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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 21, 2002
(Date of Earliest Event Reported)
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AMGEN INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware Commission File: 95-3540776
(State or Other Jurisdiction 000-12477 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
One Amgen Center Drive
Thousand Oaks, California 91320-1789
(Address of Principal Executive Offices) (Zip Code)
(805) 447-1000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report.)
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ITEM 5. Other Events
On March 1, 2002, Amgen Inc. sold $3,950,000,000 aggregate principal face
amount of 30-year zero-coupon senior notes (which amount included the exercise
in full of the initial purchaser's over-allotment option) that are convertible
into shares of Amgen common stock. Gross proceeds to Amgen were approximately
$2.8 billion. Amgen expects to use those proceeds: (1) to fund the purchase
price for approximately $650 million of its common stock that it is repurchasing
simultaneously with the issuance of the notes and (2) for general corporate
purposes, including acquisitions, additional share repurchases, capital
expenditures and working capital.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release by Amgen Inc. dated February 21, 2002.
99.2 Press release by Amgen Inc. dated February 22, 2002.
99.3 Indenture, dated as of March 1, 2002, between Amgen Inc. and
LaSalle Bank National Association.
99.4 Registration Rights Agreement, dated as of March 1, 2002, between
Amgen Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
99.5 Form of Liquid Yield Option(TM) Note due 2032.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMGEN INC.
Date: March 1, 2002 By: /s/ Richard Nanula
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Name: Richard Nanula
Title: Executive Vice President --
Finance, Strategy and
Communications and Chief
Financial Officer