-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rd8M3Raq+rDuup1l2WjjJieMJCdL8zAvjYqQQbZjDb1k+wxVWum0WlgHbRZ93ktq wSQjufRFrcaZ6U0VqhY8yQ== 0001193125-04-079149.txt : 20040505 0001193125-04-079149.hdr.sgml : 20040505 20040505144657 ACCESSION NUMBER: 0001193125-04-079149 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUILFORD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000918066 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521841960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45277 FILM NUMBER: 04781121 BUSINESS ADDRESS: STREET 1: 6611 TRIBUTARY ST CITY: BALTIMORE STATE: MD ZIP: 21224 BUSINESS PHONE: 4106316300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMGEN INC CENTRAL INDEX KEY: 0000318154 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 953540776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1799 BUSINESS PHONE: 805-447-1000 MAIL ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE STREET 2: MAIL STOP 27-3-C CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1799 FORMER COMPANY: FORMER CONFORMED NAME: AMGEN DATE OF NAME CHANGE: 19870305 SC 13D/A 1 dsc13da.htm AMENDMENT NO.1 TO SCHEDULE 13D Amendment No.1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under The Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

 

GUILFORD PHARMACEUTICALS, INC.


(Name of Issuer)

 

 

COMMON STOCK, $.01 PAR VALUE


(Title of Class of Securities)

 

 

401829106


(CUSIP Number)

 

 

David J. Scott, Esq.

Senior Vice President,

General Counsel and Secretary

One Amgen Center Drive

Thousand Oaks, CA 91320-1799

(805) 447-1000


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

October 1, 2002


(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 401829106

  13D   Page 2 of 4 Pages

 


  1.  

Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

 

            Amgen Inc.

   

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

   

  3.  

SEC Use Only

 

   

  4.  

Source of Funds (See Instructions)

 

            WC

   

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ¨

  6.  

Citizenship or Place of Organization

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    Sole Voting Power

 

                None


  8.    Shared Voting Power

 

                None


  9.    Sole Dispositive Power

 

                None


10.    Shared Dispositive Power

 

                None


11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            None

   

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

¨

 


13.  

Percent of Class Represented by Amount in Row (11)

 

            None

   

14.  

Type of Reporting Person (See Instructions)

 

            CO

   


CUSIP No. 401829106

  13D   Page 3 of 4 Pages

 

The statement on Schedule 13D filed by Amgen Inc. (“Amgen”) on January 28, 1997 (the “Initial Statement”) relating to the Common Stock, $0.01 par value per share (the “Common Stock”) of Guilford Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”) is hereby amended by this Amendment 1 to Schedule 13D. The Reporting Person no longer has beneficial ownership of any of the Issuer’s Common Stock for reporting under Section 13(d) of the Securities Exchange Act of 1934, as amended. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the meaning assigned to them in the Schedule 13D.

 

Item 5 Interest in Securities of the Issuer

 

Item 5 of the Initial Statement is hereby amended and supplemented with the following:

 

  (a) On October 1, 2002, the Warrant issued to the Reporting Person to purchase up to 700,000 shares of Issuer’s Common Stock expired without the Reporting Person exercising its right to purchase any of Issuer’s shares. The expiration of the Warrant resulted in the Reporting Person falling below the five percent threshold of ownership of Issuer’s Common Stock.

 

  (b) In 2003, the remaining 640,095 shares of Issuer’s Common Stock were sold. As of the date of this Amendment No. 1 to Schedule 13D, the Reporting Person does not beneficially own any shares of the Issuer’s Common Stock.


CUSIP No. 401829106

  13D   Page 4 of 4 Pages

 

SIGNATURE

 

After reasonable 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.

 

Date: May 5, 2004
AMGEN INC.
By:  

/s/ David J. Scott

 

   
    Name: David J. Scott
    Title:   Senior Vice President, General Counsel and Secretary
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