Filed Pursuant to Rule 424(b)(3)
Registration No. 333-102259
TEVA PHARMACEUTICAL FINANCE B.V.
TEVA PHARMACEUTICALS INDUSTRIES LIMITED
SUPPLEMENT NO. 2
DATED JULY 22, 2003
TO
PROSPECTUS
DATED MARCH 21, 2003
AS
SUPPLEMENTED
BY
SUPPLEMENT NO. 1 DATED APRIL 11, 2003
This supplement is part of and should be read in conjunction with our
prospectus dated March 21, 2003, as supplemented by Supplement No. 1, dated
April 11, 2003 (as supplemented, the "Prospectus"). The information we present
in this supplement supersedes similar information included in the Prospectus.
We are supplementing the information under the caption "Selling
Securityholders" to revise certain information with respect to existing Selling
Securityholders and to include new Selling Securityholders and the number of
Debentures and ADRs owned and offered thereby:
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
1976 Distribution Trust FBO A.R. Lauder/ 186 * 8 186 0 N/A
Zinterhofer
c/o Advent Capital Management LLC
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
2000 Revocable Trust FBO A.R. Lauder/
Zinterhofer 186 * 8 186 0 N/A
c/o Advent Capital Management LLC
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Advisory Convertible Arbitrage Fund (I) L.P.
(5) (6) 23,310 * 1,000 23,310 0 N/A
c/o General Counsel's Office, American
Express Financial Advisors Inc.
50592 AXP Financial Center
Minneapolis, MN 55474
AG Domestic Convertibles, L.P.
225 Park Avenue, 26th Floor 104,897 * 4,500 104,897 0 N/A
New York, NY 10167
AG Offshore Convertibles, Ltd.
225 Park Avenue, 26th Floor 244,761 * 10,500 244,761 0 N/A
New York, NY 10167
Alcon Laboratories
c/o Advent Capital Management, LLC 8,764 * 376 8,764 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
Allentown City Firefighters Pension Plan
c/o Advent Capital Management, LLC 606 * 26 606 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Allentown City Officers & Employees Pension
Fund 396 * 17 396 0 N/A
c/o Advent Capital Management, LLC
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Allentown City Police Pension Plan
c/o Advent Capital Management, LLC 792 * 34 792 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
AM Investment D Fund I, LP
350 Park Avenue, 4th Floor 27,972 * 1,200 27,972 0 N/A
New York, NY 10022
AM Investment E Fund, LP
350 Park Avenue, 4th Floor 132,870 * 5,700 132,870 0 N/A
New York, NY 10022
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
Arapahoe County Colorado
c/o Advent Capital Management, LLC 1,375 * 59 1,375 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Arkansas Teachers Retirement
c/o Nicholas Appelgate 77,740 * 3,335 77,740 0 N/A
600 West Broadway, 32nd Floor
San Diego, CA 92101
Arlington County Employees Retirement System
c/o Advent Capital Management, LLC 15,315 * 657 15,315 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Asante Health Systems
c/o Advent Capital Management, LLC 1,608 * 69 1,608 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Baptist Health of South Florida
c/o Nicholas Appelgate 14,918 * 640 14,919 0 N/A
600 West Broadway, 32nd Floor
San Diego, CA 92101
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
Bay County Pers (8) (12)
c/o Froley Revy Investment Company Inc. 1,515 * 65 1,515 0 N/A
10900 Wilshire Boulevard, Suite 900
Los Angeles CA 90024
British Virgin Islands Social Security Board
c/o Advent Capital Management, LLC 2,028 * 87 2,028 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
CALAMOS Convertible Growth and Income Fund -
CALAMOS Investment Trust (7) 201,443 * 7,000 163,147 38,269 *
c/o CALAMOS Investments
1111 East Warrenville Road
Naperville, IL 60563-1493
Canyon Capital Arbitrage Master Fund, Ltd.
(5) 153,836 * 4,650 108,394 45,442 *
c/o Canyon Capital Advisors LLC
9665 Wilshire Blvd., Ste. 200
Beverly Hills, CA 90212
Canyon Value Realization Fund (Cayman), Ltd
(5) 230,754 * 6,975 162,591 68,163 *
c/o Canyon Capital Advisors LLC
9665 Wilshire Blvd., Ste. 200
Beverly Hills, CA 90212
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
Canyon Value Realization Fund, L.P. (5)
c/o Canyon Capital Advisors LLC 102,556 * 3,100 72,262 30,294 *
9665 Wilshire Blvd., Ste. 200
Beverly Hills, CA 90212
Canyon Value Realization MAC 18, LTD (RMF)
(5) 25,638 * 775 18,065 7,576 *
c/o Canyon Capital Advisors LLC
9665 Wilshire Blvd., Ste. 200
Beverly Hills, CA 90212
CFFX, LLC (5)
30 South Wacker Drive, Suite 2707 139,863 * 6,000 139,863 0 N/A
Chicago, IL 60610
CGNU Life Fund
c/o Morley Fund Management 13,986 * 600 13,986 0 N/A
Corporate Actions
No. 1 Poultry
London, EC2R 8EJ
United Kingdom
City and County of San Francisco Retirement
System 33,846 * 1,452 33,846 0 N/A
c/o Advent Capital Management, LLC
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
City of New Orleans
c/o Advent Capital Management, LLC 4,685 * 201 4,685 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
City University of New York
c/o Advent Capital Management, LLC 3449 * 148 3449 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Commercial Union Life Fund
c/o Morley Fund Management 18,648 * 800 18,648 0 N/A
Corporate Actions
No. 1 Poultry
London, EC2R 8EJ
United Kingdom
Delaware Public Employees Retirement System
c/o Advent Capital Management, LLC 35,455 * 1,521 35,455 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
Ellsworth Convertible Growth and Income
Fund, Inc. 23,310 * 1,000 23,310 0 N/A
c/o Davis Dinsmore Management
65 Madison Avenue
Morristown, NJ 07960
Engineers Joint Pension Fund
c/o Nicholas Appelgate 7,459 * 320 7,459 0 N/A
600 West Broadway, 32nd Floor
San Diego, CA 92101
Fore Convertible Masterfund Ltd.
c/o Fore Advisors 104,897 * 4,500 104,897 0 N/A
280 Park Avenue, 43rd Floor
New York, NY 10017
Georgia Municipal
c/o Advent Capital Management, LLC 19,650 * 843 19,650 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Goldman Sachs & Co.(4)
295 Chipeta Way 137,532 * 5,900 137,532 0 N/A
Salt Lake City, UT 84108
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
The Grable Foundation
c/o Advent Capital Management, LLC 2,028 * 87 2,028 0 N/A
1065 Avenue of the Americas 31st Floor
New York, NY 10018
Grady Hospital Foundation
c/o Advent Capital Management, LLC 3,053 * 131 3,053 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Independence Blue Cross
c/o Advent Capital Management, LLC 11,398 * 489 11,398 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Innovest Finanzdienstle
c/o Nicholas Appelgate 19,231 * 825 19,231 0 N/A
600 West Broadway, 32nd Floor
San Diego, CA 92101
KBC Financial Products USA Inc. (4)(5)
140 East 45th Street 11,072 * 475 11,072 0 N/A
2 Grand Central Tower, 42nd Floor
New York, NY 10017-3144
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
Lyxor/AM Investment Fund, Ltd.
c/o AM Investment Partners 48,952 * 2,100 48,952 0 N/A
350 Park Avenue, 4th Floor
New York, NY 10022
Merrill Lynch Insurance Group
c/o Advent Capital Management, LLC 9,161 * 393 9,161 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Municipal Employees
c/o Advent Capital Management, LLC 5,501 * 236 5,501 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
New Orleans Firefighters Pension/Relief Fund
c/o Advent Capital Management, LLC 3,123 * 134 3,123 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Nicholas Appelgate Capital Management
Convertible Fund 16,667 * 715 16,667 0 N/A
600 West Broadway, 32nd Floor
San Diego, CA 92101
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
Nisswa Master Fund Ltd.
c/o Pine River Capital Management L.P. 5,827 * 250 5,827 0 N/A
800 Nicollet Mall, Suite 2710
Minneapolis, MN 55402
Norwich Union Life & Pensions
c/o Morley Fund Management 27,972 * 1,200 27,972 0 N/A
Corporate Actions
No. 1 Poultry
London, EC2R 8EJ
United Kingdom
Occidental Petroleum Corporation
c/o Advent Capital Management, LLC 6,037 * 259 6,037 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Ohio Bureau of Workers Compensation
c/o Advent Capital Management, LLC 5,011 * 215 5,011 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
Physicians Life
c/o Nicholas Appelgate 4,079 * 175 4,079 0 N/A
600 West Broadway, 32nd Floor
San Diego, CA 92101
Policeman and Firemen Retirement System of
the City of Detroit 13,473 * 578 13,473 0 N/A
c/o Advent Capital Management, LLC
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Privelege Portfolio SICAV
c/o Morley Fund Management 46,621 * 2,000 46,621 0 N/A
Corporate Actions
No. 1 Poultry
London, EC2R 8EJ
United Kingdom
Pro-mutual
c/o Advent Capital Management, LLC 17,156 * 736 17,156 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
R2 Investments, LLC
c/o Amalgamated Gadget, L.P. 313,227 * 1,000 23,310 289,917 *
301 Commerce Street, Suite 2975
Fort Worth, TX 76102
RCG Halifax Master Fund, Ltd. (9)
c/o Ramius Capital Group, LLC 17,482 * 750 17,482 0 N/A
666 Third Avenue, 26th Floor
New York, NY 10017
RCG Latitude Master Fund, Ltd. (10)
c/o Ramius Capital Group, LLC 69,931 * 3,000 69,931 0 N/A
666 Third Avenue, 26th Floor
New York, NY 10017
RCG Multi Strategy A/C. LP (11)
c/o Ramius Capital Group, LLC 46,621 * 2,000 46,621 0 N/A
666 Third Avenue, 26th Floor
New York, NY 10017
San Diego City Retirement
c/o Nicholas Appelgate 16,317 * 700 16,317 0 N/A
600 West Broadway, 32nd Floor
San Diego, CA 92101
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
San Diego County Convertible
c/o Nicholas Appelgate 35,432 * 1,520 35,432 0 N/A
600 West Broadway, 32nd Floor
San Diego, CA 92101
Southern Farm Bureau Life Insurance
c/o Froley Revy Investment Company Inc. 19,814 * 850 19,814 0 N/A
(8)
10900 Wilshire Boulevard, Suite 900
Los Angeles CA 90024
State of Maryland Retirement Agency
c/o Advent Capital Management, LLC 73,125 * 3,137 73,125 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
Starvest Convertible Securities Fund
c/o Froley Revy Investment Company Inc. 6,993 * 300 6,993 0 N/A
(8)
10900 Wilshire Boulevard, Suite 900
Los Angeles CA 90024
Suttonbrook Capital Portfolio LP
c/o Suttonbrook Capital 233,106 * 10,000 233,106 0 N/A
654 Madison Avenue, Suite 1009
New York, NY 10021-8435
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
Topanga XI (5)
c/o Banc of America Securities LLC 6,993 * 300 6,993 0 N/A
9 West 57th Street
New York, NY 10019
Trustmark Insurance
c/o Advent Capital Management, LLC 7,902 * 339 7,902 0 N/A
1065 Avenue of the Americas, 31st Floor
New York, NY 10018
UBS AG London Branch
c/o Froley Revy Investment Company Inc. 307,746 * 13,202 307,746 0 N/A
(8)
10900 Wilshire Boulevard, Suite 900
Los Angeles CA 90024
US Bank FBO Benedictine Health Systems
c/o Froley Revy Investment Company Inc. 2,913 * 125 2,913 0 N/A
(8)
10900 Wilshire Boulevard, Suite 900
Los Angeles CA 90024
Wake Forest University
c/o Nicholas Appelgate 10,955 * 470 10,955 0 N/A
600 West Broadway, 32nd Floor
San Diego, CA 92101
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.
Principal
Amount of
Debentures
ADRs Beneficially Owned Owned and ADRs Beneficially Owned
Before Offering (1)(2) Offered ADRs After Offering (2)
Name and Address of Selling ----------------------- Hereby Offered -----------------------
Securityholder Amount Percentage(3) (in $1,000s) Hereby (1) Amount Percentage (3)
--------------------------- ----- ------------- ------------ ---------- ------ --------------
Wyoming State Treasurer
c/o Nicholas Appelgate 19,114 * 820 19,114 0 N/A
600 West Broadway, 32nd Floor
San Diego, CA 92101
--------------------------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Assumes conversion of all of the selling securityholder's Debentures at a conversion rate of 23.3106 ADRs per each $1,000
principal amount of debentures (rounded down to the nearest whole ADR).
(2) Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC 1.50% Convertible
Senior Debentures due 2005 at a conversion rate of 23.1934 ADRs per each $1,000 principal amount of debentures (rounded down to
the nearest whole ADR). Includes, if applicable, conversion of all the selling securityholder's Teva Pharmaceutical Finance, LLC
0.75% Convertible Senior Debentures due 2021 at a conversion rate of 23.3036 ADRs per each $1,000 principal amount of debentures
(rounded down to the nearest whole ADR).
(3) Assumes that debentures held by other holders are not converted.
(4) The selling securityholder is a broker-dealer.
(5) The selling securityholder is an affiliate of a broker-dealer.
(6) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Advisory Convertible Fund (I)
L.P. There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(7) Selling securityholder was included in the Prospectus dated March 21, 2003 under the name of CALAMOS Convertible Fund -
CALAMOS Investment Trust. There has been no change in the number of Debentures and ADRs offered by such selling securityholder
(8) Reflects a change in address of the Selling securityholder There has been no change in the numbers of Debentures and ADRs
offered by such selling securityholder.
(9) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Halifax Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(10) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Latitude Master Fund, Ltd.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(11) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of RC6 Multi Strategy A/C LP.
There has been no change in the number of Debentures and ADRs offered by such selling securityholder.
(12) Selling securityholder was included on the Prospectus dated March 21, 2003 under the name of Bag Counter Pers. There has
been no change in the number of Debentures and ADRs offered by such selling securityholder.