PROSPECTUS SUPPLEMENT FILED PURSUANT TO 424(b)(3) and (c)
(TO PROSPECTUS DATED SEPTEMBER 21, 2001) REGISTRATION No. 333-68556
COR THERAPEUTICS, INC.
$300,000,000 Principal Amount 4.50% Convertible Senior Notes due June 15, 2006
and Shares of Common Stock Issuable upon Conversion of the Notes
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This prospectus supplement should be read in conjunction with the
prospectus dated September 21, 2001, which is to be delivered with the
prospectus supplement.
See "Risk Factors" beginning on page 6 of the prospectus to read about
factors you should consider before purchasing the notes or our common stock.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
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The table, including related notes, appearing in the prospectus under the
heading "Selling Security Holders" is superceded by the following table,
including related notes:
Common Stock
Principal Amount of Notes Shares of Common Owned After
Beneficially Owned an Stock Beneficially Common Stock Completion of
Name Offered(1) Owned(2) Offered Offering(3)
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AIG/National Union Fire Insurance 500,000 12,469 12,469 0
Alexandra Global Investment Fund 1, Ltd. 3,000,000 252,449(7) 74,816 177,633
Allstate Corporation 2,250,000(4) 107,378(5) 56,112 51,266(6)
Alta Partners Holdings, LDC 3,010,000 75,066 75,066 0
American Samoa Government 102,000 2,543 2,543 0
AmerUs Group Pension Plan 1,000,000 24,938 24,938 0
Argent Classic Convertible Arbitrage Fund (Bermuda) 500,000 130,891(7) 12,469 118,422
Ltd.
Argent LowLev Convertible Arbitrage Fund LLC 500,000 12,469 12,469 0
BP Amoco Plc. Master Trust 1,535,000 38,281 38,281 0
Canyon Capital Arbitrage Master Hedge Fund, Ltd. 3,000,000 74,816 74,816 0
Canyon Mac 18 (RMF) 700,000 17,457 17,457 0
Canyon Value Realization Fund (Cayman), Ltd. 7,700,000 192,029 192,029 0
Chrysler Corporation Master Retirement Trust 2,325,000 100,910(7) 57,982 42,928
Citicorp Life Insurance Company 18,000 448 448 0
Clinton Multistrategy Master Fund, Ltd. 4,250,000 105,990 129,682 0
Clinton Riverside Convertible Portfolio Limited 5,250,000 129,682 129,682 0
Consulting Group Capital Markets Funds 200,000 4,987 4,987 0
Convertible Securities Fund 150,000 3,740 3,740 0
Credit Suisse First Boston Corporation (8) 5,250,000 500,999(7) 130,929 370,070
Delta Air Lines Master Trust (c/o Oaktree Capital 1,125,000 28,944(7) 28,056 888
Management, LLC)
Delta Pilots D & S Trust (c/o Oaktree Capital 585,000 14,589 14,589 0
Management, LLC)
Deutsche Banc Alex Brown Inc. 20,750,000 893,887(7) 517,482 376,405
Estate of James Campbell 216,000 10,330(7) 5,386 4,944
Fidelity Financial Trust: Fidelity Convertible 4,000,000 99,755 99,755 0
Securities Fund
Franklin and Marshall College 95,000 2,369 2,369 0
Harris Insight Convertible Securities Fund 600,000 14,963 14,963 0
Hotel Union & Hotel Industry of Hawaii 515,000 12,843 12,843 0
James Campbell Corporation 286,000 7,132 7,132 0
Jefferies & Company, Inc. 1,012,000 25,238 25,238 0
JMG Triton Offshore Fd Ltd. 5,000,000 139,496(7) 124,694 14,802
KBC Financial Products (Cayman Islands) Limited 7,500,000 187,041 187,041 0
1.
Common Stock
Principal Amount of Notes Shares of Common Owned After
Beneficially Owned an Stock Beneficially Common Stock Completion of
Name Offered(1) Owned(2) Offered Offering(3)
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Lincoln National Global Asset Allocation Fund, Inc. 40,000 997 997 0
Morgan Stanley & Co 5,000,000 124,694 124,694 0
Motion Picture Industry Health Plan--Active Member 275,000 10,854(7) 6,858 3,996
Fund
Motion Picture Industry Health Plan--Retiree Member 70,000 3,373(7) 1,745 1,628
Fund
Museum of Fine Arts, Boston 10,000 545(7) 249 296
Nations Convertible Securities Fund 5,850,000 145,892 145,892 0
OCM Convertible Trust 490,000 38,420(7) 12,220 26,200
Onyx Fund Holdings, Ldc 5,700,000 142,151 142,151 0
Parker-Hannifin Corporation 160,000 5,026(7) 3,990 1,036
Partner Reinsurance Company 470,000 18,234(7) 11,721 6,513
Penn Treaty Network America Insurance Company 95,000 2,369 2,369 0
Pioneer High Yield Portfolio 6,800,000 169,584 169,584 0
Pioneer High Yield VCT Portfolio 200,000 4,987 4,987 0
Primerica Life Insurance Company 328,000 8,179 8,179 0
Putnam Asset Allocation Funds--Balanced Portfolio 680,000 21,073(7) 16,958 4,115
Putnam Asset Allocation Funds--Conservative Portfolio 530,000 15,851(7) 13,217 2,634
Putnam Convertible Income--Growth Fund 5,110,000 187,358(7) 127,437 59,921
Putnam Convertible Opportunities and Income Trust. 180,000 6,235(7) 4,489 1,746
Putnam Variable Trust-Putnam VT Global Asset 180,000 4,489 4,489 0
Allocation Fund
Robertson Stephens(9) 3,350,000 172,361(7) 83,545 88,816
Sagamore Hill Hub Fund Ltd. 10,000,000 249,389 249,389 0
Sage Capital 100,000 72,066(7) 2,493 69,573
Salomon Brothers Asset Management, Inc. 13,500,000 336,675 336,675 0
SG Cowen Securities 10,000,000 249,389 249,389 0
Shephard Investments International, Ltd 4,000,000 378,521(7) 99,755 278,766
Stark International 6,000,000 253,252(7) 149,633 103,619
Starvest Combined Portfolio 640,000 15,960 15,960 0
State Employees' Retirement Fund of the State of 1,215,000 47,323(7) 30,300 17,023
Delaware
State of Connecticut Combined Investment Funds 2,590,000 101,005(7) 64,591 36,414
The Travelers Indemnity Company 1,239,000 30,899 30,899 0
The Travelers Insurance Company--Life 579,000 14,439 14,439 0
The Travelers Insurance Company--Separate Account TLAC 41,000 1,022 1,022 0
The Travelers Life and Annuity Company 45,000 1,122 1,122 0
The Travelers Series Trust Convertible Bond Portfolio 250,000 6,234 6,234 0
The Value Realization Fund, L.P. 4,000,000 99,755 99,755 0
TQA Master Fund, Ltd. 3,950,000 225,071(7) 98,508 126,563
TQA Master Plus Fund, Ltd 2,500,000 91,952(7) 62,347 29,605
Tribeca Investment L.L.C. 1,500,000 37,408 37,408 0
UBS O'Connor LLC, F/B/O UBS Global Equity Arbitrage 1,910,000 47,633 47,633 0
Master Ltd.
Vanguard Convertible Securities Fund, Inc. 3,875,000 138,677(7) 96,638 42,039
Victory Capital Management as Agent for the Victory 250,000 6,234 6,234 0
Convertible Securities Fund
ZCM Asset Holding Company 250,000 9,194(7) 6,234 2,960
Zurich Institutional Benchmarks Master Fund Limited 334,000 8,329 8,329 0
(1) Consists solely of principal amount of the 4.50% Convertible Senior
Notes being offered hereby.
(2) Unless otherwise noted, represents shares of common stock issuable upon
conversion of the 4.50% Convertible Senior Notes.
(3) Unless otherwise noted, represents shares of common stock issuable upon
conversion of our 5.00% Convertible Subordinated Notes.
(4) Consists of $1,800,000 principal amount of the 4.50% Convertible Senior
Notes held by Allstate Insurance Company and $450,000 principal amount
of the 4.50% Convertible Senior Notes held by Allstate Life Insurance
Company.
2.
(5) Consists of 44,890 shares of common stock issuable upon conversion of
our 4.50% Convertible Senior Notes held by Allstate Insurance Company;
11,222 shares of common stock issuable upon conversion of our 4.50%
Convertible Senior Notes held by Allstate Life Insurance Company;
15,394 shares of common stock issuable upon conversion of our 5.00%
Convertible Subordinated Notes held by Allstate Insurance Company;
2,072 shares of common stock issuable upon conversion of our 5.00%
Convertible Subordinated Notes held by Allstate Life Insurance Company;
20,100 shares of common stock held by Allstate Insurance Company; 1,000
shares of common stock held by Allstate Life Insurance Company; 3,500
shares of common stock held by Agents Pension Plan; 8,300 shares of
common stock held by Allstate Retirement Plan; and 900 shares of common
stock held by Allstate New Jersey Insurance Company.
(6) Consists of 15,394 shares of common stock issuable upon conversion of
our 5.00% Convertible Subordinated Notes held by Allstate Insurance
Company; 2,072 shares of common stock issuable upon conversion of our
5.00% Convertible Subordinated Notes held by Allstate Life Insurance
Company; 20,100 shares of common stock held by Allstate Insurance
Company; 1,000 shares of common stock held by Allstate Life Insurance
Company; 3,500 shares of common stock held by Agents Pension Plan;
8,300 shares of common stock held by Allstate Retirement Plan; and 900
shares of common stock held by Allstate New Jersey Insurance Company.
(7) Includes common stock issuable upon conversion of our 5.00% Convertible
Subordinated Notes.
(8) Credit Suisse First Boston Corporation was an initial purchaser of the
Notes from us. Credit Suisse First Boston Corporation purchased the
notes listed on this table for its own account and not for purposes of
distribution.
(9) Robertson Stephens was an initial purchaser of the Notes from us.
Robertson Stephens purchased the notes listed on this table for its own
account and not for purposes of distribution.
The date of this Prospectus Supplement is December 21, 2001.
3.