-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K8s7g4uZt28ChOWSbSEfMpiy0/viC/kGWvO0LZgCON2fgrhhrV05t11+VOE5qhDe awD4g0zVdewwKpqI6NHFFg== 0001140361-10-037506.txt : 20100916 0001140361-10-037506.hdr.sgml : 20100916 20100916152429 ACCESSION NUMBER: 0001140361-10-037506 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100914 FILED AS OF DATE: 20100916 DATE AS OF CHANGE: 20100916 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Warner Chilcott plc CENTRAL INDEX KEY: 0001323854 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980626948 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: UNIT 19 ARDEE BUSINESS PARK STREET 2: HALE STREET CITY: ARDEE, CO. LOUTH, IRELAND STATE: L2 ZIP: 00000 BUSINESS PHONE: 353 41 685 6983 MAIL ADDRESS: STREET 1: UNIT 19 ARDEE BUSINESS PARK STREET 2: HALE STREET CITY: ARDEE, CO. LOUTH, IRELAND STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Warner Chilcott Ltd DATE OF NAME CHANGE: 20060914 FORMER COMPANY: FORMER CONFORMED NAME: Warner Chilcott Holdings Co Ltd DATE OF NAME CHANGE: 20050414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CREDIT SUISSE AG/ CENTRAL INDEX KEY: 0000824468 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53772 FILM NUMBER: 101075938 BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH STATE: V8 ZIP: CH 8070 BUSINESS PHONE: 41 1 212 16 16 MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH STATE: V8 ZIP: CH 8070 FORMER NAME: FORMER CONFORMED NAME: CREDIT SUISSE/ DATE OF NAME CHANGE: 20050629 FORMER NAME: FORMER CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ DATE OF NAME CHANGE: 19970211 FORMER NAME: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 4 1 doc1.xml FORM 4 X0303 4 2010-09-14 0 0001323854 Warner Chilcott plc WCRX 0000824468 CREDIT SUISSE AG/ PO BOX 900 FHLS ZURICH V8 CH 8070 SWITZERLAND 0 0 1 0 Ordinary Shares, par value $0.01 per share 2010-09-14 4 S 0 124717 22.0129 D 26123651 I See Note See Note (1) on Exhibit 99.1. See Note (2) on Exhibit 99.1. See Note (3) on Exhibit 99.1. Ivy Dodes 2010-09-16 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
Explanation of Responses
 
 
(1) In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Form 4 is being filed by Credit Suisse AG (the “Bank”), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investment Banking division (the “Investment Banking division”), the Alternative Investments business (the “AI Business”) within the Asset Management division (the “Asset Management division”) and the U.S. private client services business (the “U.S. PCS Business”) within the Private Banking division (the “Private Banking division”) (the “Reporting Person”). The address of the Bank’s principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Pers on’s principal business and office in the United States is Eleven Madison Avenue, New York, New York 10010.

The Bank owns directly a majority of the voting stock, and all of the non-voting stock, of Credit Suisse Holdings (USA), Inc. (“CS Hldgs USA Inc”), a Delaware corporation. The address of CS Hldgs USA Inc’s principal business and office is Eleven Madison Avenue, New York, New York 10010. The ultimate parent company of the Bank and CS Hldgs USA Inc, and the direct owner of the remainder of the voting stock of CS Hldgs USA Inc, is Credit Suisse Group AG (“CSG”), a corporation formed under the laws of Switzerland.

CS Hldgs USA Inc owns all of the voting stock of Credit Suisse (USA), Inc. (“CS USA Inc”), a Delaware corporation and holding company. CS USA Inc is the sole stockholder of Credit Suisse Private Equity, Inc., a Delaware corporation (“CSPE”). CSPE is the sole stockholder of DLJ Merchant Banking III, Inc., a Delaware corporation (“MB III Inc.”) and DLJ MB Advisors, Inc., a Delaware corporation (“DLJ MB Advisors”). CS USA Inc is the sole member of Credit Suisse Securities (USA) LLC (“CS Sec USA LLC”), a Delaware limited liability company and a registered broker-dealer that effects trades in many companies, including the Issuer. DLJ LBO Plans Management Corporation, a Delaware corporation (“DLJLBO”), and DLJ Fund Partners, L.P., a Delaware limited partnership (“DLJFP”), are indirect wholly owned subsidiaries of CS USA Inc. The address of the principal bu siness and office of each of CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, CSPE, MB III Inc., DLJ MB Advisors, CS Sec USA LLC, DLJLBO and DLJFP is Eleven Madison Avenue, New York, New York 10010.

Each of Overseas Partners III, Offshore Partners III, Offshore Partners III-1, Offshore Partners III-2, Partners III GmbH, Millennium, MBP III, MERS, CSFB FCIP and CFIG (each, defined below, and, collectively, the “Investing Entities”) makes investments for long-term appreciation and has structured its investment in the Issuer through a holding company, specifically DLJ WC Holdings and DLJ MB Advisors (Cayman) (each as defined below).  MB III Inc. is (i) the advisory general partner of each of Offshore Partners III, Offshore Partners III-1, and Offshore Partners III-2, (ii) the managing general partner of Overseas Partners III and Millennium and (iii) an advisor to Partners III GmbH. DLJ Merchant Banking Partners III, L.P. is (i) the associate general partner of each of Offshore Partners III, Offshore Partners III-1, Offshore Partners III-2 and Millennium and (ii) the managing limited partner of Partners III Gm bH. DLJLBO is the general partner of MBP III and the managing general partner of CFIG. DLJMB III (Bermuda), L.P. is the associate general partner of Overseas Partners III. DLJFP is the general partner of MERS and CSFB FCIP.  MB III Inc. holds the Class A voting shares of DLJ WC Holdings and DLJ MB Advisors holds the Class A voting shares of DLJ MB Advisors (Cayman).  The address of the principal business and office of each of the Investing Entities is Eleven Madison Avenue, New York, New York, 10010.
 
CSG is a global financial services company, active in all major financial centers and providing a comprehensive range of banking products. The Bank is comprised of the Investment Banking division, the Asset Management division and the Private Banking division. The Investment Banking division provides financial advisory and capital raising services and sales and trading to institutional, corporate and government clients worldwide. The Asset Management division provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide and offers products across a broad range of investment classes, including alternative investments. The Private Banking division offers global private banking and corporate and retail banking services in Switzerland. CSG’s business address is Paradeplatz 8, P. O. Box 1, CH 8070 Zurich, Switzerland.
 
CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including those subsidiaries that constitute the Asset Management division (other than the AI Business) (the “Traditional AM Business”) and the Private Banking division (other than the U.S. PCS Business) (the “Non-U.S. PB Business”)) may beneficially own securities to which this Form 4 relates (the “Shares”) and such Shares are not reported in this Form 4. CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. Each of the Traditional AM Business and the Non-U.S. PB Business disclaims beneficial ownership of Shares benefi cially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of Shares beneficially owned by CSG, the Traditional AM Business and the Non-U.S. PB Business.
 
 
(2)  Includes 120,431 shares sold by DLJ WC Holdings Limited, a Caymans Islands exempted company (“DLJ WC Holdings”), the Class A shareholder of which is MB III Inc. and the Class B shareholders of which are DLJMB Overseas Partners III, C.V., a Netherlands Antilles limited partnership (“Overseas Partners III”), DLJ Offshore Partners III, C.V., a Netherlands Antilles limited partnership (“Offshore Partners III”), DLJ Offshore Partners III-1, C.V. , a Netherlands limited partnership (“Offshore Partners III-1”), DLJ Offshore Partners III-2, C.V., a Netherlands limited partnership (“Offshore Partners III-2”), DLJ MB Partners III GmbH & Co. KG, a German limited partnership (“Partners III GmbH”), Millennium Partners II, L.P., a Delaware limited partnershi p (“Millennium”) and MBP III Plan Investors, L.P., a Delaware limited partnership (“MBP III”); and 4,286 shares sold by DLJ MB Advisors (Cayman) Limited, a Cayman Islands exempted company (“DLJ MB Advisors (Cayman)”), the Class A shareholder of which is DLJ MB Advisors and the Class B shareholders of which are MERS Investment Partnership, L.P., a Delaware limited partnership (“MERS”), CSFB Fund Co-Investment Program, L.P., a Delaware limited partnership (“CSFB FCIP”) and CFIG CO-INVESTORS, L.P., a Delaware limited partnership (“CFIG”).

 
(3)  Includes 25,225,854 shares held by DLJ WC Holdings and 897,797 shares held by DLJ MB Advisors (Cayman).  See Note 2 for ownership of DLJ WC Holdings and DLJ MB Advisors (Cayman).

 



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