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 FINAL AMENDMENT AMGEN INC. -------------------- (Name of subject company) PHARMAINVEST, L.L.C. PHARMACEUTICAL ROYALTIES, L.L.C. PHARMACEUTICAL ROYALTY INVESTMENTS LTD. PHARMACEUTICAL PARTNERS, L.L.C. ---------------------------------------- (Bidders) 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 corrective Final Amendment amends and supplements the Tender Offer Statement on Schedule 14D-1, as amended (the "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"). The purpose of this corrective Final Amendment is to revise the number of CCPRs tendered and not withdrawn from those included in the Schedule 14D-1 as a result of a tabulation error. At the time of expiration, 2.125 CCPRs had been tendered and not withdrawn. Purchaser has accepted for payment all tendered CCPRs, payment for which will be made promptly.
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: November 10, 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/ David Madden ---------------------------------------- Name: David Madden 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/ Pablo Legorreta ---------------------------------------- Name: Pablo Legorreta Title: Managing Member