-----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, SjPtFcSOrTGDlxASaJrKuajXETLvnJt2PBNWMvu4BpANyPnyzATJi/WLiJVeF8rc uHpoQIfp1CpqAapNcQxm5Q== 0000910627-10-000014.txt : 20100125 0000910627-10-000014.hdr.sgml : 20100125 20100125172008 ACCESSION NUMBER: 0000910627-10-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100125 DATE AS OF CHANGE: 20100125 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: 10545441 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 amysch13damd11012510.txt AMENDMENT NO. 11 SECURITIES AND EXCHANGE COMMISSION Washington, State D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* 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) January 22, 2010 (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. 11 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, amendment no. 6 filed on April 16, 2009, amendment no. 7 filed on April 21, 2009, amendment no. 8 filed on April 22, 2009 , amendment no. 9 filed on April 30, 2009 and amendment no. 10 filed on May 14, 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: Recently, representatives of the Reporting Persons have spoken either directly or indirectly with Board members and officers of Issuer and have been assured that a sufficient number of Board members are in favor of, and will vote at their upcoming Board meeting to re-nominate each of the twelve incumbent directors, including Alexander Denner and M. Kathleen Behrens, as the Board's slate of director nominees at the Issuer's 2010 Annual Meeting of Stockholders. Based upon these assurances that the Board will nominate Dr. Denner and Ms Behrens and given that Reporting Persons believe that the Board of Directors is functioning more satisfactorily than in the past, the Reporting Persons have determined not to give notice of their intent to nominate persons for election to the Board of Directors at the 2010 Annual Meeting. 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: January 25, 2010 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. 11 - 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. 11 - 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. 11 - Amylin Pharmaceuticals, Inc.] Dated: January 25, 2010 /s/ Carl C. Icahn - ----------------- CARL C. ICAHN [Signature Page of Schedule 13D Amendment No. 11 - Amylin Pharmaceuticals, Inc.] -----END PRIVACY-ENHANCED MESSAGE-----