content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
  
                             Washington, D.C.   20549
  
                                  ---------------
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
      Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
  
  Date of Report (Date of Earliest event reported)    March 26 , 2001
                                                  --------------------------------
  
                                 ALZA CORPORATION
  --------------------------------------------------------------------------------
                (Exact name of registrant as specified in Charter)
  
             Delaware                     1-6247                 77-0142070
  ----------------------------       ----------------        -------------------
  (State or Other Jurisdiction       (Commission File           (IRS Employer
  of Incorporation)                      Number)             Identification No.)
  
  1900 Charleston Road, P.O. Box 7210, Mountain View, CA          94039-7210
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                        (Zip Code)
  
  Registrant's telephone number, including area code:    (650) 564-5000
                                                     -----------------------------
  
                                       None
  --------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  <PAGE>
  
  Item 5.  Other Events
  
       On March 26, 2001, ALZA Corporation, a Delaware corporation ("ALZA"),
  entered into an Agreement and Plan of Merger (the "Merger Agreement") with
  Johnson & Johnson, a New Jersey corporation ("J&J"), and Express Merger Sub
  Inc., a Delaware corporation and a wholly-owned subsidiary of J&J (the "Merger
  Sub"). Pursuant to the terms of the Merger Agreement, and subject to the
  conditions set forth therein (including approval of the transaction by the
  stockholders of ALZA), the Merger Sub will be merged with and into ALZA (the
  "Merger"). At the effective time of the Merger, the separate existence of the
  Merger Sub will cease, ALZA will become a wholly-owned subsidiary of J&J and
  each outstanding share of ALZA common stock will be exchanged for 0.49 shares of
  J&J common stock. The Merger is intended to be a tax-free reorganization
  pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended, and
  is intended to be treated as a pooling of interests for financial reporting
  purposes.
  
       In connection with the Merger Agreement, ALZA has issued an option (the
  "Option") to J&J to purchase up to 47,466,356 shares of Common Stock of ALZA at
  an exercise price of $41.84 per share.  The Option may be exercised by J&J upon
  the occurrence of certain events specified therein relating to a proposed
  acquisition by a third party.
  
       In connection with the Merger Agreement and the Option, ALZA amended its
  stockholder rights agreement to provide that the stockholder rights agreement
  will not apply to the transactions contemplated by the Merger Agreement and the
  Option.
  
  Item 7.  Financial Statements and Exhibits
  
  (a)  Exhibits
  
       Exhibit 2.1     Agreement and Plan of Merger, dated March 26, 2001, by and
                       among ALZA Corporation, a Delaware corporation, Johnson &
                       Johnson, a New Jersey corporation, and Express Merger Sub
                       Inc., a Delaware corporation.
  
       Exhibit 10.1    Stock Option Agreement, dated March 26, 2001, by and
                       between ALZA Corporation, a Delaware corporation, and
                       Johnson & Johnson, a New Jersey corporation.
  
       Exhibit 10.2    Amendment No. 1 to Rights Agreement, dated March 26, 2001,
                       between ALZA Corporation, a Delaware corporation, and Fleet
                       National Bank (Formerly BankBoston, N.A.), as rights agent.
  
       Exhibit 99.1    Press Release dated March 26, 2001.
  <PAGE>
  
                                     SIGNATURE
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunder duly authorized.
  
  
  
  Date:  March 26, 2001                  ALZA CORPORATION
  
  
                                         By:  /s/ Peter D. Staple
                                              ----------------------------
                                              Peter D. Staple
                                              Executive Vice President
                                              and General Counsel
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  Exhibit           Description
  -------           -----------
  
  Exhibit 2.1       Agreement and Plan of Merger, dated March 26, 2001, by and
                    among ALZA Corporation, a Delaware corporation, Johnson &
                    Johnson, a New Jersey corporation, and Express Merger Sub
                    Inc., a Delaware corporation, dated as of March 26, 2001,
                    including exhibits thereto.
  
  Exhibit 10.1      Stock Option Agreement, dated March 26, 2001, by and between
                    ALZA Corporation, a Delaware corporation, and Johnson &
                    Johnson, a New Jersey corporation.
  
  Exhibit 10.2      Amendment No. 1 to Rights Agreement, dated March 26, 2001,
                    between ALZA Corporation, a Delaware corporation, and Fleet
                    National Bank (Formerly BankBoston, N.A.), as rights agent.
  
  Exhibit 99.1      Press Release dated March 26, 2001.
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metadata_filer: {"company-data": {"conformed-name": "ALZA CORP", "cik": "0000004310", "assigned-sic": "2834", "irs-number": "770142070", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06247", "film-number": "1581088"}, "business-address": {"street1": "1900 CHARLESTON RD", "street2": "PO BOX 7210", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94309", "phone": "6504945000"}, "mail-address": {"street1": "1900 CHARLESTON RD", "street2": "PO BOX 7210", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94309-7210"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                             Washington, D.C.   20549
  
                                  ---------------
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
      Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
  
  Date of Report (Date of Earliest event reported)    March 26 , 2001
                                                  --------------------------------
  
                                 ALZA CORPORATION
  --------------------------------------------------------------------------------
                (Exact name of registrant as specified in Charter)
  
             Delaware                     1-6247                 77-0142070
  ----------------------------       ----------------        -------------------
  (State or Other Jurisdiction       (Commission File           (IRS Employer
  of Incorporation)                      Number)             Identification No.)
  
  1900 Charleston Road, P.O. Box 7210, Mountain View, CA          94039-7210
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                        (Zip Code)
  
  Registrant's telephone number, including area code:    (650) 564-5000
                                                     -----------------------------
  
                                       None
  --------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  Item 5.  Other Events
  
       On March 26, 2001, ALZA Corporation, a Delaware corporation ("ALZA"),
  entered into an Agreement and Plan of Merger (the "Merger Agreement") with
  Johnson & Johnson, a New Jersey corporation ("J&J"), and Express Merger Sub
  Inc., a Delaware corporation and a wholly-owned subsidiary of J&J (the "Merger
  Sub"). Pursuant to the terms of the Merger Agreement, and subject to the
  conditions set forth therein (including approval of the transaction by the
  stockholders of ALZA), the Merger Sub will be merged with and into ALZA (the
  "Merger"). At the effective time of the Merger, the separate existence of the
  Merger Sub will cease, ALZA will become a wholly-owned subsidiary of J&J and
  each outstanding share of ALZA common stock will be exchanged for 0.49 shares of
  J&J common stock. The Merger is intended to be a tax-free reorganization
  pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended, and
  is intended to be treated as a pooling of interests for financial reporting
  purposes.
  
       In connection with the Merger Agreement, ALZA has issued an option (the
  "Option") to J&J to purchase up to 47,466,356 shares of Common Stock of ALZA at
  an exercise price of $41.84 per share.  The Option may be exercised by J&J upon
  the occurrence of certain events specified therein relating to a proposed
  acquisition by a third party.
  
       In connection with the Merger Agreement and the Option, ALZA amended its
  stockholder rights agreement to provide that the stockholder rights agreement
  will not apply to the transactions contemplated by the Merger Agreement and the
  Option.
  
  Item 7.  Financial Statements and Exhibits
  
  (a)  Exhibits
  
       Exhibit 2.1     Agreement and Plan of Merger, dated March 26, 2001, by and
                       among ALZA Corporation, a Delaware corporation, Johnson &
                       Johnson, a New Jersey corporation, and Express Merger Sub
                       Inc., a Delaware corporation.
  
       Exhibit 10.1    Stock Option Agreement, dated March 26, 2001, by and
                       between ALZA Corporation, a Delaware corporation, and
                       Johnson & Johnson, a New Jersey corporation.
  
       Exhibit 10.2    Amendment No. 1 to Rights Agreement, dated March 26, 2001,
                       between ALZA Corporation, a Delaware corporation, and Fleet
                       National Bank (Formerly BankBoston, N.A.), as rights agent.
  
       Exhibit 99.1    Press Release dated March 26, 2001.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunder duly authorized.
  
  Date:  March 26, 2001                  ALZA CORPORATION
  
                                         By:  /s/ Peter D. Staple
                                              ----------------------------
                                              Peter D. Staple
                                              Executive Vice President
                                              and General Counsel
  EXHIBIT INDEX
  
  Exhibit           Description
  -------           -----------
  
  Exhibit 2.1       Agreement and Plan of Merger, dated March 26, 2001, by and
                    among ALZA Corporation, a Delaware corporation, Johnson &
                    Johnson, a New Jersey corporation, and Express Merger Sub
                    Inc., a Delaware corporation, dated as of March 26, 2001,
                    including exhibits thereto.
  
  Exhibit 10.1      Stock Option Agreement, dated March 26, 2001, by and between
                    ALZA Corporation, a Delaware corporation, and Johnson &
                    Johnson, a New Jersey corporation.
  
  Exhibit 10.2      Amendment No. 1 to Rights Agreement, dated March 26, 2001,
                    between ALZA Corporation, a Delaware corporation, and Fleet
                    National Bank (Formerly BankBoston, N.A.), as rights agent.
  
  Exhibit 99.1      Press Release dated March 26, 2001.