Filed Pursuant to Rule 424(b)(3)
Registration No. 333-102259
TEVA PHARMACEUTICAL FINANCE B.V.
TEVA PHARMACEUTICALS INDUSTRIES LIMITED
SUPPLEMENT NO. 3
DATED OCTOBER 1, 2003
TO
PROSPECTUS
DATED MARCH 21, 2003
AS
SUPPLEMENTED
BY
SUPPLEMENT NO. 1 DATED APRIL 11, 2003
AND
SUPPLEMENT NO. 2 DATED JULY 22, 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 and Supplement No. 2, dated July 22, 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 an existing
Selling Securityholder and to include a new Selling Securityholder and the
number of Debentures and ADRs owned and offered thereby:
Principal
Amount of
Debentures
Owned and
Offered ADRs
Name and Address of Selling ADRs Beneficially Owned Hereby Offered ADRs Beneficially Owned
Securityholder Before Offering (1)(2) (in $1,000s) Hereby (1) After Offering (2)
-------------- ------------------------- ------------ ---------- -------------------------
Amount Percentage (3) Amount Percentage (3)
------ -------------- ------------ ---------- ------ --------------
The Northwestern Mutual Life Insurance 1,270,134(6) * 1,000 23,310 1,246,824(6) *
Company (5)
720 East Wisconsin Avenue
Milwaukee, WI 53202
UBS AG London Branch (5)
677 Washington Blvd. 307,746 * 13,202 307,746 0 N/A
Stamford, CT 06901
--------------------------------------------------------------------------------
* 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) Includes (i) 541,640 ADRs held in the General Account of The Northwestern Mutual Life Insurance Company; (ii) 142,505 ADRs held
in The Northwestern Mutual Life Insurance Company's Group Annuity Separate Account; and (iii) 399,505 ADRs held by affiliates of The
Northwestern Mutual Life Insurance Company (over which The Northwestern Mutual Life Insurance Company disclaims beneficial
ownership).