SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
AMGEN INC.
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(Name of Subject Company (Issuer))
MERIDIAN VENTURE GROUP, LLC
MERIDIAN VENTURE CAPITAL, LLC
MERIDIAN VENTURE GROUP MANAGEMENT, LTD.
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Name of Filer and Offeror
CONTRACTUAL CONTINGENT PAYMENT RIGHTS
ARISING FROM THE PURCHASE OF
CLASS A INTERESTS OF AMGEN CLINICAL PARTNERS, L.P.
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(Title of Class of Securities)
NONE
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(CUSIP Number of Class of Securities)
David B. Schmickel
767 Fifth Avenue, 4th Floor
New York, New York 10153
(212) 688-2015
with copies to:
Steven J. Pierce, Esq.
Pryor Cashman Sherman & Flynn LLP
410 Park Avenue, 10th Floor
New York, New York 10022
(212) 326-0139
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of each Filer)
This Amendment No. 1 amends the Tender Offer Statement on Schedule TO of
Meridian Venture Group, LLC, filed with the Securities and Exchange Commission
September 11, 2000, relating to the tender offer for up to 100 Contractual
Contingent Payment Rights Arising From The Purchase Of Class A Interests of
Amgen Clinical Partners, L.P. as follows:
Item 1. Summary Term Sheet
The information set forth in the "Summary Term Sheet" of the Offer to
Purchase, incorporated by reference in Item 1 of Schedule TO, under the heading
"What Are The Terms Of The Offer" is amended in its entirety as follows:
"WHAT ARE THE TERMS OF THE OFFER? We are offering to purchase up to
100 CCPRs from you and the other beneficial owners at $265,000 per
CCPR in cash, adjusted for distributions. We have the cash to
consummate this transaction. If you are the owner of your CCPR(s) at
any time prior to expiration of the Offer, and you complete and send
to us a letter of transmittal that we have provided to you in
connection with this Offer, where you agree to sell or "tender" your
CCPRs to us, you will be able to participate. If you tender your
CCPRs, you will receive the cash price we are offering for your
CCPRs, unless more than 100 units are tendered to us. If that
happens, we will still purchase a total of 100 CCPRs but we may
elect to purchase from you only a fraction of the CCPRs you tender,
but still at the rate of $265,000 per CCPR. The Purchase Price will
be automatically reduced by the aggregate amount of the value of any
distributions made or declared by Amgen Inc. ("Amgen") on or after
September 11, 2000, and prior to the expiration of the Offer for the
tendered CCPRs. You also will not have to pay any brokerage fees or
any similar expenses if you tender the CCPRs directly to the third
party depositary that we hired to complete this transaction. If you
own your CCPRs through a broker or other nominee, you might want to
check whether they will charge any fee to tender your CCPRs for you.
See the "Introduction" to this Offer to Purchase and Section 1 -
"Terms of the Offer"."
Item 3. Identity And Background Of The Filing Person
Item 3 is hereby amended to reflect that Meridian Venture Capital, LLC,
and Meridian Venture Group Management, Ltd are each being added as a Filer and
Offeror. Accordingly, the first paragraph of the Cover Page of the Offer to
Purchase is hereby amended as follows:
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Meridian Venture Group, LLC, a Delaware limited liability company
(the "Purchaser"), hereby offers to purchase up to 100 outstanding
contractual contingent payment rights arising from the purchase of
Class A Interests of Amgen Clinical Partners, L.P. (the "CCPRs") for
cash consideration per CCPR of $265,000 (the "Purchase Price") upon
the terms and subject to the conditions set forth in this Offer to
Purchase and the related Letter of Transmittal (which, together with
any amendments or supplements hereto or thereto, collectively
constitute the "Offer"). Meridian Venture Capital, LLC, a Delaware
limited liability company is the manager and sole member of
Purchaser. Meridian Venture Capital, LLC delegated its rights,
powers and duties as manager with respect to this Offer and the
purchase, sale, holding, and exercise of all rights with respect to
CCPRs to Meridian Venture Group Management Ltd., a New York
corporation. Both Meridian Venture Capital, LLC and Meridian Venture
Group Management, Ltd. are affiliates of Purchaser. The Purchase
Price will be automatically reduced by the aggregate amount of the
value of any distributions made or declared by Amgen Inc. ("Amgen"
or the "Company") on or after September 11, 2000, and prior to the
expiration of the Offer. This Offer is made to all current holders
of CCPRs (each a "Holder").
Item 4. Terms of the Transaction
The Summary Terms Sheet, incorporated by reference into Item 4 to Schedule
TO, has been amended in Item 1 to reflect that the Purchase Price will be
automatically reduced by the aggregate amount of the value of any distribution
made or declared by Amgen, Inc on or after September 11, 2000, and prior to the
expiration of the Offer.
The first paragraph of the "Introduction" of the Offer to Purchase,
incorporated by reference in Item 4 of Schedule TO, is amended in its entirety
as follows:
"INTRODUCTION
Meridian Venture Group, LLC, a Delaware limited liability company
(the "Purchaser"), hereby offers to purchase up to 100 outstanding
Class A contractual contingent payment rights (the "CCPRs") arising
from the purchase of Class A Interests of Amgen Clinical Partners,
L.P. ("ACPLP" or the "Partnership"), for cash consideration per CCPR
of $265,000, net to the seller in cash, without interest thereon,
upon the terms and subject to the
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conditions set forth in this Offer to Purchase and the related
Letter of Transmittal (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "Offer").
The Purchase Price will be automatically reduced by the aggregate
amount of the value of any distributions made or declared by Amgen
Inc. ("Amgen"), on or after September 11, 2000, and prior to the
expiration of the Offer. This Offer is made to all current holders
of the CCPRs (collectively "Holders" and individually a "Holder").
The first paragraph of Section 14 of the Offer to Purchase which is
incorporated by reference into Item 4 of Schedule TO is hereby amended in its
entirety as follows:
"Notwithstanding any other provision of the Offer, Purchaser shall
not be required to accept for payment or, subject to any applicable
rules and regulations of the Commission, including Rule 14e-1(c)
under the Exchange Act (relating to Purchaser's obligation to pay
for or return tendered CCPRs promptly after expiration or
termination of the Offer), to pay for any CCPRs tendered, and may
postpone the acceptance for payment or, subject to the restriction
referred to above, payment for any CCPRs tendered, and may amend or
terminate the Offer (whether or not any CCPRs have theretofore been
purchased or paid for) if Purchaser is not satisfied, in its
reasonable discretion (i) that upon the expiration of the Offer, (a)
Purchaser and its nominee will have full rights to ownership as to
all such CCPRs, and that Purchaser, or its nominee will become the
registered holder of the purchased CCPRs; and (b) Amgen has
consented to the transfer of the CCPRs to Purchaser and to the
direct payment all payments related to the CCPRs into a collection
account controlled by a collateral agent to which Purchaser has
pledged a security interest in the CCPRs on behalf of the Lender,
(ii) that upon payment for the CCPRs, all material regulatory and
related approvals have not been obtained or made on terms reasonably
satisfactory to Purchaser, or (iii) at any time before expiration of
the Offer, any of the following events shall occur or shall be
deemed by Purchaser to have occurred:"
The last paragraph of Section 14 of the Offer to Purchase which is
incorporated by reference into Item 4 of Schedule TO is hereby amended in its
entirety as follows:
"The foregoing conditions are for the sole benefit of Purchaser and
may be asserted by Purchaser regardless of the circumstances
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(other than any action or inaction by Purchaser) giving rise to any
such condition or may be waived by Purchaser, in whole or in part,
from time to time in its reasonable discretion. The failure by
Purchaser at any time to exercise any of the foregoing rights shall
not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right and may be asserted at any time and from
time to time. Any reasonable determination by Purchaser concerning
any of the events described herein shall be final and binding."
Item 7. Source And Amount Of Funds Or Other Consideration
The first paragraph of Section 10 of the Offer to Purchase which was
incorporated by reference in Item 7 of Schedule TO is amended in its entirety as
follows:
"10. SOURCE AND AMOUNT OF FUNDS
The Purchaser estimates that the maximum amount of funds required to
purchase CCPRs pursuant to the Offer and to pay related costs and
expenses will be approximately $26.6 million. The Purchaser
presently anticipates that all amounts required for the purchase of
CCPRs and to pay related costs and expenses will be funded from (i)
existing cash balances of Purchaser and MVC, (ii) a Loan Agreement
with a third-party lender; and (iii) equity commitments from its
sole member."
Item 11. Additional Information
Section 7 of the Offer to Purchase which was incorporated by reference in
Item 11 of Schedule TO is amended in its entirety as follows:
"7. EFFECT OF THE OFFER ON EXCHANGE ACT REGISTRATION
The CCPRs are currently registered under the Exchange Act. Such
registration may be terminated upon application of Amgen to the
Commission if the CCPRs are neither listed on a national securities
exchange nor held by 300 or more holders of record. Termination of
the registration of the CCPRs under the Exchange Act would
substantially reduce the information required to be furnished by
Amgen to Holders and to the Commission and would make certain of the
provisions of the Exchange Act no longer applicable to the CCPRs. To
the Purchaser's knowledge and belief, upon the
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completion of this Offer, there will still be at least 300 holders
of record of CCPRs and accordingly the Offer will have no effect on
Exchange Act registration of the CCPRs. Purchaser has no current
plans to seek to cause Amgen to terminate such registration and is
unaware whether Amgen would ever seek to terminate such
registration."
Signature
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: September 28, 2000
Meridian Venture Group, LLC
By: /s/ David B. Schmickel
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David B. Schmickel
Meridian Venture Capital, LLC
By: /s/ David B. Schmickel
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David B. Schmickel
Meridian Venture Group Management, Ltd.
By: /s/ David B. Schmickel
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David B. Schmickel