UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 3

ZYMOGENETICS, INC.
(Name of Subject Company (Issuer))

ZEUS ACQUISITION CORPORATION
(Offeror)
A Wholly Owned Subsidiary of

BRISTOL-MYERS SQUIBB COMPANY
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

98985T109
(CUSIP Number of Class of Securities)

Sandra Leung, Esq.
General Counsel & Corporate Secretary
P. Joseph Campisi, Jr., Esq.
Vice President & Assistant General Counsel
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
(212) 546-4000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:
David Fox, Esq.
Daniel Wolf, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800

CALCULATION OF FILING FEE

Transaction Valuation(1)	 	Amount of Filing Fee(2)	
$883,869,654	 	$63,020	
 
(1)	Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 86,584,072 shares of common stock, without par value, and 99,516 shares of common stock subject to restricted stock units, in each case, at $9.75 per share. The transaction value also includes the aggregate offer price for 8,500,698 shares issuable pursuant to outstanding options with an exercise price less than $9.75 per share, which is calculated by multiplying the number of shares underlying such outstanding options at each exercise price therefor by an amount equal to $9.75 minus such exercise price.	
 
(2)	Calculated in accordance with Exchange Act Rule 0-11 by multiplying the transaction value by 0.0000713.	
 
x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.	

Amount Previously Paid: $63,020	 	Filing Party: Bristol-Myers Squibb Company and Zeus Acquisition Corporation	
Form of Registration No.: Schedule TO	 	Date Filed: September 10, 2010	
 
¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.	
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
x	Third-party tender offer subject to Rule 14d-1.	
 
¨	Issuer tender offer subject to Rule 13e-4.	
 
¨	Going-private transaction subject to Rule 13e-3.	
 
x	Amendment to Schedule 13D under Rule 13d-2.	
Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
 
¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	
 
¨	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	

 

This Amendment No. 3 to the Tender Offer Statement on Schedule TO (the “Schedule TO”) amends and supplements the Schedule TO relating to the tender offer by (i) Zeus Acquisition Corporation, a Washington corporation (“Purchaser”) and a wholly-owned subsidiary of Bristol-Myers Squibb Company, a Delaware corporation (“Parent”) and (ii) Parent, for all of the outstanding common stock, without par value (the “Shares”), of ZymoGenetics, Inc., a Washington corporation (the “Company”), at a price of $9.75 per share net to the seller in cash without interest and less required withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated September 10, 2010 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.”
All information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 in this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
This Amendment No. 3 is being filed to amend and supplement Items 11 and 12 as reflected below.
Item 11. Additional Information.
Regulation M-A Item 1011
(a)  Agreements, Regulatory Requirements and Legal Proceedings. Item 11(a) of the Schedule TO is hereby amended and supplemented by adding the following paragraph at the end thereof:
“At 11:59 p.m., New York City time, on Monday, September 27, 2010, the waiting period applicable to the Offer and the Merger under the HSR Act expired. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied. On September 28, 2010, Parent issued a press release announcing the expiration of the HSR Act waiting period, a copy of which is filed as Exhibit (a)(10) hereto.”
Item 12. Exhibits.
Regulation M-A Item 1016
Item 12 of the Schedule TO is amended and supplemented by adding the following exhibit:

Exhibit No.	 	 	
		
(a)(10)	 	Press Release issued by Bristol-Myers Squibb Company, dated September 28, 2010.	
 
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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.

ZEUS ACQUISITION CORPORATION	
		
By	 	/ S /    J EREMY LEVIN	
Name:	 	Dr. Jeremy Levin	
Title:	 	President	
		
Date:	 	September 28, 2010	
	
BRISTOL-MYERS SQUIBB COMPANY	
		
By	 	/ S /    J EREMY L EVIN	
Name:	 	Dr. Jeremy Levin	
Title:	 	Senior Vice President, Strategy, Alliances and
Transactions	
		
Date:	 	September 28, 2010	
 
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EXHIBIT INDEX

Exhibit
No.	 	 	
		
(a)(1)(A)	 	Offer to Purchase, dated September 10, 2010.*	
		
(a)(1)(B)	 	Letter of Transmittal (including Internal Revenue Service Form W-9).*	
		
(a)(1)(C)	 	Notice of Guaranteed Delivery.*	
		
(a)(1)(D)	 	Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*	
		
(a)(1)(E)	 	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*	
		
(a)(1)(F)	 	Joint Press Release of ZymoGenetics, Inc. and Bristol-Myers Squibb Company, dated September 7, 2010 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Bristol-Myers Squibb Company with the Securities and Exchange Commission dated September 9, 2010).*	
		
(a)(1)(G)	 	Summary Advertisement as published on September 10, 2010.*	
		
(a)(5)	 	Press Release issued by Bristol-Myers Squibb Company, dated September 10, 2010.*	
		
(a)(6)	 	Class Action Complaint dated September 9, 2010 (Vereen v. ZymoGenetics, Inc., et al.).*	
		
(a)(7)	 	Class Action Complaint dated September 9, 2010 (Krivan v. ZymoGenetics, Inc., et al.).*	
		
(a)(8)	 	Class Action Complaint dated September 9, 2010 (Jaung v. the ZymoGenetics, Inc., et al.).*	
		
(a)(9)	 	Class Action Complaint dated September 15, 2010 (Mesa v. ZymoGenetics, Inc., et al.).*	
		
(a)(10)	 	Press Release issued by Bristol-Myers Squibb Company, dated September 28, 2010.	
		
(d)(1)	 	Agreement and Plan of Merger, dated as of September 7, 2010, by and among ZymoGenetics, Inc., Bristol-Myers Squibb Company, and Zeus Acquisition Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by ZymoGenetics, Inc. with the Securities and Exchange Commission on September 9, 2010).*	
		
(d)(2)	 	Form of Tender and Support Agreement, by and among Bristol-Myers Squibb Company, Zeus Acquisition Corporation and Stockholder, dated September 7, 2010 (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by ZymoGenetics, Inc. with the Securities and Exchange Commission on September 9, 2010).*	

*	Previously filed.	
 
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Exhibit (a)(10)

Bristol-Myers Squibb Announces Expiration of
Hart-Scott-Rodino Waiting Period for Acquisition of ZymoGenetics, Inc.
(NEW YORK, September 28, 2010) – Bristol-Myers Squibb Company (NYSE: BMY) announced today that the Hart-Scott-Rodino (HSR) waiting period for its tender offer for ZymoGenetics, Inc. (NASDAQ: ZGEN) has expired.
Bristol-Myers Squibb initiated on September 10, 2010, through its wholly-owned subsidiary Zeus Acquisition Corporation, a cash tender offer to purchase all outstanding shares of common stock of ZymoGenetics for $9.75 per share.
The expiration of the HSR waiting period satisfies one of the conditions to the tender offer, which will expire at 12:00 midnight (New York City time) on Thursday, October 7, 2010, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer remains subject to customary terms and conditions, including the tender of a number of shares which is equal to or greater than 48,282,192 shares (which represents approximately 56% of the outstanding shares as of August 31, 2010, which in turn represents a majority of the shares on a fully-diluted basis, excluding certain shares underlying derivative securities that are significantly out-of-the-money).
Georgeson Inc. is acting as information agent for Bristol-Myers Squibb. Morgan Stanley & Co. Incorporated is serving as financial advisor to Bristol-Myers Squibb in connection with the transactions and as the dealer-manager for the tender offer. Kirkland & Ellis LLP is acting as legal counsel to Bristol-Myers Squibb. Goldman, Sachs & Co. is serving as financial advisor to ZymoGenetics in connection with the transactions and ZymoGenetics is represented by Latham & Watkins LLP.
Forward Looking Statements
This press release contains “forward-looking statements” relating to the acquisition of ZymoGenetics by Bristol-Myers Squibb. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period. Forward-looking statements in the press release should be evaluated together with the many uncertainties that affect Bristol-Myers Squibb’s business, particularly those identified in the cautionary factors discussion in Bristol-Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2009, its Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Bristol-Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Except for the historical information presented herein, matters discussed herein may constitute forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements preceded by, followed by, or that include the words “future”; “anticipate”; “potential”; “believe”; or similar statements are forward-looking statements. Risks and uncertainties include uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of the ZymoGenetics shareholders will tender their shares in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; as well as risks detailed from time to time in ZymoGenetics’s public disclosure filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, subsequent quarterly filings on Form 10-Q and the Solicitation/Recommendation Statement filed in connection with the tender offer. The information contained in this release is as of September 28, 2010.
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of ZymoGenetics. Bristol-Myers Squibb Company and Zeus Acquisition Corporation have filed a tender offer statement with the SEC, and have mailed an offer to purchase, forms of letter or transmittal and related documents to ZymoGenetics shareholders. ZymoGenetics has filed with the SEC, and has mailed to ZymoGenetics shareholders a solicitation/recommendation statement on Schedule 14D-9. These documents contain important information about the tender offer and stockholders of ZymoGenetics are urged to read them carefully when they become available.
These documents will be available at no charge at the SEC’s website at www.sec.gov . The tender offer statement and the related materials may be obtained for free by directing a request by mail to Georgeson Inc., 199 Water Street, 26 th Floor, New York, New York 10038 or by calling toll-free (800) 509-1078. In addition, a copy of the offer to purchase, letter or transmittal and certain other related tender offer documents (once they become available) may also be obtained free of charge from Bristol-Myers Squibb by  directing a request to: Public Affairs, Telephone No.: (609) 252-6579; E-Mail: jennifer.mauer@bms.com .
Contacts

Media:	  	Jennifer Fron Mauer, Telephone No.: (609) 252-6579; E-Mail: jennifer.mauer@bms.com	
		
Investors:	  	Teri Loxam, Telephone No.: (609) 252-3368, teri.loxam@bms.com	
	  	Suketu Desai, Telephone No.: (609) 252-5796, suketu.desai@bms.com