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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRIANGLE PHARMACEUTICALS, INC.
(NAME OF SUBJECT COMPANY)
TRIANGLE PHARMACEUTICALS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
89589H 10 4 (COMMON STOCK)
(CUSIP Number of Class of Securities)
ANDREW FINKLE
GENERAL COUNSEL
TRIANGLE PHARMACEUTICALS, INC.
4 UNIVERSITY PLACE
4611 UNIVERSITY DRIVE
DURHAM, NORTH CAROLINA 27707
(919) 493-5980
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
GERALD F. ROACH, ESQ. C. WILLIAM BAXLEY, ESQ.
SMITH, ANDERSON, BLOUNT, DORSETT, KING & SPALDING
MITCHELL & JERNIGAN L.L.P. 191 PEACHTREE STREET
2500 FIRST UNION CAPITOL CENTER ATLANTA, GEORGIA 30303
RALEIGH, NORTH CAROLINA 27601 (404) 572-4600
(919) 821-1220
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This Amendment No. 2 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by
Triangle Pharmaceuticals, Inc. ("Triangle") on December 16, 2002, as amended on
December 17, 2002, relating to the tender offer by Simbolo Acquisition Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of Gilead Sciences,
Inc., a Delaware corporation, disclosed in a Tender Offer Statement on Schedule
TO, dated December 16, 2002 (as amended or supplemented from time to time, the
"Schedule TO"), to purchase all of the outstanding shares of Triangle Common
Stock at a purchase price of $6.00 per share, net to the seller in cash (without
interest), upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated December 16, 2002, and in the related Letter of Transmittal.
The Schedule TO was filed with the Securities and Exchange Commission on
December 16, 2002. Except as otherwise indicated, the information set forth in
the original Schedule 14D-9 remains unchanged.
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following
exhibit:
EXHIBIT NO. DESCRIPTION
(a)(5)(C) Further Questions and Answers About the Effects of the
Gilead Merger on Triangle Employees, dated December 20, 2002
SIGNATURE
After due 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.
TRIANGLE PHARMACEUTICALS, INC.
By: /s/ R. ANDREW FINKLE
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R. Andrew Finkle
Executive Vice President and General Counsel
Dated: December 20, 2002
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