Filed Pursuant to Rule 424(b)(3)
Registration No. 333-46496
ALZA CORPORATION
SUPPLEMENT NO. 3 TO PROSPECTUS DATED NOVEMBER 3, 2000
This supplement amends certain information contained in our prospectus,
dated November 3, 2000, registering for resale our Zero Coupon Convertible
Subordinated Debentures due July 28, 2020 and the shares of common stock
issuable upon conversion of these debentures. This supplement is not complete
without, and may not be delivered or utilized except in connection with, the
prospectus, including any amendments or supplements to it.
The table under the caption "Selling Security Holders" on page 30 of the
prospectus, as amended by those certain prospectus supplements dated November
30, 2000 and January 5, 2001, is hereby further amended by: (i) adding to the
table the security holders identified below on Schedule 1, and (ii) amending and
restating the security holdings of those security holders identified below on
Schedule 2. In addition, the selling security holders identified below and in
the prospectus may have sold, transferred or otherwise disposed of all or a
portion of their debentures since the date on which they provided the
information about their holdings in transactions exempt from the registration
requirements of the Securities Act.
Schedule 1
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Principal Amount at
Maturity of Debentures
Beneficially Conversion Shares Shares of Common
Owned that that Stock Owned After
May Be Offered May Be Offered the Offering
--------------------------- ---------------------- -------------------
Conseco Fund Group - Convertible
Securities Fund........................... $ 2,000,000 28,054
GLG Market Neutral Fund .................. 23,500,000 329,634
Schedule 2
- ----------
Principal Amount at
Maturity of Debentures
Beneficially Conversion Shares Shares of Common
Owned that that Stock Owned After
Name May Be Offered May Be Offered the Offering
- ------------------------------------------ --------------------------- ---------------------- -----------------
Conseco Annuity Assurance -
Multi-Bucket Annuity Convertible Bond
Fund..................................... $6,000,000 84,162
Merrill Lynch Pierce Fenner &
Smith Inc................................ 350,000 4,909 233(1)
________________________
(1) Shares issuable upon conversion of our 5 1/4% zero coupon convertible
subordinated debentures due 2014.
Information concerning the selling security holders is based upon
information provided to us by the security holders. This information may change
from time to time and any changed information of which we are apprised will be
set forth in future prospectus supplements if and when necessary. In addition,
the per share conversion price and therefore the number of shares of common
stock issuable upon conversion or redemption of the debentures, are subject to
adjustment. See "Description of the Debentures" in the prospectus. As a result,
the aggregate principal amount of debentures and the number of shares of common
stock issuable upon conversion or redemption may increase or decrease.
The date of this Supplement is March 1, 2001