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Technology Stocks : Amazon.com, Inc. (AMZN) -- Ignore unavailable to you. Want to Upgrade?

To: GST who wrote (58316)	5/25/1999 8:31:00 AM
From: Glenn D. Rudolph	Respond to of 164684

Conversion going on: Click on an item shown in the Table Of Contents to view. AMAZON COM INC Form: 424B3 Filing Date: 5/24/99 SELECT FONT SIZE CLICK THE 'ENTER' BUTTON TYPE: 424B3 SEQUENCE: 1 DESCRIPTION: PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424B3 PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3) (TO PROSPECTUS DATED MAY 18, 1999) REGISTRATION NO. 333-74435 $1,250,000,000 AMAZON.COM, INC. 4 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2009 ------------------------ This prospectus supplement relates to the resale by the holders (the "Selling Securityholders") of 4 3/4% Convertible Subordinated Notes due 2009 (the "Notes") of Amazon.com, Inc. (the "Company") and the shares of common stock, $.01 par value (the "Common Stock"), of the Company issuable upon the conversion of the Notes. This prospectus supplement should be read in conjunction with the prospectus dated May 18, 1999, which is to be delivered with this prospectus supplement. All capitalized terms used but not defined in this prospectus supplement shall have the meanings given them in the prospectus. The information in the table appearing under the heading "Selling Holders" in the prospectus is superseded in part by the information appearing in the table below: PRINCIPAL AMOUNT OF NOTES BENEFICIALLY COMMON STOCK OWNED AND OWNED PRIOR TO COMMON STOCK NAME OFFERED HEREBY(1) THE OFFERING(1)(2) OFFERED HEREBY(2) ---- ------------------- ------------------ ----------------- Maryland State Retirement System......... 1,700,000 10,893 10,893 McMahan Securities Company, L.P.......... 2,485,000 15,923 15,923 New Orleans Firefighters................. 130,000 833 833 Susquehanna Capital Group................ 1,570,000 10,060 10,060 Any other holder of notes or future transferee from any such holder(4)(5)........................... 155,291,000 995,237 995,237 --------------- (1) Includes common stock into which the notes are convertible. (2) Assumes a conversion price of $156.055 per share and a cash payment in lieu of any fractional interest. (4) Information concerning other selling holders of notes will be set forth in prospectus supplements from time to time, if required. (5) Assumes that any other holder of notes or any future transferee from any such holder does not beneficially own any common stock other than common stock into which the notes are convertible at the conversion price of $156.055 per share. INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE CONVERTIBLE INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS. ------------------------ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ The date of this prospectus supplement is May 24, 1999.