424B3 1 d424b3.txt SUPPLEMENT #4 TO PROSPECTUS DATED 11/03/01 Filed Pursuant to Rule 424(b)(3) Registration No. 333-46496 ALZA CORPORATION SUPPLEMENT NO. 4 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, January 5, 2001, and March 1, 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 ----------
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 -------------- -------------- ------------ KBC Financial Products USA.............. $ 1,000,000 14,027 OZ Master Fund, Ltd..................... 18,000,000 252,486 1,329,998 Sage Capital........................... 3,400,000 47,691
Schedule 2 ----------
Principal Amount at Maturity of Debentures Shares of Beneficially Conversion Shares Common Stock Owned that that Owned After Name May Be Offered May Be Offered the Offering ---- -------------- -------------- ------------ Credit Suisse First Boston Corporation............................. $11,070,000 155,278 Merrill Lynch Pierce Fenner & Smith Inc............................... 300,000 4,209 33,436(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 June 18, 2001