SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
---------------
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMGEN INC.
------------------------------------------------------------------
(Name of Subject Company (Issuer))
MERIDIAN VENTURE GROUP, LLC
------------------------------------------------------------------
Name of Filer and Offeror
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 of Class of Securities)
David B. Schmickel
Meridian Venture Group, LLC
767 Fifth Avenue
New York, New York 10153
(212) 688-2015
with a copy to:
Steven J. Pierce, Esq.
Pryor Cashman Sherman & Flynn LLP
410 Park Avenue, 10th Floor
New York, New York 10022
(212) 326-0139
--------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filer)
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
Transaction value* I Amount of Filing Fee
I
- -------------------------------------------------------------------------------
$26,500,000 $5,300
* Estimated for the purpose of calculating amount of filing fee only. The
amount assumes the purchase of 100 Contractual Contingent Payment Rights arising
from the purchase of Class A interests of
Amgen Clinical Partners, L.P. (each a "CCPR" and collectively the "CCPRs") of
the subject company at $265,000 per CCPR in cash.
|_| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transaction to which
the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|
Item 1. Summary Term Sheet.
The information set forth under "Summary Term Sheet" of the Offer to
Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company is Amgen Inc. The address and
telephone number of its principal executive offices is One Amgen Center Drive,
Thousand Oaks, CA 91320-1789; (805) 447-1000.
(b) The information set forth under the section entitled
"Introduction" of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 6 of the Offer to Purchase
entitled "Price Range of the CCPRs" is incorporated herein by reference.
Item 3. Identity And Background Of The Filing Person.
(a) The information set forth in the Introduction, Section 9 and
Schedule I of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the Introduction, Section 9 and
Schedule I of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in the Introduction, Section 9 and
Schedule I of the Offer to Purchase is incorporated herein by reference.
Item 4. Terms Of The Transaction.
The information set forth in under the sections entitled "Summary
Term Sheet" and "Introduction", and Sections 1, 2, 3, 4, 5 and 14 of the Offer
to Purchase are incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions. None.
(b) Significant Corporate Events. The information set forth under
"Introduction" and in Sections 9, 11 and 12 of the Offer to Purchase is
incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
The information set forth in Section 12 of the Offer to Purchase is
incorporated herein by reference.
Item 7. Source And Amount Of Funds Or Other Consideration
(a) The information set forth in Section 10 of the Offer to Purchase
is incorporated herein by reference.
(b) The information set forth in Section 10 of the Offer to Purchase
is incorporated herein by reference.
(d) The information set forth in Section 10 of the Offer to Purchase
is incorporated herein by reference.
Item 8. Interest In Securities of the Subject Company.
The information set forth under "Introduction" and in Sections 6, 9,
11 and 12 of the Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
The information set forth under "Introduction" and in Section 16 of
the Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
Not material.
Item 11. Additional Information.
(a)-(b) The information set forth in Sections 7, 9, and 15 of the
Offer to Purchase is incorporated herein by reference.
Item 12. Exhibits.
(a)(1)(a) Offer to Purchase;
(a)(1)(b) Assignment and Letter of Transmittal;
(b) Loan Agreement dated as of June 21, 2000; and
(c) Summary Advertisement published in Investors Business
Daily on September 11, 2000.
Item 13. Information Required By Schedule 13e-3.
Not applicable.
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.
MERIDIAN VENTURE GROUP, LLC
By: /s/ David B. Schmickel
------------------------------------
David B. Schmickel
September 10, 2000
------------------------------------
(Date)
Instructions to Signature: The statement must be signed by the
filing person or that person's authorized representative. If the statement is
signed on behalf of a person by an authorized representative (other than an
executive officer of a corporation or general partner or partnership), evidence
of the representative's authority to sign on behalf of the person must be filed
with the statement. The name and any title of each person who signs the
statement must be typed or printed beneath the signature. See Exchange Act Rules
12b-11 and 14d-1(f) with respect to the signature requirements.