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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) AMGEN INC. (Name of Subject Company) PHARMAINVEST, L.L.C. PHARMACEUTICAL ROYALTIES, L.L.C. PHARMACEUTICAL ROYALTY INVESTMENTS LTD. PHARMACEUTICAL PARTNERS, L.L.C. (Bidder) CONTRACTUAL CONTINGENT PAYMENT RIGHTS ARISING FROM THE PURCHASE OF CLASS A INTERESTS OF AMGEN CLINICAL PARTNERS, L.P. (Title of Class of Securities) NONE (CUSIP Number) PABLO LEGORRETA, DAVE MADDEN PHARMAINVEST, L.L.C. 675 Third Avenue, Suite 3000 New York, NY 10017 (800) 600-1450 --------------- COPIES TO: F. GEORGE DAVITT, ESQ. TESTA, HURWITZ & THIBEAULT, LLP 125 High Street Boston, MA 02110 (617) 248-7000 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed by PharmaInvest, L.L.C., a Delaware limited liability company (the "Purchaser"), on behalf of Pharmaceutical Royalties, L.L.C., a Delaware limited liability company, and Pharmaceutical Royalty Investments Ltd., a Bermuda company (collectively the "Funds"), and on behalf of Pharmaceutical Partners, L.L.C., a Delaware limited liability company and the sole member of Purchaser, relating to the offer by Purchaser to purchase outstanding contractual contingent payment rights arising from the purchase of Class A Interests of Amgen Clinical Partners, L.P. (the "CCPRs"), at $220,000 per CCPR, net to the seller in cash, without interest thereon, on the terms and subject to the conditions set forth in the Offer to Purchase, dated September 29, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively (which, together with any amendments or supplements hereto or thereto, collectively constitute the "Offer"). As of 5:00 p.m. New York City time, on Monday, October 18, 1999, no CCPRs had been tendered in the Offer. The paragraph entitled "Opportunity for liquidity" under the section "Risk Factors" in the Offer is hereby amended by inserting the following sentences after the last sentence of the current paragraph: "Upon tendering your CCPRs, your own broker, custodian, IRA trustee or other owner of record for the CCPRs may charge you a fee or commission, which will not be reimbursed by Purchaser. Purchaser is not able to determine what those fees or commissions, if any, will be. Investors are strongly advised to consult their own broker, custodian, IRA trustee or other owner of record for the CCPRs with respect to the amount and nature of any fees or commissions that may be charged in connection with the tender of CCPRs to Purchaser." SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 19, 1999 PHARMAINVEST, L.L.C. By: /s/ Pablo Legorreta -------------------------------------- Name: Pablo Legorreta Title: Managing Member of Pharmaceutical Partners, L.L.C., the Manager PHARMACEUTICAL ROYALTIES, L.L.C. By: /s/ Pablo Legorreta -------------------------------------- Name: Pablo Legorreta Title: Managing Member of Pharmaceutical Partners, L.L.C., the Manager PHARMACEUTICAL ROYALTY INVESTMENTS LTD. By: /s/ David Madden -------------------------------------- Name: David Madden Title: Managing Member of Pharmaceutical Partners, L.L.C., the Manager PHARMACEUTICAL PARTNERS, L.L.C. By: /s/ David Madden -------------------------------------- Name: David Madden Title: Managing Member