Exhibit (a)(1)(b)
ASSIGNMENT AND LETTER OF TRANSMITTAL
TO TENDER
CONTRACTUAL CONTINGENT PAYMENT RIGHTS
ARISING FROM THE PURCHASE OF CLASS A INTERESTS OF
AMGEN CLINICAL PARTNERS, L.P.
PURSUANT TO THE OFFER TO PURCHASE DATED SEPTEMBER 11, 2000
BY
MERIDIAN VENTURE GROUP, LLC
(PLEASE INDICATE CHANGES OR CORRECTIONS TO THE ADDRESS ABOVE, IF NECESSARY.)
------------------------------------------------------------
------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY
TIME, ON OCTOBER 20, 2000 (THE "EXPIRATION DATE") UNLESS SUCH OFFER IS EXTENDED.
Capitalized terms, unless otherwise defined herein, shall have the meaning
ascribed in the Offer to Purchase.
The undersigned holder ("Holder") hereby tenders and consents to the
transfer to Meridian Venture Group, LLC, a Delaware limited liability company
(the "Purchaser") or its transferee or assignee, the number of Contractual
Contingent Payment Rights arising from the Purchase of Class A interests of
Amgen Clinical Partners, L.P. ("CCPRs"), as set forth below, pursuant to the
Purchaser's Offer to Purchase up to 100 of the outstanding CCPRs at a purchase
price of $265,000 per CCPR, net to the seller in cash, (the "Purchase Price"),
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated September 11, 2000 (the "Offer to Purchase") and
this Assignment and Letter of Transmittal ("Assignment"), which, together with
the Offer to Purchase and any supplements, modifications or amendments thereto,
and hereto, constitute the Offer, all as more fully described in the Offer to
Purchase. 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 date on which
the Purchaser pays the Purchase Price for the tendered CCPRs.
Purchase Price Per CCPR: $265,000
Number of CCPRs Owned:______________________________________
Number of CCPRs including quarterly fractions
thereof tendered hereunder:_________________________________
Directions:
(1) The Number of CCPRs Owned Must Be Entered Into The Box Above.
(2) The Number of CCPRs being tendered must be entered in the box above. If a
Holder tenders full CCPRs, or fractions thereof, as to the fractional
portion of the tender, no less than a quarter CCPR may be tendered, and if
a Holder tenders less than all of their CCPRs, no less than a quarter CCPR
may be retained.
----------
By executing and delivering this Assignment, a tendering Holder
irrevocably appoints designees of Purchaser as his or her attorneys-in-fact with
full power of substitution, to the full extent of the Holder's rights with
respect to the CCPRs tendered by the Holder. Absent the withdrawal by the
tendering Holder in accordance with the terms of the Offer, the powers of
attorney will be considered coupled with an interest in the tendered CCPRs and
all prior powers of attorney given by the Holder with respect to the CCPRs will
be revoked, without further action, and no subsequent powers of attorney may be
given (and, if given, will not be deemed effective) by the Holder. Designees of
Purchaser will be empowered to exercise all rights of the Holder with respect to
such CCPRs as they in their sole discretion may deem proper.
Pursuant to such appointment as attorneys-in-fact, the Purchaser and its
designees each will have the power, among other things, (i) to seek to transfer
ownership of such CCPRs on the books and records of Amgen and execute and
deliver any accompanying evidences of transfer and authenticity any of them may
deem necessary or appropriate in connection therewith, (ii) the right to
transfer or assign, in whole or from time to time in part, to any third party,
the right to purchase CCPRs tendered pursuant to the Offer, together with its
rights under the Assignment, but any such transfer or assignment will not
relieve the assigned party of its obligations under the Offer or prejudice the
right of tendering Holders to receive payment for CCPRs validly tendered and
accepted for payment pursuant to the Offer, and (iii) to execute and deliver a
change of address form instructing future payments or distributions to which the
Purchaser is entitled pursuant to the terms of the Offer in respect of tendered
CCPRs to the address specified in such form and to endorse any check payable to
or upon the order of such Holder representing a payment or distribution, if any,
to which the Purchaser is entitled pursuant to the terms of the Offer, in each
case on behalf of the tendering Holder. This power of attorney shall not be
affected by the subsequent mental disability of the Holder, and the Purchaser
shall not be required to post bond in any nature in connection with this power
of attorney. The Purchaser may assign such power of attorney to any person with
or without assigning the related CCPRs with respect to which such power of
attorney was granted. If legal title to the CCPRs is held through an IRA or
KEOGH or similar account, the Holder understands that this Assignment must be
signed by the custodian of such IRA or KEOGH account and the Holder hereby
authorizes and directs the custodian of such IRA or KEOGH to confirm this
Assignment.
By executing and delivering this Assignment, the Holder represents that
either (a) the Holder is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan; or (b) the tender and acceptance of CCPRs pursuant to the Offer will
not result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.
By executing and delivering this Assignment, the Holder represents that
this transfer has not been effected through an established securities market or
through a broker-dealer or matching agent which makes a market in CCPRs or which
provides a widely available, regular and on-going opportunity to the Holder of
CCPRs to sell or exchange their CCPRs through a public means of obtaining or
providing information of offers to buy, sell or exchange CCPRs.
The Holder recognizes that if proration is required pursuant to the terms
of the Offer, the Purchaser will accept for payment from among those CCPRs
validly tendered and not properly withdrawn on or prior to the Expiration Date
up to 100 CCPRs on a pro rata basis with adjustments to avoid purchases which
would violate the terms of the Offer, based upon the number of CCPRs validly
tendered and not properly withdrawn prior to the Expiration Date.
The Holder understands that a tender of CCPRs to the Purchaser will
constitute a binding agreement between the Holder and the Purchaser upon the
terms and subject to the conditions of the Offer. The Holder recognizes that
under certain circumstances set forth in Section 2 ("Proration; Acceptance for
Payment and Payment") and Section 14 ("Certain Conditions of the Offer") of the
Offer to Purchase, the Purchaser may not be required to accept for payment any
of the CCPRs tendered hereby. In such event, the Holder understands that any
Assignment for CCPRs not accepted for payment will be destroyed by the
Purchaser. Except as stated in Section 4 ("Withdrawal Rights") of the Offer to
Purchase, this tender is irrevocable, provided CCPRs tendered pursuant to the
Offer may be withdrawn at any time prior to the Expiration Date. The Holder
acknowledges that upon acceptance of, and payment for, tendered CCPRs, the
Holder shall no longer be entitled to any benefits as a Holder.
The Holder understands that pursuant to Section 14 of the Offer to
Purchase that 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
2
terminate the Offer (whether or not any CCPRs have theretofore been purchased or
paid for) if, certain conditions, including but not limited to the following,
occur: (i) Purchaser is not satisfied, in its sole discretion, that, (a) upon
purchase of the CCPRs pursuant to the Offer, 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 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
that is providing Purchaser with financing to effectuate the purchase of the
CCPRs, or (ii) all material regulatory and related approvals have not been
obtained or made on terms reasonably satisfactory to Purchaser.
By executing and delivering this Assignment, a tendering Holder confirms
that in deciding to tender the CCPRs, the Holder has not relied upon any
representation (whether oral or written) from the Purchaser, its management or
its representatives or agents. With respect to federal tax and other economic
considerations involved in the decision to tender the CCPRs, the Holder is not
relying on the Purchaser, its management or its representatives or agents. The
Holder has carefully considered and has, to the extent the Holder believes such
discussion necessary, discussed with the Holder's professional legal, tax,
accounting and financial advisors the consequences of the disposition of the
CCPRs for the Holder's particular tax and financial situation.
[balance of this page intentionally left blank]
3
--------------------------------------------
SIGNATURE BOX - PUBLIC NOTARY
--------------------------------------------
Please sign exactly as your name is printed on the front of this
Assignment. For joint Holders, each joint Holder must sign. (See Instruction 2.)
The signatory hereto hereby certifies under penalties of perjury that the
address as printed or corrected on the front of this Assignment and the Taxpayer
Identification Number (i.e., the social security number) furnished in the blank
provided in this Signature Box is correct. The Holder hereby represents and
warrants for the benefit of the Purchaser that the Holder owns the CCPRs
tendered hereby and has full power and authority to validly tender, sell,
assign, transfer, convey and deliver the CCPRs tendered hereby and that when the
same are accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and such CCPRs will not be
subject to any adverse claims, and that the transfer and the assignment
contemplated herein is in compliance with all applicable laws, regulations, and
with the terms of this Agreement. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the Holder and any
obligations of the Holder shall be binding upon the heirs, personal
representatives, successors and assigns of the Holder.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.
X
_____________________________________________________________
(Signature of Holder) (Date)
X
_____________________________________________________________
Taxpayer Identification Number or Social Security Number
(See Instruction 4)
X
_____________________________________________________________
(Signature of Co-Holder) (Date)
X
_____________________________________________________________
(Title)
Telephone (Day) ( ) _______________ Telephone (Eve) ( ) ___________________
Notary Public Stamp: ________________________________________
Authorized Signature: _______________________________________
--------------------------------------------
--------------------------------------------
4
TAX CERTIFICATIONS
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 4)
The person signing this Assignment hereby certifies the following to the
Purchaser under penalties of perjury:
(i) The Taxpayer Identification Number ("TIN") furnished in the space
provided for that purpose in the Signature Box of this Assignment is the correct
TIN of the Holder; or if this box |_| is checked, the Holder has applied for a
TIN. If the Holder has applied for a TIN, a TIN has not been issued to the
Holder, and either: (a) the Holder has mailed or delivered an application to
receive a TIN to the appropriate Internal Revenue Service ("IRS") Center or
Social Security Administration Office, or (b) the Holder intends to mail or
deliver an application in the near future, it is hereby understood that if the
Holder does not provide a TIN to the Purchaser within sixty (60) days, 31% of
all reportable payments made to the Holder thereafter will be withheld until a
TIN is provided to the Purchaser; and
(ii) Unless this box |_| is checked, the Holder is not subject to backup
withholding either because the Holder: (a) is exempt from backup withholding,
(b) has not been notified by the IRS that the Holder is subject to backup
withholding as a result of a failure to report all interest or dividends, or (c)
has been notified by the IRS that such Holder is no longer subject to backup
withholding.
Note: Place an "X" in the box in (ii) above, ONLY if you are unable to certify
that the Holder is not subject to backup withholding.
PLEASE CAREFULLY READ THE FOLLOWING INSTRUCTIONS FOR THIS ASSIGNMENT. FOR
INFORMATION CALL THE INFORMATION AGENT, MMS ESCROW AND TRANSFER AGENCY, PO BOX
7090, TROY, MICHIGAN, 48007-7090, ATTENTION: MATTHEW FISHER, AT (877) 346-8317,
OR THE PURCHASER, MERIDIAN VENTURE GROUP, LLC, 767 FIFTH AVENUE, 4TH FLOOR, NEW
YORK, NEW YORK, 10153, ATTENTION: DAVID B. SCHMICKEL, (212) 688-2015.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
--------------------------------------------
--------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON
OCTOBER 20, 2000 (THE "EXPIRATION DATE") UNLESS SUCH OFFER IS EXTENDED.
1. DELIVERY OF ASSIGNMENT. For convenience in responding to the Offer, a
pre-addressed, postage-paid envelope has been enclosed with the Offer to
Purchase. HOWEVER, TO ENSURE RECEIPT OF THE ASSIGNMENT IT IS SUGGESTED THAT YOU
USE OVERNIGHT COURIER DELIVERY OR, IF THE ASSIGNMENT IS TO BE DELIVERED BY
UNITED STATES MAIL, THAT YOU USE CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED.
TENDER REQUIREMENTS. To be validly tendered, a duly completed and fully
executed Assignment, and any other required documents, must be RECEIVED by the
Depositary at the address set forth below before the Expiration Date, unless
extended. In order to be accepted for purchase, the applicable boxes on the
front of the Assignment should be completed.
NUMBER OF CCPRs TENDERED. The number of CCPRs owned MUST be entered into
the box marked "No. of CCPRs Owned." Enter the number being tendered in the box
marked "Number of CCPRs including quarterly fractions thereof tendered
hereunder."
BY MAIL, COURIER OR HAND DELIVERY. Forward your Completed Assignment and
Letter of Transmittal to the Depositary, MMS Escrow and Transfer Agency, PO Box
7090, Troy, Michigan 48007-7090, Attention: Matthew Fisher.
5
FOR ADDITIONAL INFORMATION CALL: (877) 346-8317
CCPRs IN BROKERAGE ACCOUNT. All CCPRs are registered in the name of the
purchasing Holder (or Custodian for the purchasing Holder, if a retirement
account). IN ORDER TO ACCEPT THE OFFER AND TENDER CCPRs, THE ASSIGNMENT SHOULD
BE COMPLETED ONLY BY THE HOLDER(S) LISTED ON THE FRONT OF THE ASSIGNMENT AND
RETURNED DIRECTLY TO THE DEPOSITARY AT THE ADDRESS LISTED ABOVE. Therefore, the
Assignment need not be submitted through a broker or brokerage firm.
THE METHOD OF DELIVERY OF THE ASSIGNMENT AND ALL OTHER REQUIRED DOCUMENTS
IS AT THE OPTION AND RISK OF THE TENDERING HOLDER AND DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
2. SIGNATURE REQUIREMENTS.
INDIVIDUAL AND JOINT OWNERS. After carefully reading and completing the
Assignment, in order to tender CCPRs, Holders must sign at the "X" in the
SIGNATURE BOX of the Assignment. The signature(s) must correspond exactly with
the name printed (or corrected) on the front of the Assignment, without any
change whatsoever. IF ANY CCPRs ARE REGISTERED IN THE NAMES OF TWO OR MORE JOINT
HOLDERS, ALL SUCH HOLDERS MUST SIGN THE ASSIGNMENT.
CUSTODIANS, TRUSTEES, CORPORATIONS AND FIDUCIARIES. Custodian(s) and/or
trustee(s) (if the CCPRs are held in an IRA, KEOGH, pension or similar account),
or executors, administrators, guardians, attorneys-in-fact, officers of a
corporation, authorized partner of a partnership or other persons acting in a
fiduciary or representative capacity must sign at the "X" in the SIGNATURE BOX
and must submit proper evidence satisfactory to the Purchaser of their authority
to so act. (See Instruction 3 herein).
PUBLIC NOTARY. ALL SIGNATURES ON THE LETTER OF TRANSMITTAL MUST BE
NOTARIZED BY A PUBLIC NOTARY.
3. DOCUMENTATION REQUIREMENTS. In addition to information required to be
completed on the Assignment, additional documentation as indicated below may be
required by the Purchaser under certain circumstances. Questions on
documentation should be directed to the Information Agent MMS Escrow and
Transfer Agency, PO Box 7090, Troy, Michigan 48007-7090, Attention: Matthew
Fisher, at (877) 346-8317.
DECEASED OWNER (JOINT TENANT) - Certified Copy of Death Certificate.
DECEASED OWNER (OTHERS) - Certified Copy of Death Certificate. (SEE ALSO
EXECUTOR/ADMINISTRATOR/GUARDIAN).
6
EXECUTOR/ADMINISTRATOR/GUARDIAN - Certified Copies of Court Appointment
Documents for Executor or Administrator dated
within 60 days; and (i) A copy of applicable
provisions of the Will (Title Page,
Executor(s) powers, asset distribution); OR
(ii) Certified copy of Estate distribution
documents.
ATTORNEY-IN-FACT - Current Power of Attorney.
CORPORATIONS/PARTNERSHIPS - Certified copy of Corporate Resolution(s),
(with raised corporate seal), or other
evidence of authority to act. Partnerships
should furnish copy of Partnership Agreement.
TRUST/PENSION PLANS - Copy of cover page of the Trust or Pension
Plan, along with copy of the section(s)
setting forth names and powers of Trustee(s)
and any amendments to such sections or
appointment of Successor Trustee(s).
4. TAX CERTIFICATIONS. Holders tendering CCPRs to the Purchaser pursuant to the
Offer must certify correctness of the address as printed or corrected on the
front of the Assignment and his, her or its Taxpayer Identification Number
("TIN") as inserted in the Signature Box.
SUBSTITUTE FORM W-9.
PART (i), TAXPAYER IDENTIFICATION NUMBER - The persons signing this Assignment
must provide to the Purchaser the Holder's correct TIN and certify its
correctness as inserted in the Signature Box, under penalties of perjury. If a
correct TIN is not provided, penalties may be imposed by the Internal Revenue
Service ("IRS"), in addition to the Holder's being subject to Backup
Withholding.
PART (ii), BACKUP WITHHOLDING - in order to avoid 31% federal income tax Backup
Withholding, the person signing this Assignment must certify, under penalties of
perjury, that such Holder is not subject to Backup Withholding. Certain Holders
(including, among others, all Corporations and certain exempt non-profit
organizations) are not subject to Backup Withholding. Backup Withholding is not
an additional tax. If withholding results in an overpayment of taxes, a refund
may be obtained from the IRS.
DO NOT CHECK THE BOX IN THE SUBSTITUTE FORM W-9 PART (ii), UNLESS YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.
When Determining the TIN to Be Furnished, Please Refer to the Following NOTE as
a Guideline:
INDIVIDUAL ACCOUNTS should reflect their own TIN. JOINT ACCOUNTS should reflect
the TIN of the person whose name appears first.
TRUST ACCOUNTS should reflect the TIN assigned to the Trust. IRA CUSTODIAL
ACCOUNTS should reflect the TIN of the custodian (not necessary to obtain).
CUSTODIAL ACCOUNTS FOR THE BENEFIT OF MINORS should reflect the TIN of the
minor. CORPORATIONS OR OTHER BUSINESS ENTITIES should reflect the TIN assigned
to that entity.
7
5. VALIDITY OF ASSIGNMENT. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of an Assignment will be determined
by the Purchaser and such determination will be final and binding. The
Assignment will not be valid until any irregularities have been cured by the
tendering Holder or waived by the Purchaser. Neither the Purchaser nor the
depositary is under any duty to give notification of defects in an Assignment
and neither will incur liability for failure to give such notification.
6. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders
will be accepted.
7. ASSIGNEE STATUS. Assignees of Holders must provide documentation to the
Depositary which demonstrates, to the satisfaction of the Purchaser, such
person's status as an Assignee.
--------------------------------------------
--------------------------------------------
EACH HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE
ASSIGNMENT AND RELATED DOCUMENTS BEFORE MAKING A DECISION TO TENDER.
--------------------------------------------
--------------------------------------------
8