-----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, QbcAvt9o9eL7M+GhOhz9uzy1sFLhIkIPhDyczPoJXgNvmz0mEgwBH8VXkivxXDao 7cVZ4tzBBRNgeS0TQj0p/A== /in/edgar/work/20000707/0000891618-00-003754/0000891618-00-003754.txt : 20000920 0000891618-00-003754.hdr.sgml : 20000920 ACCESSION NUMBER: 0000891618-00-003754 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHEIN PHARMACEUTICAL INC CENTRAL INDEX KEY: 0000948929 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 112726505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-54419 FILM NUMBER: 669326 BUSINESS ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 BUSINESS PHONE: 2015935500 MAIL ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WATSON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884629 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 953872914 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 311 BONNIE CIRCLE CITY: CORONA STATE: CA ZIP: 92880 BUSINESS PHONE: 9092701400 MAIL ADDRESS: STREET 1: 311 BONNIE CIRCLE CITY: CORONA STATE: CA ZIP: 92880 SC TO-T/A 1 scto-ta.txt SC TO-T/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) --------------- SCHEIN PHARMACEUTICAL, INC. (Name of Subject Company) --------------- WS ACQUISITION CORP. WATSON PHARMACEUTICALS, INC. (Name of Filing Persons -- Offerors) --------------- COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) --------------- 806416103 (CUSIP Number of Class of Securities) --------------- ROBERT C. FUNSTEN WS ACQUISITION CORP. C/O WATSON PHARMACEUTICALS, INC. 311 BONNIE CIRCLE CORONA, CA 92880-2882 (909) 270-1400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Bidder) --------------- COPIES TO: JAMES R. JONES KEITH A. FLAUM COOLEY GODWARD LLP FIVE PALO ALTO SQUARE 3000 EL CAMINO REAL PALO ALTO, CA 94306 (650) 843-5000 --------------- CALCULATION OF FILING FEE
================================================================================ TRANSACTION VALUATION AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $ 644,197,788 $128,839.56 ================================================================================
* Estimated for purposes of calculating the amount of filing fee only. The amount assumes the purchase of 33,035,784 shares of common stock, par value $0.01 per share (the "Shares"), at a price per Share of $19.50 in cash. Such number of Shares represents all of the Shares outstanding as of May 15, 2000. 2 |X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $128,839.56 Filing Party: WS Acquisition Corp. and Watson Pharmaceuticals, Inc. Form or Registration No.: Schedule TO Date Filed: June 6, 2000 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |X| 3 This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed by WS Acquisition Corp., a Delaware corporation (the "Purchaser") and Watson Pharmaceuticals, Inc., a Nevada corporation ("Parent"), on June 6, 2000, as amended on June 21 2000 and July 5, 2000, relating to the offer by the Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Schein Pharmaceutical, Inc., a Delaware corporation (the "Company"), at a purchase price of $19.50 per Share, net to the seller in cash, subject to applicable withholding of taxes, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 6, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the "Offer"). ITEM 4. TERMS OF THE TRANSACTION Item 4 is hereby amended and supplemented as follows: As of July 6, 2000, Purchaser accepted 26,070,950 Shares for purchase at $19.50 per Share. Purchaser has paid for 24,565,962 Shares. In addition, Notices of Guaranteed Delivery have been received for an additional 1,504,988 Shares. Watson expects to pay for such Shares after timely receipt of proper documentation. On July 6, 2000, Watson issued a press release announcing the final results of the Offer, a copy of which is filed as Exhibit (a)(1)(K) to this Amendment No. 3 and is incorporated herein by reference. ITEM 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented as follows: On July 6, 2000, Purchaser issued the press release contained in Exhibit (a)(1)(K) hereto. The information set forth in the press release is incorporated herein by reference. ITEM 12. EXHIBITS. (a)(1)(K) Press Release dated July 6, 2000 titled "Watson Pharmaceuticals, Inc. Announces Completion of Tender Offer for Schein Pharmaceutical, Inc." 4 After due 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. Dated: July 7, 2000 WATSON PHARMACEUTICALS, INC. By: /s/ Robert C. Funsten ----------------------------- Name: Robert C. Funsten Title: Senior Vice President, General Counsel and Secretary WS ACQUISITION CORP. By: /s/ Robert C. Funsten ----------------------------- Name: Robert C. Funsten Title: Secretary EX-99.A.1.K 2 ex99-a_1k.txt EXHIBIT (A)(1)(K) 1 EXHIBIT (a)(1)(K) NEWS RELEASE CONTACTS: Watson Pharmaceuticals, Inc. Sara Swee Director, Corporate Communications (909) 270-1400 Morgen-Walke Associates, Inc. Jim Byers, Danielle Scheg (415) 296-7383 FOR IMMEDIATE RELEASE WATSON PHARMACEUTICALS, INC. ANNOUNCES COMPLETION OF TENDER OFFER FOR SCHEIN PHARMACEUTICAL, INC. CORONA, CA - July 6, 2000 - Watson Pharmaceuticals, Inc. (NYSE: WPI) announced today that it has accepted, or expects to accept, 26,070,950 shares of common stock of Schein Pharmaceutical, Inc. (NYSE: SHP) at $19.50 per share. Of the 26,070,950 shares, 24,565,962 have been accepted and paid for. Notices of Guaranteed Delivery have been received for an additional 1,504,988 shares. Watson expects to accept and pay for such shares after timely receipt of proper documentation. The 26,070,950 shares represent approximately 77.9% of the outstanding Schein shares. In connection with the completion of the tender offer, outstanding bank debt of Schein in the principal amount of approximately $190 million was paid-off by Watson. With the tender offer completed and majority ownership of Schein now held by Watson, a special meeting of the Schein stockholders will be called to obtain approval of a merger of a Watson subsidiary into Schein. As a result of the merger, Schein will become a wholly owned subsidiary of Watson. The merger is expected to close in September of this year. Watson Pharmaceuticals, Inc., headquartered in Corona, CA, is engaged in the development, manufacture and sale of proprietary and off-patent pharmaceutical products. Schein Pharmaceutical, Inc., headquartered in Florham Park, NJ, is a pharmaceutical company that has a diverse portfolio of both brand and generic products. This press release contains certain statements of a forward-looking nature relating to future events or future business performance. Any such statements that refer to Watson's or Schein's estimated or anticipated future results, product development efforts or performance or other non-historical facts are forward-looking and reflect each company's current perspective of existing trends and information. Such forward-looking statements involve risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others, risks related to the consummation of the proposed acquisition, risks associated 2 with the integration of the Watson and Schein businesses after consummation of the proposed acquisition, and such other risks and uncertainties detailed in each company's filings with the Securities and Exchange Commission. This release and past press releases of Watson Pharmaceuticals, Inc. are available at Watson's web site at http://www.watsonpharm.com. In addition, Watson's press releases are available through PR Newswire's Company News On-Call fax service at (800) 758-5804, extension 112856, and at http://www.prnewswire.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----