-----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, R7xDstGrfhrDEcpe1AsTNWbHgxKyZxo4pjSmIkR3AJ5Z942KjOKTvMT76eUE5tFR QE9AU8x3i6BzetKdBcwbGA== 0000928475-09-000186.txt : 20090421 0000928475-09-000186.hdr.sgml : 20090421 20090421165740 ACCESSION NUMBER: 0000928475-09-000186 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090421 DATE AS OF CHANGE: 20090421 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMYLIN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000881464 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330266089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42168 FILM NUMBER: 09762070 BUSINESS ADDRESS: STREET 1: 9360 TOWNE CENTRE DR STREET 2: SUITE 110 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195522200 MAIL ADDRESS: STREET 1: 9360 TOWNE CENTRE DR STREET 2: SUITE 110 CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 sch13damd7042109.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Amylin Pharmaceuticals, Inc. (Name of Issuer) Common Stock, Par Value $.001 (Title of Class of Securities) 032346108 (CUSIP Number) Marc Weitzen, Esq. Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 21, 2009 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D AMENDMENT NO. 7 Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission ("SEC") by the Reporting Persons on May 22, 2008 (as amended, the "Initial 13D"), as amended by amendment No. 1 filed on September 12, 2009, amendment no. 2 filed on January 29, 2009, amendment no. 3 filed on January 30, 2009, amendment no. 4 filed on February 5, 2009, amendment no. 5 filed on April 9, 2009 and amendment no. 6 filed on April 16, 2009 thereto, with respect to the shares of Common Stock, par value $.001 (the "Shares"), issued by Amylin Pharmaceuticals, Inc., (the "Issuer"), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. The address of the principal executive offices of the Issuer is 9360 Towne Centre Drive, San Diego, California 92121. Item 4. Purpose of Transaction Item 4 is here by amended by the addition of the following: On April 21, 2009, Carl C. Icahn issued a press release in the form attached hereto which contains the full text of a letter to Mr. Joseph C. Cook, Jr. and Mr. James Wilson, which was transmitted by Mr. Icahn to Messrs. Cook and Wilson prior to the issuance of the press release. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ, DR. PETER LIEBERT, DR. DAVID SIDRANSKY, MR. MAYU SRIS, MR. JEFFREY MECKLER, DR. ERIC ENDE, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP., AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF AMYLIN PHARMACEUTICALS, INC, FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE TO STOCKHOLDERS OF AMYLIN PHARMACEUTICALS, INC. FROM THE PARTICIPANTS AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN THIS PROXY SOLICITATION IS CONTAINED IN SCHEDULE 14A FILED BY THE PARTICIPANTS WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH DOCUMENTS ARE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. Item 7. Material to Be Filed as Exhibits. Item 7 is hereby amended by the addition of the following: 1. Press Release (which contains the full text of the letter to Mr. Joseph C. Cook, Jr. and Mr. James Wilson). SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 21, 2009 ICAHN PARTNERS MASTER FUND LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND II LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND III LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN OFFSHORE LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN ONSHORE LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory [Signature Page of Schedule 13D Amendment No. 7 - Amylin Pharmaceuticals, Inc.] ICAHN CAPITAL LP By: IPH GP LLC, its general partner By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer IPH GP LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer [Signature Page of Schedule 13D Amendment No. 7 - Amylin Pharmaceuticals, Inc.] ICAHN ENTERPRISES G.P. INC. By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer BECKTON CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory [Signature Page of Schedule 13D Amendment No. 7 - Amylin Pharmaceuticals, Inc.] Dated: April 21, 2009 /s/ Carl C. Icahn - ----------------- CARL C. ICAHN [Signature Page of Schedule 13D Amendment No. 7 - Amylin Pharmaceuticals, Inc.] EX-99 2 exhibit1042109.txt EXHIBIT 1 For Immediate Release Contact Susan Gordon April 21, 2009 212 702-4309 Icahn Responds to Cook and Wilson New York, New York (AMLN:NASDAQ). Carl Icahn announced today that he had sent the following letter to Joseph C. Cook, Jr., Chairman of the Board and James Wilson, Lead Independent Director of Amylin Pharmaceuticals, Inc. concerning recent discussions between Mr. Icahn and Messrs. Cook and Wilson. April 21, 2009 Joseph Cook, Jr., Chairman of the Board James Wilson, Lead Independent Director Amylin Pharmaceuticals, Inc 9360 Towne Centre Drive San Diego, CA 92121 Dear Joe & Jim: Your letter of April 20, 2009, completely mischaracterized what was said during the conversations that took place between us during the past weekend. After Amylin issued its public invitation to a meeting with us and Eastbourne, I called you this past weekend and, during the first of our conversations, I stated I was glad you had indicated (in your media statement of Wednesday, April 15) your willingness to have a three way discussion between Eastbourne, the Company and ourselves. I was therefore absolutely amazed when you denied you had indicated that you were open to a meeting. I then asked you to wait while I got a copy of the statement you issued. I read you your own language which stated, "We have engaged in discussions with both Mr. Icahn and Eastbourne Capital Management, L.L.C. ("Eastbourne"), and welcome the opportunity to meet with them again, either separately or together." I then asked if you intended to keep your word and have the meeting. There was no meaningful reply. I then mentioned that this indecisiveness and reneging on promises could be a major problem if it is how the company has been run during your tenure. Let us now discuss some of the many misstatements you have made concerning our weekend of discussions. To begin with, I absolutely did not say that Amylin should be sold "promptly." I did point to our record with ImClone, where in 2 years we vastly improved the company and our relationship with our partner Bristol-Myers. Lilly paid a huge premium over market for the ImClone. I mentioned that one of the things we wished to accomplish at Amylin would be to attempt to renegotiate the partnership agreements with Lilly. I told you the Amylin agreement with Lilly was reprehensible to me in that it contained one of the strongest standstills I have ever seen preventing Lilly from offering to acquire Amylin. The conversation did get a bit heated and I did mention the standstill was simply another device along with the poison pills and poison puts to entrench yourselves. I pointed out that Big Pharma companies were paying huge premiums for bio-tech and, indeed, Lilly's CEO, John Lechleiter, had just stated publicly that he was looking for more acquisitions. I mentioned I thought that you were afraid that Lilly might offer to pay a huge premium for Amylin if they were released from their standstill. I pointed out that you, knowing the problems at Amylin, many of which are of your own making, saw fit to sell your stock at a very significant premium over today's market price.(1) Why shouldn't other stockholders have the opportunity to decide for themselves whether or not to sell, for example, if a bid were made above $30 per share? In an angry exchange, I asked why are you preventing Lilly from making a bid? How are stockholders helped by having that provision in the standstill? It is a complete misstatement on your part to any way suggest that I wish to sell Amylin to Lilly at today's prices. Quite to the contrary! No one has ever accused me of selling cheaply. As you are probably aware, I currently own companies that I have held for upwards of 20 years. It is true, however, that during the last 2 years, I have sold companies such as the Stratosphere Casino which I held for 7 years. I invested $300 million into the company and received $1.3 billion. I also sold ImClone for $70 per share (which I had accumulated at an average cost of about $33 per share). I negotiated that $70 per share price after urging that ImClone turn down an unsolicited bid in the high $30's and even the Bristol $60 and $62 bids. I say this to you not to boast but to make the point that I do not sell cheaply and would certainly not recommend selling Amylin unless we were offered at least over $30 per share, at which time I might recommend selling it. As I pointed out in our "rather heated" conversation, it seemed to me that your sale of stock in and above the high $30's was among the very few intelligent things you did in your tenure at Amylin. _________________________ (1) The records show you sold stock between $18.64 and $50.17 per share. Concerning cost cutting, I stated you appear to overspend in many areas and that possibly that is related more to your ego then to enhancing stockholder value. I told you if we were on the board we would bring in experts that would ascertain how much waste there was and would also take a very hard look at any contracts, if they existed, with other firms you were involved with. For a number of years I have had conversations with CEOs and Chairmen, often over a crucial weekend, in order to end or avoid a "debilitating" proxy fight, as you have characterized what is going on at Amylin. Often these conversations have become "heated." However, never until today has either side found it necessary to slant and misstate these conversations and then release these misstatements on Monday morning. I will end by asking once again, do you intend to keep your word and set up the three way meeting between the company, Eastbourne and Icahn as you promised you would or was your statement of Friday just another empty promise? Sincerely, Carl Icahn SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ, DR. PETER LIEBERT, DR. DAVID SIDRANSKY, MR. MAYU SRIS, MR. JEFFREY MECKLER, DR. ERIC ENDE, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP., AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF AMYLIN PHARMACEUTICALS, INC, FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE TO STOCKHOLDERS OF AMYLIN PHARMACEUTICALS, INC. FROM THE PARTICIPANTS AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN THIS PROXY SOLICITATION IS CONTAINED IN SCHEDULE 14A FILED BY THE PARTICIPANTS WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH DOCUMENTS ARE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. -----END PRIVACY-ENHANCED MESSAGE-----