-----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, Jxy8vvIsuF7q/Bv5fx54rLWg0f1BSz4dNdddJ2tEcbPX5t2SAVAxeJPLzay819Vh zo7mVdT/Qp5rJbvJ0/1VNQ== /in/edgar/work/20000707/0000891618-00-003756/0000891618-00-003756.txt : 20000920 0000891618-00-003756.hdr.sgml : 20000920 ACCESSION NUMBER: 0000891618-00-003756 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000705 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000707 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13305 FILM NUMBER: 669328 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 8-K 1 e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2000 WATSON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Nevada 0-20045 95-3872914 (State of jurisdiction) (Commission File No.) (IRS Employer Identification No.)
311 Bonnie Circle Corona, California 92880 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (909) 270-1400 2 Item 5. Other Events On July 5, 2000, Watson Pharmaceuticals, Inc. (the "Company") announced the expiration of a tender offer to acquire all of the outstanding shares of Schein Pharmaceutical, Inc. ("Schein"). On July 6, 2000, the Company announced that it has accepted, or expects to accept, 26,070,950 shares of common stock of Schein, equaling approximately 77.9% of the total outstanding shares of Schein. The Company announced further that it paid for 24,565,962 shares of Schein common stock and that Notices of Guaranteed Delivery were received for an additional 1,504,988 shares of Schein common stock. The Company expects to pay for such shares after timely receipt of proper documentation. The Company's press releases, dated July 5, 2000, titled "Watson Pharmaceuticals, Inc. Announces Expiration of Its Tender Offer for Schein Pharmaceutical, Inc." and dated July 6, 2000, titled "Watson Pharmaceuticals, Inc. Announces Completion of Tender Offer for Schein Pharmaceutical, Inc." are attached hereto as Exhibits 99.1 and 99.2, respectively. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits
Exhibit Number Description - ------- ----------- 99.1 Press Release dated July 5, 2000, titled, "Watson Pharmaceuticals, Inc. Announces Expiration of Its Tender Offer for Schein Pharmaceutical, Inc." 99.2 Press Release dated July 6, 2000, titled, "Watson Pharmaceuticals, Inc. Announces Completion of Tender Offer for Schein Pharmaceutical, Inc."
2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WATSON PHARMACEUTICALS, INC. Dated: July 7, 2000 /s/ Robert C. Funsten --------------------- Robert C. Funsten Senior Vice President, General Counsel and Secretary 3 4 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 99.1 Press Release dated July 5, 2000, titled, "Watson Pharmaceuticals, Inc. Announces Expiration of Its Tender Offer for Schein Pharmaceutical, Inc." 99.2 Press Release dated July 6, 2000, titled, "Watson Pharmaceuticals, Inc. Announces Completion of Tender Offer for Schein Pharmaceutical, Inc."
4 EX-99.1 2 ex99-1.txt EXHIBIT 99.1 1 Exhibit 99.1 NEWS RELEASE CONTACTS: Watson Pharmaceuticals, Inc. Sara Swee Director, Corporate Communications (909) 270-1400 Morgen-Walke Associates, Inc. Jim Byers, Danielle Scheg FOR IMMEDIATE RELEASE (415) 296-7383 WATSON PHARMACEUTICALS, INC. ANNOUNCES EXPIRATION OF ITS TENDER OFFER FOR SCHEIN PHARMACEUTICAL, INC. CORONA, CA - July 5, 2000 - Watson Pharmaceuticals, Inc. (NYSE: WPI) announced today that its tender offer for shares of common stock of Schein Pharmaceutical, Inc. (NYSE: SHP), which commenced on June 6, 2000, expired at 12:00 Midnight, New York City time on Monday, July 3, 2000, and was not extended. During the tender offer period, approximately 24,565,962 outstanding Schein shares (representing approximately 74.37% of the total outstanding Schein shares) were validly tendered and not withdrawn. 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 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. # # # EX-99.2 3 ex99-2.txt EXHIBIT 99.2 1 Exhibit 99.2 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 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. 2 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-----