0000950103-13-005755.txt : 20131001
0000950103-13-005755.hdr.sgml : 20131001
20131001201136
ACCESSION NUMBER: 0000950103-13-005755
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130930
FILED AS OF DATE: 20131001
DATE AS OF CHANGE: 20131001
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: 1 GRAND CANAL SQUARE
CITY: DOCKLANDS, DUBLIN 2, IRELAND
STATE: L2
ZIP: 00000
BUSINESS PHONE: 353 1 897 2000
MAIL ADDRESS:
STREET 1: 1 GRAND CANAL SQUARE
CITY: DOCKLANDS, DUBLIN 2, 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: Howard Alvin D
CENTRAL INDEX KEY: 0001374174
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-53772
FILM NUMBER: 131128313
MAIL ADDRESS:
STREET 1: C/O WARNER CHILCOTT HOLDINGS CO., LTD.
STREET 2: 100 ENTERPRISE DRIVE
CITY: ROCKAWAY
STATE: NJ
ZIP: 07866
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2013-09-30
1
0001323854
Warner Chilcott plc
WCRX
0001374174
Howard Alvin D
C/O WARNER CHILCOTT CORPORATION
100 ENTERPRISE DRIVE
ROCKAWAY
NJ
07866
0
1
0
0
Sr. V.P., Regulatory Affairs
Ordinary shares, par value $0.01 per share
2013-09-30
4
D
0
15470
D
84219
D
Ordinary shares, par value $0.01 per share
2013-10-01
4
D
0
84219
D
0
D
Performance Restricted Share Units
2013-09-30
4
D
0
15020
D
Ordinary shares, par value $0.01 per share
15020
0
D
Option to purchase ordinary shares par value $0.01 per share
3.73
2013-09-30
4
D
0
16500
D
2016-09-20
Ordinary shares, par value $0.01 per share
16500
0
D
Option to purchase ordinary shares par value $0.01 per share
6.37
2013-09-30
4
D
0
16020
D
2018-01-09
Ordinary shares, par value $0.01 per share
16020
0
D
Option to purchase ordinary shares par value $0.01 per share
2.02
2013-09-30
4
D
0
34260
D
2019-01-19
Ordinary shares, par value $0.01 per share
34260
0
D
Option to purchase ordinary shares par value $0.01 per share
16.06
2013-09-30
4
D
0
15040
D
2020-01-28
Ordinary shares, par value $0.01 per share
15040
0
D
Option to purchase ordinary shares par value $0.01 per share
21.49
2013-09-30
4
D
0
19100
D
2021-02-16
Ordinary shares, par value $0.01 per share
19100
0
D
Option to purchase ordinary shares par value $0.01 per share
13.35
2013-09-30
4
D
0
26050
D
2022-01-30
Ordinary shares, par value $0.01 per share
26050
0
D
Option to purchase ordinary shares par value $0.01 per share
14.31
2013-09-30
4
D
0
53050
D
2023-02-12
Ordinary shares, par value $0.01 per share
53050
0
D
Pursuant to the terms of the Transaction Agreement, dated as of May 19, 2013 (the "Transaction Agreement"), by and between Warner Chilcott plc ("Warner Chilcott"), Actavis, Inc., Actavis Limited ("New Actavis"), Actavis Ireland Holding Limited, Actavis W.C. Holding LLC and Actavis W.C. Holding 2 LLC, immediately prior to the effective time of the scheme (the "effective time"), each award of Warner Chilcott time-based restricted share units granted to the reporting person under the Warner Chilcott Equity Incentive Plan (the "Plan") became fully vested and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each Warner Chilcott ordinary share subject to the award immediately prior to the effective time, net of applicable tax withholdings. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.
Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each award of Warner Chilcott time- and performance-based restricted ordinary shares granted to the reporting person under the Plan became fully vested (at 100% of target for performance-based restricted ordinary shares) and, at the effective time, each Warner Chilcott ordinary share owned by the reporting person immediately prior to the effective time (including vested Warner Chilcott time- and performance-based restricted ordinary shares) was exchanged for 0.160 of a New Actavis ordinary share, net of applicable tax withholdings, if any. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.
Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each award of Warner Chilcott performance-based restricted share units granted to the reporting person under the Plan was fully vested at 100% of target and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each Warner Chilcott ordinary share subject to the award immediately prior to the effective time, net of applicable tax withholdings. The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.
The option to purchase Warner Chilcott ordinary shares was fully vested on September 21, 2010.
The option to purchase Warner Chilcott ordinary shares was fully vested on January 10, 2012.
The option to purchase Warner Chilcott ordinary shares was fully vested on January 20, 2013.
The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on January 29, 2011.
The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on February 17, 2012.
The option to purchase Warner Chilcott ordinary shares vested or was scheduled to vest in four equal annual installments beginning on January 31, 2013.
The option to purchase Warner Chilcott ordinary shares was scheduled to vest in four equal annual installments beginning on February 13, 2014.
Pursuant to the terms of the Transaction Agreement, immediately prior to the effective time, each option to purchase Warner Chilcott ordinary shares granted to the reporting person under the Plan, to the extent unexercised (whether or not vested), became fully vested and exercisable and was cancelled and converted into the right to receive at the effective time 0.160 of a New Actavis ordinary share for each net Warner Chilcott ordinary share subject to such option immediately prior to the effective time (calculated as the number of Warner Chilcott ordinary shares equal to the spread value (the difference between the exercise price and the applicable value at the time of conversion) with respect to such option, net of applicable tax withholdings). The closing price of a New Actavis ordinary share on October 1, 2013 was $145.10.
/s/ Alvin D. Howard
2013-10-01