who is not a U.S. person
(as defined in the Prospectus Supplement) in respect of any tax, assessment or
governmental charge withheld or deducted and, if so, whether the Company will
have the option to redeem such Offered Debt Securities rather than pay such
additional amounts; and (x) any other specific terms of the Offered Debt
Securities, including any additional events of default or covenants provided
for with respect to such Offered Debt Securities, and any terms which may be
required by or be advisable under applicable laws or regulations.
Debt Securities may be presented for exchange and registered Debt Securities
may be presented for transfer in the manner, at the places and subject to the
restrictions set forth in the Debt Securities and the Prospectus Supplement.
Subject to the limitations provided in the Indenture, such services will be
provided without charge, other than any tax or other governmental charge
payable in connection therewith. Debt Securities in bearer form and the
coupons, if any, appertaining thereto will be transferable by delivery.
Debt Securities will bear interest at a fixed rate (a "Fixed Rate Security")
or a floating rate (a "Floating Rate Security"). Debt Securities bearing no
interest or interest at a rate that at the time of issuance is below the
prevailing market rate will be sold at a discount below their stated principal
amount. Special United States federal income tax considerations applicable to
any such discounted Debt Securities or to certain Debt Securities issued at
par which are treated as having been issued at a discount for United States
federal income tax purposes are described in the relevant Prospectus
Supplement.
GLOBAL SECURITIES
The registered Debt Securities of a series may be issued in the form of one
or more fully registered global Debt Securities (a "Registered Global
Security") that will be deposited with a depositary (a "Depositary") or with a
nominee for a Depositary identified in the Prospectus Supplement relating to
such series and registered in the name of the Depositary or a nominee thereof.
In such case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding registered Debt Securities of the series to be
represented by such Registered Global Security or Registered Global
Securities. Unless and until it is exchanged in whole for Debt Securities in
definitive registered form, a Registered Global Security may not be
transferred except as a whole by the Depositary for such Registered Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor. The Depositary currently accepts only Debt Securities that are
denominated in U.S. dollars.
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such
series. The Company anticipates that the following provisions will apply to
all depositary arrangements.
5
Ownership of beneficial interests in a Registered Global Security will be
limited to persons that have accounts with the Depositary for such Registered
Global Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Registered Global Security, the
Depositary for such Registered Global Security will credit, on its book-entry
registration and transfer system, the participants' accounts with the
respective principal amounts of the Debt Securities represented by such
Registered Global Security beneficially owned by such participants. The
accounts to be credited shall be designated by any dealers, underwriters or
agents participating in the distribution of such Debt Securities. Ownership of
beneficial interests in such Registered Global Security will be shown on, and
the transfer of such ownership interests will be effected only through,
records maintained by the Depositary for such Registered Global Security (with
respect to interests of participants) and on the records of participants (with
respect to interests of persons holding through participants). The laws of
some states may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to own, transfer or pledge beneficial interests in
Registered Global Securities.
So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder
of the Debt Securities represented by such Registered Global Security for all
purposes under the Indenture. Except as set forth below, owners of beneficial
interests in a Registered Global Security will not be entitled to have the
Debt Securities represented by such Registered Global Security registered in
their names, will not receive or be entitled to receive physical delivery of
such Debt Securities in definitive form and will not be considered the owners
or holders thereof under the Indenture. Accordingly, each person owning a
beneficial interest in a Registered Global Security must rely on the
procedures of the Depositary for such Registered Global Security and, if such
person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a holder under
the Indenture. The Company understands that under existing industry practices,
if the Company requests any action of holders or if an owner of a beneficial
interest in a Registered Global Security desires to give or take any action
which a holder is entitled to give or take under the Indenture, the Depositary
for such Registered Global Security would authorize the participants holding
the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such
participants to give or take such action or would otherwise act upon the
instructions of beneficial owners holding through them.
Payments of principal of, premium, if any, and any interest on Debt
Securities represented by a Registered Global Security registered in the name
of a Depositary or its nominee will be made to such Depositary or its nominee,
as the case may be, as the registered owner of such Registered Global
Security. None of the Company, the Trustee or any other agent of the Company
or agent of the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in such Registered Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium, if any, or any interest in respect of such Registered Global
Security, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in such
Registered Global Security as shown on the records of such Depositary. The
Company also expects that payments by participants to owners of beneficial
interests in such Registered Global Security held through such participants
will be governed by standing customer instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of such
participants.
6
If the Depositary for any Debt Securities represented by a Registered Global
Security is at any time unwilling or unable to continue as Depositary or
ceases to be a clearing agency registered under the Exchange Act, and a
successor Depositary registered as a clearing agency under the Exchange Act is
not appointed by the Company within 90 days, the Company will issue such Debt
Securities in definitive form in exchange for such Registered Global Security.
In addition, the Company may at any time and in its sole discretion determine
not to have any of the Debt Securities of a series represented by one or more
Registered Global Securities and, in such event, will issue Debt Securities of
such series in definitive form in exchange for all of the Registered Global
Security or Registered Global Securities representing such Debt Securities.
Any Debt Securities issued in definitive form in exchange for a Registered
Global Security will be registered in such name or names as the Depositary
shall instruct the Trustee. It is expected that such instructions will be
based upon directions received by the Depositary from participants with
respect to ownership of beneficial interests in such Registered Global
Security. The Debt Securities of a series may also be issued in the form of
one or more bearer global Securities (a "Bearer Global Security") that will be
deposited with a common depositary for Euroclear and CEDEL, or with a nominee
for such depositary identified in the Prospectus Supplement relating to such
series. The specific terms and procedures, including the specific terms of the
depositary arrangement, with respect to any portion of a series of Debt
Securities to be represented by a Bearer Global Security will be described in
the Prospectus Supplement relating to such series.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Liens. The Indenture provides with respect to each series of
Debt Securities that, unless the terms of such series of Debt Securities
provide otherwise, the Company covenants not to create or assume, or permit
any Restricted Subsidiary to create or assume, any mortgage, pledge or lien
("Mortgage") upon any Principal Property or any shares of capital stock or
indebtedness of any Restricted Subsidiary owned or acquired, unless the Debt
Securities of such series are secured by such Mortgage equally and ratably
with all other indebtedness thereby secured. Such covenant does not apply to
(a) Mortgages on any Principal Property, shares of stock or indebtedness of
any corporation existing at the time such corporation becomes a Restricted
Subsidiary, (b) Mortgages on any Principal Property acquired, constructed or
improved by the Company or any Restricted Subsidiary after the date of the
Indenture which are created or assumed contemporaneously with such
acquisition, construction or improvement or within 120 days after the latest
of the acquisition, completion of construction (including any improvement on
an existing property) or commencement of commercial operation of such
property, to secure or provide for payment of all or any substantial part of
the purchase price of such property or the cost of such construction or
improvement incurred after the date of the Indenture, (c) Mortgages on any
Principal Property or shares of stock or indebtedness acquired from a
corporation merged with or into the Company or a Restricted Subsidiary and
Mortgages on any Principal Property existing at the time of acquisition, (d)
Mortgages on any Principal Property to secure indebtedness of a Restricted
Subsidiary to the Company or another Restricted Subsidiary, (e) Mortgages on
any Principal Property in favor of the United States of America or any State
thereof or The Commonwealth of Puerto Rico or any political subdivision
thereof, to secure progress or other payments or to secure indebtedness
incurred for the purpose of financing the cost of acquiring, constructing or
improving such Principal Property (including Mortgages incurred in connection
with pollution control, industrial revenue, Title XI maritime financings or
similar financings), (f) Mortgages existing as of the date of the Indenture,
(g) Mortgages for taxes, assessments, government charges or claims which are
being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted and if a reserve or other appropriate provision, if
any, as shall be required in conformity with generally accepted accounting
principles shall have been made therefor, (h) Mortgages created or deposits
made to secure the performance of tenders, bids, leases, statutory
obligations, surety and appeal bonds, government contracts, performance and
return-of-money bonds and other obligations of a like nature incurred in the
ordinary course of business (exclusive of obligations for the payment of
borrowed money), and (i) any extension, renewal or replacement (or successive
7
extensions, renewals or replacements), in whole or in part, of any Mortgage
referred to in the foregoing clauses (a) to (h), inclusive. (Section 3.6)
Notwithstanding the foregoing, the Company and its Restricted Subsidiaries
may, without securing the Debt Securities of any series, create or assume
Mortgages (which would otherwise be subject to the foregoing restrictions)
securing indebtedness in an aggregate amount which, together with all other
Exempted Debt (as defined herein) of the Company and its Restricted
Subsidiaries, does not at the time exceed 10% of Consolidated Adjusted Net
Tangible Assets (defined in the Indenture as total assets less current
liabilities and intangible assets on the consolidated balance sheet contained
in the latest report on Form 10-Q or on Form 10-K, of the Company and its
subsidiaries). (Section 3.6)
Limitation on Sale and Lease-Back Transactions. The Indenture provides with
respect to each series of Debt Securities that, unless the terms of such
series of Debt Securities provides otherwise, a Sale and Lease-Back
Transaction (as defined herein) is prohibited except in the event that (a) the
Company or such Restricted Subsidiary would be entitled to incur indebtedness
secured by a Mortgage on the property to be leased in an amount equal to the
Attributable Debt (as defined herein) with respect to such Sale and Lease-Back
Transaction without equally and ratably securing the Debt Securities of such
series pursuant to the first paragraph of "Limitation on Liens" above; or (b)
the Company applies an amount equal to the fair value of the property sold to
the purchase of Principal Property or to the retirement of Long-Term
Indebtedness (as defined herein) within 120 days of the effective date of any
such Sale and Lease-Back Transaction. In lieu of applying such amount to such
retirement the Company may deliver Debt Securities to the Trustee for
cancellation, such Debt Securities to be credited at the cost thereof to the
Company. (Section 3.7)
Notwithstanding the foregoing, the Company or any Restricted Subsidiary may
enter into any Sale and Lease-Back Transaction (which would otherwise be
subject to the foregoing restrictions) as long as the Attributable Debt
resulting from such Sale and Lease-Back Transaction, together with all other
Exempted Debt of the Company and its Restricted Subsidiaries, does not at any
time exceed 10% of Consolidated Adjusted Net Tangible Assets. (Section 3.7)
Limitation on Indebtedness of Subsidiaries. The Indenture provides with
respect to each series of Debt Securities that, unless the terms of such
series of Debt Securities provide otherwise, the Company will not permit any
Subsidiary to create or assume any Indebtedness if such Indebtedness together
with all other aggregate Indebtedness of its Subsidiaries exceeds 20% of
Consolidated Adjusted Net Tangible Assets. (Section 3.8)
CERTAIN DEFINITIONS
The term "Attributable Debt," when used in connection with a Sale and Lease-
Back Transaction, means, as of any particular time, the lesser of (a) the fair
value of the property subject to such arrangement and (b) the then present
value (computed by discounting at the Composite Rate (as defined in the
Indenture)) of the obligation of a lessee for net rental payments during the
remaining term of any lease (including any period for which such lease has
been extended or may, at the option of the lessor, be extended). The term "net
rental payments" under any lease for any period means the sum of the rental
and other payments required to be paid in such period by the lessee
thereunder, not including, however, any amounts required to be paid by such
lessee (whether or not designated as rental or additional rental) on account
of maintenance and repairs, insurance, taxes, assessments, water rates or
similar charges required to be paid by such lessee thereunder or any amounts
required to be paid by such lessee thereunder contingent upon the amount of
sales, maintenance and repairs, insurance, taxes, assessments, water rates or
similar charges. (Section 1.1)
8
The term "Exempted Debt" means the sum of the following items outstanding as
of the date Exempted Debt is being determined: (a) indebtedness of the Company
and its Restricted Subsidiaries incurred after the date of the Indenture and
secured by mortgages created or assumed pursuant to the final paragraph of
"Limitation on Liens" and (b) Attributable Debt of the Company and its
Restricted Subsidiaries in respect of every Sale and Lease-Back Transaction
entered into after the date of the Indenture and pursuant to the second
paragraph of "Limitation on Sale and Lease-Back Transactions." (Section 1.1)
The term "Long Term Indebtedness" means all Indebtedness of the Company and
its Restricted Subsidiaries maturing by its terms more than one year after, or
which is renewable or extendible at the option of the Company for a period
ending more than one year after, the date as of which Long-Term Indebtedness
is being determined. (Section 1.1) The term "Indebtedness" means obligations
(other than non-recourse obligations, or any series of Debt Securities when
determining whether an Event of Default has occurred with respect to such
series of Debt Securities) of, or guaranteed or assumed by, the Company for
borrowed money or evidenced by bonds, debentures, notes or other similar
instruments. (Section 5.1)
The term "Principal Property" means the Company's principal office buildings
and each manufacturing plant or research facility located within the
territorial limits of the States of the United States of America or The
Commonwealth of Puerto Rico (including any other territorial possession of the
United States of America) of the Company or a Subsidiary except such as the
Board of Directors by resolution reasonably determines (taking into account,
among other things, the importance of such property to the business, financial
condition and earnings of the Company and its consolidated subsidiaries taken
as a whole) not to be a Principal Property. (Section 1.1)
The term "Sale and Lease-Back Transaction" means any arrangement with any
person (other than the Company or any Restricted Subsidiary) providing for the
leasing by the Company or a Restricted Subsidiary of any Principal Property
for a term of more than three years, which property has been or is to be sold
or transferred by the Company or such Restricted Subsidiary to such person.
(Section 3.7)
The term "Subsidiary" means any corporation the outstanding securities of
which having ordinary voting power to elect a majority of the board of
directors of such corporation (whether or not any other class of securities
has or might have voting power by reason of the happening of a contingency)
are at the time owned or controlled directly or indirectly by the Company or
by one or more Subsidiaries or by the Company and one or more Subsidiaries;
provided, however, that the term "Subsidiary" shall not mean any corporation
engaged primarily in financing receivables, making loans, extending credit,
providing financing from foreign sources or other activities of a character
conducted by a finance company. The term "Restricted Subsidiary" means any
Subsidiary that owns a Principal Property. (Section 1.1)
Unless otherwise indicated in the applicable Prospectus Supplement, neither
the Debt Securities nor the Indenture contain covenants specifically designed
to protect holders of Debt Securities in the event of a highly leveraged
transaction involving the Company.
LIMITATION ON MERGERS AND SALE OF ASSETS
The Company may not consolidate with, merge into or be merged into, or
transfer or lease its property and assets substantially as an entirety to
another entity unless the successor entity assumes all the obligations of the
Company under the Indenture and the Debt Securities and after giving effect
thereto, no default or Event of Default (as defined below) shall have occurred
and be continuing and such successor entity shall be a United States
corporation. Thereafter, except in the case of a lease, all such obligations
of the Company shall terminate. (Section 9.1) The Indenture further provides
with
9
respect to each series of Debt Securities that, unless the terms of such
series of Debt Securities provide otherwise, the Company will not, and will
not permit any Restricted Subsidiary to, merge or consolidate with another
corporation, or sell all or substantially all of its assets to another
corporation for a consideration other than the fair value thereof in cash, if
such other corporation has outstanding obligations secured by a Mortgage
which, after such transaction, would extend to any Principal Property owned by
the Company or such Restricted Subsidiary prior to such transaction, unless
the Company or such Restricted Subsidiary shall have effectively provided that
the Debt Securities of such series will be secured by a Mortgage which, upon
completion of the aforesaid transaction, will rank prior to such Mortgage of
such other corporation on any Principal Property. (Section 3.6)
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities is defined
under the Indenture as being: (a) default in payment of any principal of the
Debt Securities of such series, either at maturity (or upon any redemption),
by declaration or otherwise; (b) default for 30 days in payment of any
interest on any Debt Securities of such series; (c) default for 90 days after
written notice in the observance or performance of any other covenant or
agreement in the Debt Securities of such series or the Indenture other than a
covenant included in such Indenture solely for the benefit of a series of Debt
Securities other than such series; (d) certain events of bankruptcy,
insolvency or reorganization; (e) failure by the Company to make any payment
at maturity, including any applicable grace period, in respect of Indebtedness
in an amount in excess of $10,000,000 and continuance of such failure for a
period of 30 days after written notice thereof to the Company by the Trustee,
or to the Company and the Trustee by the holders of not less than 25% in
principal amount of the outstanding Debt Securities (treated as one class)
issued under the Indenture; (f) a default with respect to any Indebtedness,
which default results in the acceleration of Indebtedness in an amount in
excess of $10,000,000 without such Indebtedness having been discharged or such
acceleration having been cured, waived, rescinded, or annulled for a period of
30 days after written notice thereof to the Company by the Trustee, or to the
Company and the Trustee by the holders of not less than 25% in principal
amount of the outstanding Debt Securities (treated as one class) issued under
the Indenture; or (g) default in the payment of any sinking fund installment
of the Debt Securities of such series as and when the same shall become due
and payable; provided, however, that if any such failure, default or
acceleration referred to in clause (e) or (f) above shall cease or be cured,
waived, rescinded or annulled, then the Event of Default by reason thereof
shall be deemed likewise to have been thereupon cured. (Section 5.1)
The Indenture provides that (a) if an Event of Default due to the default in
payment of principal of, premium, if any, or any interest on, any series of
Debt Securities or due to the default in the performance or breach of any
other covenant or warranty of the Company applicable to the Debt Securities of
such series but not applicable to all outstanding Debt Securities or due to
the default in the payment of any sinking fund installment of the Debt
Securities of such series shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of the Debt
Securities of each affected series (treated as one class) then outstanding may
then declare the principal of all Debt Securities of each such affected series
and interest accrued thereon to be due and payable immediately; and (b) if an
Event of Default due to a default in the performance of any other of the
covenants or agreements in the Indenture applicable to all outstanding Debt
Securities or due to certain events of bankruptcy, insolvency and
reorganization of the Company or due to a default described in clauses (e) or
(f) of the preceding paragraph shall have occurred and be continuing, either
the Trustee or the holders of not less than 25% in principal amount of all
Debt Securities then outstanding (treated as one class) may declare the
principal of all such Debt Securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal of, premium, if any, or any interest on such Debt
Securities) by the holders of a majority in principal amount of the Debt
Securities of all such affected series then outstanding. (Section 5.1)
10
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during a default to act with the required standard of
care, to be indemnified by the holders of Debt Securities (treated as one
class) before proceeding to exercise any right or power under the Indenture at
the request of such holders. (Section 5.6) Subject to such provisions in the
Indenture for the indemnification of the Trustee and certain other
limitations, the holders of a majority in principal amount of the outstanding
Debt Securities of each affected series (treated as one class) may direct the
time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee.
(Section 5.9)
The Indenture provides that no holder of Debt Securities may institute any
action against the Company under the Indenture (except actions for payment of
overdue principal or interest) unless such holder previously shall have given
to the Trustee written notice of default and continuance thereof and unless
the holders of not less than 25% in principal amount of the Debt Securities of
each affected series (treated as one class) then outstanding shall have
requested the Trustee to institute such action and shall have offered the
Trustee reasonable indemnity, the Trustee shall not have instituted such
action within 60 days of such request and the Trustee shall not have received
direction inconsistent with such written request by the holders of a majority
in principal amount of the outstanding Debt Securities of each affected series
(treated as one class). (Section 5.6 and Section 5.7)
The Indenture contains a covenant that the Company will file annually,
commencing March 31, 1992, with the Trustee a certificate that no default
existed or a certificate specifying any default that existed, each as of the
preceding December 31. (Section 3.5)
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides with respect to each series of Debt Securities that
the Company may elect either (a) except to the extent the terms of such series
of Debt Securities provide otherwise, to defease and be discharged from any
and all obligations with respect to the Debt Securities of such series (except
for the obligations to register the transfer or exchange of the Debt
Securities of such series, to replace temporary or mutilated, destroyed, lost
or stolen Debt Securities of such series, to maintain an office or agency in
respect of the Debt Securities of such series and to hold moneys for payment
in trust) ("legal defeasance") or (b) to be released from its obligations with
respect to the Debt Securities of such series under Sections 3.6, 3.7, 3.8 and
9.1 of the Indenture (being the restrictions described under "Certain
Covenants of the Company") ("covenant defeasance"), upon the deposit with the
Trustee (or other qualifying trustee), in trust for such purpose, of money or,
in the case of Debt Securities payable in U.S. dollars, U.S. Government
Obligations (as defined in the Indenture) which through the payment of
principal and interest in accordance with their terms will provide money in an
amount sufficient to pay the principal of, premium, if any, and any interest
on the Debt Securities of such series, and any mandatory sinking fund or
analogous payments thereon, on the due date thereof. Such a trust may (except
to the extent the terms of the Debt Securities of such series otherwise
provide) only be established if, among other things, the Company has delivered
to the Trustee an opinion of counsel (as specified in the Indenture) to the
effect that the Holders of the Debt Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of
such legal defeasance or covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such legal defeasance or covenant defeasance had
not occurred. Such opinion, in the case of legal defeasance under clause (a)
above, must (except to the extent the terms of the Debt Securities of the
relevant series otherwise provide) refer to and be based upon a ruling of the
Internal Revenue Service or a change in applicable Federal income tax law
occurring after the date of the Indenture. The Prospectus Supplement may
further describe the provisions, if any, permitting such legal defeasance or
covenant defeasance with respect to the Offered Debt Securities of the series
to which such Prospectus Supplement relates. (Section 10.1)
11
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the holders of Debt Securities
to: (a) secure any Debt Securities, (b) evidence the assumption by a successor
corporation of the obligations of the Company, (c) add covenants for the
protection of the holders of Debt Securities, (d) cure any ambiguity or
correct any inconsistency in the Indenture or make any other provisions as the
Company may deem necessary or desirable; provided that no such action shall
adversely affect the interests of the holders of Debt Securities, (e)
establish the forms or terms of Debt Securities of any series and (f) evidence
the acceptance of appointment by a successor trustee. (Section 8.1)
The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a 66 2/3% in
principal amount of Debt Securities of each series then outstanding and
affected (voting as one class), to (i) add any provisions to the Indenture,
(ii) change in any manner or eliminate any of the provisions of the Indenture,
or (iii) modify in any manner the rights of the holders of the Debt Securities
of each series so affected; provided that the Company and the Trustee may not,
without the consent of the holder of each outstanding Debt Security affected
thereby, (a) extend the stated maturity of the principal of any Debt Security,
or reduce the principal amount thereof or reduce the rate or extend the time
of payment of interest thereon, or reduce any amount payable on the redemption
thereof or change the currency in which the principal thereof (including any
amount in respect of original issue discount), premium, if any, or any
interest thereon is payable or reduce the amount of any original issue
discount security payable upon acceleration or provable in bankruptcy or alter
certain provisions of the Indenture relating to the Debt Securities issued
thereunder not denominated in U.S. dollars or impair the right of any holder
to institute suit for the enforcement of any payment on any Debt Security when
due or (b) reduce the aforesaid percentage in principal amount of Debt
Securities of any series, the consent of the holders of which is required for
any such modification. (Section 8.2)
At such time as the Debt Securities issued after February 26, 1997 are the
only Debt Securities then outstanding under the Indenture, then, without any
further action on the part of the Company or the Trustee, the Indenture shall
automatically reduce the principal amount of Debt Securities of each series
then outstanding and affected (voting as one class) necessary to consent to
the actions referred to in clauses (i) through (iii) of the foregoing
paragraph from 66 2/3% to a majority in principal amount of such Debt
Securities.
CONCERNING THE TRUSTEE
The Company and its subsidiaries maintain ordinary banking relationships
with Citibank, N.A. and its affiliates and a number of other banks. Citibank,
N.A. and its affiliates along with a number of other banks have extended
credit facilities to the Company and its subsidiaries.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby in four ways:
(i) directly to purchasers, (ii) through agents, (iii) through underwriters
and (iv) through dealers.
Offers to purchase Debt Securities may be solicited directly by the Company.
Offers to purchase Debt Securities may also be solicited by agents designated
by the Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the
offer or sale of the Debt Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent set forth, in the Prospectus Supplement. Unless otherwise indicated in
the Prospectus Supplement, any such agent will be acting
12
on a best efforts basis for the period of its appointment. Agents may be
entitled under agreements which may be entered into with the Company to
indemnification by the Company against certain civil liabilities, including
liabilities under the Securities Act, and may be customers of, engage in
transactions with or perform services for the Company in the ordinary course
of business.
If any underwriters are utilized in the sale, the Company will enter into an
underwriting agreement with such underwriters at the time of sale to them and
the names of the underwriters and the terms of the transaction will be set
forth in the Prospectus Supplement, which will be used by the underwriters to
make resales of the Debt Securities in respect of which this Prospectus is
delivered to the public. The underwriters may be entitled, under the relevant
underwriting agreement, to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company
in the ordinary course of business.
If a dealer is utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to the dealer, as principal. The dealer may then resell such Debt Securities
to the public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and may
be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters or dealers to solicit offers by certain purchasers to
purchase Offered Debt Securities from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject to only those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission
payable for solicitation of such offers.
LEGAL MATTERS
The validity of the Offered Debt Securities offered hereby will be passed
upon for the Company by Latham & Watkins, Los Angeles, California. Certain
legal matters with respect to the Offered Debt Securities will be passed upon
for the Company by George A. Vandeman, Esq., Senior Vice President, General
Counsel and Secretary of the Company. Certain legal matters in connection with
offerings made by this Prospectus may be passed on for any underwriters,
agents or dealers by counsel named in the Prospectus Supplement.
EXPERTS
The consolidated financial statements and related schedule of the Company
for the year ended December 31, 1996, appearing in the Company's Annual Report
on Form 10-K have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
13
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
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The Company................................................................ S-2
Use of Proceeds............................................................ S-3
Capitalization............................................................. S-3
Selected Financial Data.................................................... S-4
Description of the Notes................................................... S-5
Underwriting............................................................... S-8
Certain Legal Matters...................................................... S-9
PROSPECTUS
PAGE
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Available Information...................................................... 2
Incorporation of Documents by Reference.................................... 2
Amgen Inc. ................................................................ 3
Use of Proceeds............................................................ 4
Description of Debt Securities............................................. 4
Plan of Distribution....................................................... 12
Legal Matters.............................................................. 13
Experts.................................................................... 13
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$100,000,000
[LOGO OF AMGEN(R)]
6.50% NOTES DUE
DECEMBER 1, 2007
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
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