-----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, Pz9zITvIzqXoSJv5XekQfd5gBsvuBd+XN+YU5jqLqi//8dTaKGKmmnIdFeV29UKH oUjEy3JjWa818tjF0kWzpA== 0001169232-04-005932.txt : 20041129 0001169232-04-005932.hdr.sgml : 20041129 20041129162754 ACCESSION NUMBER: 0001169232-04-005932 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041129 DATE AS OF CHANGE: 20041129 GROUP MEMBERS: RICHARD C. PERRY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN LABORATORIES INC CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-10728 FILM NUMBER: 041171933 BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERRY CORP CENTRAL INDEX KEY: 0000919085 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVE STREET 2: 36TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125834100 MAIL ADDRESS: STREET 1: 599 LEXINGTON STREET 2: 36TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 d61489_sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. * Under the Securities Exchange Act of 1934 Mylan Laboratories, Inc. (Name of Issuer) Common Stock, par value $.50 (Title of Class of Securities) 628530107 (CUSIP Number) George Travers Perry Corp. 599 Lexington Avenue New York, NY 10022 (212) 583-4000 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) November 19, 2004 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 3d-1(f), or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Perry Corp. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 26,626,300 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY NONE OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 26,626,300 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,626,300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.89% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Richard C. Perry - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 26,626,300 (all shares beneficially owned by Perry Corp.) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY NONE OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 26,626,300 (all shares beneficially owned by Perry Corp.) WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,626,300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.89% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN, HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER: This statement on Schedule 13D relates to the common shares, $.50 par value (hereinafter referred to as the "Common Stock" or the "Shares"), of Mylan Laboratories Inc., a Pennsylvania corporation (the "Company") acquired by private investment funds managed by Perry Corp. The address of the Issuer is 1500 Corporate Drive, Canonsburg, PA 15317. The Common Stock beneficially owned by Reporting Persons is hereinafter referred to as the "Shares". ITEM 2. IDENTITY AND BACKGROUND: This statement on Schedule 13D is filed on behalf of Perry Corp., a New York corporation, and Richard C. Perry, an American citizen. Perry Corp. is a registered investment adviser that provides asset management services to private investment funds. Richard C. Perry is the President, sole director, and sole stockholder of Perry Corp. The address of Perry Corp. and Richard C. Perry is 599 Lexington Avenue, New York, NY 10022. A joint filing agreement of Perry Corp. and Richard C. Perry is attached hereto as Exhibit A. The names, citizenship, business addresses and principal occupations of each of the directors and executive officers of Perry Corp. (other than Richard C. Perry) are set forth in Schedule A, which is incorporated herein by reference. During the last five years, neither Perry Corp., Richard C. Perry, nor any of the persons listed in Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: The transactions reported hereunder with respect to the Common Stock purchased or sold by the reporting persons were consummated by two or more private investment funds for which Perry Corp. acts as a general partner and/or investment adviser. The source of funds for the purchase transactions was the working capital of such investment funds. The total purchase price for the Shares purchased was $492,221,952.37. ITEM 4. PURPOSE OF TRANSACTION: On July 26, 2004, the Company and King Pharmaceuticals, Inc. ("King") announced that the Company would acquire King in a stock-for-stock transaction (the "Proposed Acquisition"). At the time of the announcement, the Reporting Persons owned shares of King common stock. Subsequent to the announcement, the Reporting Persons added to their King position and acquired the Shares, on behalf of two or more private investment funds managed by Perry Corp., in the course of their investment business. The Reporting Persons have hedged the Shares through the transactions referred to in Item 6 below and security-based swap agreements (as defined in Section 206B of the Gramm-Leach-Bliley Act of 1999). On November 19, 2004, High River Limited Partnership ("High River") proposed to acquire all shares of Common Stock not owned by it and thereby to obtain control of the Company. As a result thereof, and because of the position that the Reporting Persons hold in King and their present support for the Proposed Acquisition, the Reporting Persons may be deemed now to hold the Shares with an intent of influencing the Company. The Reporting Persons reserve the right to purchase or sell the Shares or other shares of Common Stock and to add to or reduce any hedging positions they may have established in respect of the Shares or any other shares of Common Stock, or change their view regarding the relative merits of the Proposed Acquisition. Except as otherwise described herein, none of the Reporting Persons or the persons listed on Schedule A hereto has any current plans or proposals that relate to or would result in any of the transactions or changes contemplated in Items 4(a) through 4(j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER: (a)-(b) Perry Corp. is the indirect beneficial owner of 26,626,300 shares of Common Stock, which constitutes approximately 9.89% of the Issuer's outstanding shares of Common Stock, based upon 269,104,000 shares of Common Stock outstanding as of November 1, 2004. Perry Corp. has sole power to vote and sole power to dispose of the Common Stock. By virtue of his position as President and sole stockholder of Perry Corp., Richard C. Perry may be considered to indirectly beneficially own such shares. Richard C. Perry disclaims any beneficial ownership interest of the Common Stock held by any funds for which Perry Corp. acts as the general partner and/or investment adviser, except for that portion of such Common Stock that relates to his economic interest in such Common Stock. (c) See Exhibit B attached hereto. All of the transactions in the Common Stock set forth on Exhibit B were consummated by private investment funds, for which Perry Corp. acts as a general partner and/or investment adviser, within 60 days of the event which triggered the filing of this Schedule 13D. All such transactions were effected either on the NYSE or in off-exchange transactions. (d) The limited partners of (or investors in) each of two or more private investment funds for which Perry Corp. acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: Except for the arrangements described in Item 5 above and as set forth herein, to the best knowledge of Perry Corp., there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the Common Stock, finder's fees, joint ventures, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. In order to execute certain hedging transactions, funds under the management of Perry Corp. have entered into stock loan transactions with Bear Stearns Securities Corp. and Goldman, Sachs & Co. pursuant to which such funds have borrowed shares of Common Stock. All of such borrowed shares of Common Stock have been sold by such funds. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS Exhibit A -- Agreement between Perry Corp. and Richard C. Perry to file this statement jointly on behalf of each of them. Exhibit B -- List of transactions in Issuer's Common Stock taking place during the 60 day period preceding this filing. Schedule A -- Executive Officers and Directors of Perry Corp. (other than Richard C. Perry). SIGNATURE After reasonable 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. PERRY CORP. Dated: November 29, 2004 New York, New York By: /s/ Richard C. Perry ------------------------- Name: Richard C. Perry Title: President Dated: November 29, 2004 New York, New York /s/ Richard C. Perry ------------------------- Richard C. Perry EXHIBIT A AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned's ownership of securities of Mylan Laboratories, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. PERRY CORP. Dated: November 29, 2004 New York, New York By: /s/ Richard C. Perry ------------------------- Name: Richard C. Perry Title: President Dated: November 29, 2004 New York, New York /s/ Richard C. Perry ------------------------- Richard C. Perry EXHIBIT B List of Transactions Trade Date Transaction Quantity Price - -------------------------------------------------------------------------------- 11/19/2004 BUY 7,200 $ 16.85 11/17/2004 BUY 200,000 $ 17.21 11/16/2004 BUY 84,800 $ 17.12 11/12/2004 BUY 15,200 $ 17.27 11/12/2004 BUY 213,500 $ 17.20 11/5/2004 BUY 50,000 $ 16.61 11/4/2004 BUY 200,000 $ 16.37 11/3/2004 BUY 100,000 $ 16.69 11/3/2004 BUY 25,000 $ 16.60 10/26/2004 BUY 50,000 $ 16.68 10/25/2004 BUY 50,000 $ 16.57 10/13/2004 BUY 4,800 $ 17.31 10/13/2004 BUY 1,900 $ 17.30 10/12/2004 BUY 75,000 $ 17.34 10/12/2004 BUY 1,000,000 $ 17.46 10/12/2004 BUY 15,300 $ 17.32 10/12/2004 BUY 25,000 $ 17.31 10/8/2004 BUY 100,000 $ 17.37 10/7/2004 BUY 150,000 $ 17.46 10/7/2004 BUY 2,000,000 $ 17.40 10/6/2004 BUY 127,000 $ 17.84 10/6/2004 BUY 2,000,000 $ 17.88 10/5/2004 BUY 2,000,000 $ 18.16 10/4/2004 BUY 200,000 $ 18.28 10/4/2004 BUY 2,000,000 $ 18.31 10/1/2004 BUY 25,000 $ 18.30 9/30/2004 BUY 19,100 $ 17.92 9/30/2004 BUY 5,200 $ 17.88 9/30/2004 BUY 2,300 $ 18.00 9/29/2004 BUY 52,900 $ 17.98 9/29/2004 BUY 50,800 $ 18.01 9/28/2004 BUY 45,600 $ 18.11 9/28/2004 BUY 54,300 $ 18.00 9/28/2004 BUY 272,000 $ 18.00 9/27/2004 BUY 122,500 $ 18.17 9/27/2004 BUY 100 $ 18.29 9/27/2004 BUY 100,000 $ 18.23 9/24/2004 BUY 2,000,000 $ 18.33 9/24/2004 BUY 500,000 $ 18.34 9/24/2004 BUY 629,000 $ 18.30 9/23/2004 BUY 100,000 $ 18.32 9/23/2004 BUY 25,000 $ 18.25 9/23/2004 BUY 12,900 $ 18.35 9/23/2004 BUY 26,700 $ 18.35 9/22/2004 BUY 1,000,000 $ 19.05 9/21/2004 BUY 2,000,000 $ 19.05 9/20/2004 BUY 2,000,000 $ 19.49 - -------------------------------------------------------------------------------- Trade Date Transaction Quantity Price - -------------------------------------------------------------------------------- 11/22/2004 SALE 30,000 $ 18.71 11/22/2004 SALE 100,000 $ 18.60 11/22/2004 SALE 100,000 $ 18.63 11/19/2004 SALE 200,000 $ 18.82 11/19/2004 SALE 500,000 $ 18.95 11/19/2004 SALE 257,200 $ 18.87 11/19/2004 SALE 2,400,000 $ 18.99 11/19/2004 SALE 503,500 $ 18.91 11/19/2004 SALE 6,600 $ 19.19 11/11/2004 SALE 3,000 $ 17.55 11/10/2004 SALE 90,000 $ 17.33 11/1/2004 SALE 50,000 $ 17.04 10/29/2004 SALE 25,000 $ 17.31 10/28/2004 SALE 100,000 $ 17.48 10/27/2004 SALE 100,000 $ 17.22 10/21/2004 SALE 146,000 $ 17.15 10/21/2004 SALE 50,000 $ 17.15 10/21/2004 SALE 100,000 $ 16.91 10/14/2004 SALE 210,200 $ 17.50 10/14/2004 SALE 108,900 $ 17.48 9/22/2004 SALE 200,000 $ 18.75 9/22/2004 SALE 25,000 $ 18.70 9/21/2004 SALE 100,000 $ 19.06 9/21/2004 SALE 100,000 $ 19.03 9/21/2004 SALE 76,700 $ 19.06 9/21/2004 SALE 50,000 $ 19.05 9/20/2004 SALE 50,000 $ 19.08 - -------------------------------------------------------------------------------- SCHEDULE A Executive Officers of Perry Corp. (other than Richard C. Perry) Name & Principal Occupation Citizenship Business Address - --------------------------- ----------- --------------- Randall Borkenstein, USA c/o Perry Corp. Chief Financial Officer of Perry Corp. 599 Lexington Avenue 36th Floor New York, NY 10022 William J. Vernon, USA c/o Perry Corp. Secretary of Perry Corp. 599 Lexington Avenue 36th Floor New York, NY 10022 -----END PRIVACY-ENHANCED MESSAGE-----