-----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, EXAbB2CBL+QyaQNS2wVuWhhkI+f75UU3n5K/4Uo993oljIKgikcnydHKwUpCeXTG eywFxp9tLNhzDlMEIWQHSA== 0001359824-08-000014.txt : 20080228 0001359824-08-000014.hdr.sgml : 20080228 20080228070054 ACCESSION NUMBER: 0001359824-08-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080228 DATE AS OF CHANGE: 20080228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDO PHARMACEUTICALS HOLDINGS INC CENTRAL INDEX KEY: 0001100962 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 134022871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59365 FILM NUMBER: 08648430 BUSINESS ADDRESS: STREET 1: 100 ENDO BOULEVARD CITY: CHADDS FORD STATE: PA ZIP: 19317 BUSINESS PHONE: 6105589800 MAIL ADDRESS: STREET 1: 100 ENDO BOULEVARD CITY: CHADDS FORD STATE: PA ZIP: 19317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D. E. SHAW & CO, L.P. CENTRAL INDEX KEY: 0001009268 IRS NUMBER: 133695715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: SHAW D E & CO L P /NY/ DATE OF NAME CHANGE: 19990421 SC 13D/A 1 schedule13da.htm ENDO PHARMACEUTICALS HOLDINGS INC SCHEDULE 13DA/4 schedule13da.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*

ENDO Pharmaceuticals Holdings Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class Securities)


29264F205
D. E. Shaw & Co., L.P.
Attn:  Compliance Department
120 West Forty-Fifth Street
Floor 39, Tower 45
New York, NY 10036
212-478-0000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)

Copies to:

Christopher Boies, Esq.
Boies, Schiller & Flexner LLP
575 Lexington Avenue
New York, NY 10022

February 27, 2008
(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 §§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 §240.13d-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, as amended (the “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).

 
 
 


CUSIP No.
29264F205
1
Name of Reporting Person.
I.R.S. IDENTIFICATION
 
D. E. Shaw Composite Portfolios, L.L.C.
FEIN 13-4152438
2
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [_]
3
SEC Use Only
 
 
4
Source of Funds (See Instructions)
 
WC
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  [_]
 
6
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7
Sole Voting Power
 
-0-
8
Shared Voting Power
 
-0-
9
Sole Dispositive Power
 
-0-
10
Shared Dispositive Power
 
-0-
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
-0-
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]
 
 
13
Percent of Class Represented by Amount in Row (11)
 
0.0%
14
Type of Reporting Person (See Instructions)
 
OO




CUSIP No.
29264F205
1
Name of Reporting Person.
I.R.S. IDENTIFICATION
 
D. E. Shaw Valence Portfolios, L.L.C.
FEIN 13-4046559
2
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [_]
3
SEC Use Only
 
 
4
Source of Funds (See Instructions)
 
WC
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  [_]
 
6
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7
Sole Voting Power
 
-0-
8
Shared Voting Power
 
13,186,641
9
Sole Dispositive Power
 
-0-
10
Shared Dispositive Power
 
13,186,641
11
Aggregate Amount Beneficially Owned by Each Reporting Person 1
 
13,186,641
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]
 
 
13
Percent of Class Represented by Amount in Row (11)
 
9.8%
14
Type of Reporting Person (See Instructions)
 
OO

 
1 The 13,186,641 Common Shares set forth above include (a) 13,161,641 Common Shares owned by Valence, and (b) 25,000 Common Shares which Valence has the right to acquire through the exercise of listed call options.


CUSIP No.
29264F205
1
Name of Reporting Person.
I.R.S. IDENTIFICATION
 
D. E. Shaw & Co., L.L.C.
FEIN 13-3799946
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
3
SEC Use Only
 
 
4
Source of Funds (See Instructions)
 
AF
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  [_]
 
6
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7
Sole Voting Power
 
-0-
8
Shared Voting Power
 
-0-
9
Sole Dispositive Power
 
-0-
10
Shared Dispositive Power
 
-0-
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
-0-
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]
 
 
13
Percent of Class Represented by Amount in Row (11)
 
0.0%
14
Type of Reporting Person (See Instructions)
 
OO








CUSIP No.
29264F205
1
Name of Reporting Person.
I.R.S. IDENTIFICATION
 
D. E. Shaw & Co., L.P.
FEIN 13-3695715
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
3
SEC Use Only
 
 
4
Source of Funds (See Instructions)
 
AF
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  [_]
 
6
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7
Sole Voting Power
 
-0-
8
Shared Voting Power
 
13,190,341
9
Sole Dispositive Power
 
-0-
10
Shared Dispositive Power
 
13,190,341
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
13,190,341
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]
 
 
13
Percent of Class Represented by Amount in Row (11)
 
9.8%
14
Type of Reporting Person (See Instructions)
 
IN, PN

 
 
 

CUSIP No.
29264F205
1
Name of Reporting Person.
I.R.S. IDENTIFICATION
 
David E. Shaw
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
3
SEC Use Only
 
 
4
Source of Funds (See Instructions)
 
AF
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  [_]
 
6
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7
Sole Voting Power
 
-0-
8
Shared Voting Power
 
13,190,341
9
Sole Dispositive Power
 
-0-
10
Shared Dispositive Power
 
13,190,341
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
13,190,341
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]
 
 
13
Percent of Class Represented by Amount in Row (11)
 
9.8%
14
Type of Reporting Person (See Instructions)
 
IN

 
 
 

AMENDMENT NO. 4 TO SCHEDULE 13D

 
This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2007, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on October 12, 2007, by Amendment No. 2 to Schedule 13D filed with the SEC on November 21, 2007, and by Amendment No. 3 to Schedule 13D filed with the SEC on December 21, 2007 (as amended, the “Schedule 13D”).  Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.  Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.
 
Item 3.
Source and Amount of Funds or Other Consideration
 
 
Item 3 of the Schedule 13D is hereby supplemented as follows:
 
In acquiring 280,185 additional Common Shares owned by Valence since December 20, 2007, Valence expended approximately $7,378,352 (excluding commissions) of its working capital.
 
Item 4.
Purpose of Transaction
 
 
Item 4 of the 13D is hereby supplemented as follows:
 
Valence has sent a letter to Mr. Roger Kimmel, Chairman of the Board of the Issuer, dated February 27, 2008, expressing concerns with the strategic direction of the Issuer.  The Reporting Persons have attached this letter as Exhibit 3 to this Schedule 13D.
 
Item 5.
Interest in Securities of the Issuer
 
 
Item 5 of the 13D is hereby supplemented as follows:
 
 
(a), (b) Based upon the Issuer’s Form 10-K, filed with the Securities and Exchange Commission on February 26, 2008, there were 134,144,993 Common Shares issued and outstanding as of February 15, 2008.  The 13,186,641 Common Shares beneficially owned by Valence (the “Valence Shares”) represent approximately 9.8% of the Common Shares issued and outstanding.2 The 13,190,341 Common Shares beneficially owned by DESCO LP (the “Subject Shares”) represent approximately 9.8% of the Common Shares issued and outstanding.  The Subject Shares are comprised of (i) the Valence Shares and (ii) 3,700 Common Shares under the management of DESIM LLC (the “DESIM Shares”).
 
 
On January 1, 2008, Composite transferred all of the Common Shares beneficially owned by it to Valence.  As of February 27, 2008, Composite does not own any Common Shares.  DESCO LLC, as Composite’s managing member, no longer beneficially owns any Common Shares.  As previously reported, Synoptic does not beneficially own any Common Shares.
 
 
Valence has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Valence Shares.  DESIM LLC has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the DESIM Shares.  Composite disclaims beneficial ownership of the Common Shares beneficially owned by Valence and DESIM LLC; Valence disclaims beneficial ownership of the Common Shares beneficially owned by DESIM LLC; and DESIM LLC disclaims beneficial ownership of the Common Shares beneficially owned by Valence.
 
 
DESCO LP, as managing member and investment adviser of Valence and managing member of DESIM LLC, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Valence Shares, and the shared power to vote or direct the vote of (and the power to dispose or direct the disposition of) the DESIM Shares.  As general partner of DESCO LP, DESCO, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Valence Shares and the shared power to vote or direct the vote of (and the power to dispose or direct the disposition of) the DESIM Shares.  None of DESCO LP, DESCO LLC, DESCO, Inc., or DESCO II, Inc., owns any Common Shares directly, and each such entity disclaims beneficial ownership of the Subject Shares.
 
 
David E. Shaw does not own any shares directly.  By virtue of David E. Shaw’s position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, which in turn is the managing member and investment adviser of Valence and the managing member of DESIM LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Valence Shares and the shared power to vote or direct the vote of (and the power to dispose or direct the disposition of) the DESIM Shares.  David E. Shaw disclaims beneficial ownership of the Subject Shares.
 
 
As of the date hereof, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any of the persons set forth in Item 2 owns any Common Shares other than those set forth in this Item 5.
 
 
(c) The trading dates, number of Common Shares purchased or sold, and the price per share for all transactions by the Reporting Persons in the Common Shares from December 20, 2007 through February 26, 2008, which were all brokered transactions, are set forth below:

 
2  The 13,186,641 Common Shares set forth above include (a) 13,161,641 Common Shares owned by Valence, and (b) 25,000 Common Shares which Valence has the right to acquire through the exercise of listed call options.

 


Name
Date
Price per Share
Number of Shares
Purchased/(Sold)
Valence
12/20/2007
$26.51
800
Valence
12/20/2007
$26.52
800
Valence
12/20/2007
$26.54
1000
Valence
12/20/2007
$26.56
808
Valence
12/20/2007
$26.58
1100
Valence
12/20/2007
$26.59
600
Valence
12/20/2007
$26.60
700
Valence
12/20/2007
$26.67
1500
Valence
12/20/2007
$26.68
1300
Valence
12/20/2007
$26.69
1300
Valence
12/20/2007
$26.70
500
Valence
12/20/2007
$26.71
1500
Valence
12/20/2007
$26.72
1500
Valence
12/20/2007
$26.74
1300
Valence
12/20/2007
$26.75
2300
Valence
12/20/2007
$26.76
1100
Valence
12/20/2007
$26.78
800
Valence
12/20/2007
$26.80
900
Valence
12/20/2007
$26.81
700
Valence
12/20/2007
$26.86
800
Valence
12/21/2007
$26.97
1600
Valence
12/21/2007
$26.98
5690
Valence
12/21/2007
$26.99
10246
Valence
12/21/2007
$27.00
57464
Valence
12/24/2007
$26.77
100
Valence
12/24/2007
$26.78
100
Valence
12/24/2007
$26.78
(400)
Valence
12/24/2007
$26.79
200
Valence
12/24/2007
$26.80
1404
Valence
12/24/2007
$26.80
(1000)
Valence
12/24/2007
$26.81
1463
Valence
12/24/2007
$26.81
(300)
Valence
12/24/2007
$26.82
1350
Valence
12/24/2007
$26.83
200
Valence
12/24/2007
$26.83
(500)
Valence
12/24/2007
$26.84
500
Valence
12/24/2007
$26.85
100
Valence
12/24/2007
$26.85
(200)
Valence
12/24/2007
$26.86
3600
Valence
12/24/2007
$26.86
(400)
Valence
12/24/2007
$26.87
2351
Valence
12/24/2007
$26.87
(800)
Valence
12/24/2007
$26.88
5448
Valence
12/24/2007
$26.88
(1300)
Valence
12/24/2007
$26.89
8051
Valence
12/24/2007
$26.89
(3800)
Valence
12/24/2007
$26.90
2878
Valence
12/24/2007
$26.90
(700)
Valence
12/24/2007
$26.91
8750
Valence
12/24/2007
$26.91
(1100)
Valence
12/24/2007
$26.92
4156
Valence
12/24/2007
$26.92
(200)
Valence
12/24/2007
$26.93
4845
Valence
12/24/2007
$26.93
(3395)
Valence
12/24/2007
$26.94
19462
Valence
12/24/2007
$26.94
(2000)
Valence
12/24/2007
$26.95
10042
Valence
12/24/2007
$26.95
(700)
Valence
12/24/2007
$26.96
(2000)
Valence
12/24/2007
$26.98
(2700)
Valence
12/24/2007
$26.99
(1050)
Valence
12/24/2007
$27.00
4901059
Valence
12/24/2007
$27.00
(4901059)
Valence
12/26/2007
$26.80
400
Valence
12/26/2007
$26.80
(700)
Valence
12/26/2007
$26.81
900
Valence
12/26/2007
$26.81
(500)
Valence
12/26/2007
$26.82
15188
Valence
12/26/2007
$26.82
(700)
Valence
12/26/2007
$26.83
1200
Valence
12/26/2007
$26.83
(2400)
Valence
12/26/2007
$26.84
1500
Valence
12/26/2007
$26.84
(2829)
Valence
12/26/2007
$26.85
2600
Valence
12/26/2007
$26.85
(2100)
Valence
12/26/2007
$26.86
500
Valence
12/26/2007
$26.86
(200)
Valence
12/26/2007
$26.87
1000
Valence
12/26/2007
$26.88
1600
Valence
12/26/2007
$26.88
(900)
Valence
12/26/2007
$26.89
3100
Valence
12/26/2007
$26.90
(400)
Valence
12/27/2007
$26.84
100
Valence
12/27/2007
$26.86
2200
Valence
12/27/2007
$26.91
595
Valence
12/27/2007
$26.92
500
Valence
12/27/2007
$26.92
(800)
Valence
12/31/2007
$26.24
100
Valence
12/31/2007
$26.25
100
Valence
12/31/2007
$26.26
1300
Valence
12/31/2007
$26.28
300
Valence
12/31/2007
$26.29
1100
Valence
12/31/2007
$26.30
4324
Valence
12/31/2007
$26.43
88
Valence
12/31/2007
$26.44
1373
Valence
12/31/2007
$26.45
7845
Valence
12/31/2007
$26.57
2112
Valence
12/31/2007
$26.57
(1000)
Valence
12/31/2007
$26.59
300
Valence
12/31/2007
$26.60
200
Valence
12/31/2007
$26.61
400
Valence
12/31/2007
$26.62
1300
Valence
12/31/2007
$26.63
1500
Valence
12/31/2007
$26.63
(400)
Valence
12/31/2007
$26.64
2000
Valence
12/31/2007
$26.65
1100
Valence
12/31/2007
$26.66
600
Valence
12/31/2007
$26.67
200
Valence
12/31/2007
$26.67
(300)
Valence
12/31/2007
$26.68
8200
Valence
12/31/2007
$26.68
(2300)
Valence
12/31/2007
$26.69
12496
Valence
12/31/2007
$26.69
(1800)
Valence
12/31/2007
$26.70
20292
Valence
12/31/2007
$26.70
(1800)
Valence
12/31/2007
$26.71
(1400)
Valence
1/2/2008
$26.35
(300)
Valence
1/2/2008
$26.37
(500)
Valence
1/2/2008
$26.41
(300)
Valence
1/2/2008
$26.47
(300)
Valence
1/2/2008
$26.62
(200)
Valence
1/3/2008
$26.53
(300)
Valence
1/3/2008
$26.57
(300)
Valence
1/3/2008
$26.58
(930)
Valence
1/3/2008
$26.60
(600)
Valence
1/3/2008
$26.61
(200)
Valence
1/3/2008
$26.64
(500)
Valence
1/3/2008
$26.68
(114)
Valence
1/4/2008
$26.61
(300)
Valence
1/4/2008
$26.63
(400)
Valence
1/4/2008
$26.71
(500)
Valence
1/17/2008
$25.37
100
Valence
1/17/2008
$25.38
12644
Valence
1/17/2008
$25.59
7500
Valence
1/17/2008
$25.88
15000
Valence
1/18/2008
$25.79
(500)
Valence
1/29/2008
$24.98
100
Valence
1/29/2008
$24.99
200
Valence
1/29/2008
$25.00
300
Valence
1/29/2008
$25.02
200
Valence
1/29/2008
$25.03
400
Valence
1/29/2008
$25.06
100
Valence
1/29/2008
$25.09
200
Valence
1/29/2008
$25.10
1300
Valence
1/29/2008
$25.11
100
Valence
1/29/2008
$25.12
100
Valence
1/29/2008
$25.14
1100
Valence
1/29/2008
$25.16
2323
Valence
1/29/2008
$25.23
100
Valence
1/29/2008
$25.25
1831
Valence
1/29/2008
$25.50
100
Valence
1/29/2008
$25.53
1100
Valence
1/29/2008
$25.54
4400
Valence
1/29/2008
$25.56
700
Valence
1/29/2008
$25.61
501
Valence
1/29/2008
$25.71
300
Valence
1/29/2008
$25.72
500
Valence
1/29/2008
$25.74
700
Valence
1/29/2008
$25.75
10200
Valence
1/29/2008
$25.81
200
Valence
1/29/2008
$25.85
200
Valence
1/29/2008
$25.86
300
Valence
1/29/2008
$25.87
2000
Valence
1/29/2008
$25.88
700
Valence
1/29/2008
$25.89
400
Valence
1/29/2008
$25.90
4600
Valence
1/29/2008
$25.91
1000
Valence
1/29/2008
$26.18
2100
Valence
1/29/2008
$26.20
500
Valence
1/29/2008
$26.30
(400)
Valence
1/29/2008
$26.45
(100)
Valence
1/29/2008
$26.46
(500)
Valence
1/29/2008
$26.49
(400)
Valence
1/29/2008
$26.50
(500)
Valence
1/30/2008
$26.19
(100)
Valence
1/30/2008
$26.20
(100)
Valence
1/30/2008
$26.32
(100)
Valence
2/4/2008
$26.36
(100)
Valence
2/4/2008
$26.41
(300)
Valence
2/4/2008
$26.43
(100)
Valence
2/4/2008
$26.44
(81)
Valence
2/4/2008
$26.45
(100)
Valence
2/4/2008
$26.46
(84)
Valence
2/4/2008
$26.48
(316)
Valence
2/4/2008
$26.49
(19)
Valence
2/4/2008
$26.50
(19)
Valence
2/4/2008
$26.51
(81)
Valence
2/4/2008
$26.53
(100)
Valence
2/4/2008
$26.66
(100)
Valence
2/4/2008
$26.67
(200)
Valence
2/4/2008
$26.70
(600)
Valence
2/4/2008
$26.71
(100)
Valence
2/6/2008
$25.47
(550)
Valence
2/6/2008
$25.48
(300)
Valence
2/6/2008
$25.73
(500)
Valence
2/21/2008
$24.88
(400)
Valence
2/21/2008
$24.95
(400)
Valence
2/21/2008
$25.04
(500)
Valence
2/21/2008
$25.06
(200)
Valence
2/21/2008
$25.23
(300)
Valence
2/21/2008
$25.29
(700)
Valence
2/21/2008
$25.30
(200)
Valence
2/21/2008
$25.31
(1000)
Valence
2/21/2008
$25.32
(500)
Valence
2/21/2008
$25.33
(400)
Valence
2/21/2008
$25.35
(300)
Valence
2/21/2008
$25.36
(500)
Valence
2/21/2008
$25.39
(67)
Valence
2/21/2008
$25.40
(500)
Valence
2/21/2008
$25.42
(200)
Valence
2/21/2008
$25.45
(200)
Valence
2/21/2008
$25.52
(100)
Valence
2/22/2008
$26.41
(200)
Valence
2/22/2008
$26.42
(100)
Valence
2/22/2008
$26.45
(100)
Valence
2/22/2008
$26.49
(400)
Valence
2/22/2008
$26.50
(200)
DESIM LLC
12/21/2007
$26.96
(300)
DESIM LLC
12/21/2007
$26.97
(500)
DESIM LLC
12/21/2007
$26.98
(500)
DESIM LLC
12/21/2007
$26.99
(500)
DESIM LLC
12/21/2007
$27.00
(500)
DESIM LLC
1/7/2008
$26.75
(200)
DESIM LLC
1/7/2008
$26.77
(200)
DESIM LLC
1/7/2008
$26.84
(200)
DESIM LLC
1/7/2008
$26.86
(100)
DESIM LLC
1/18/2008
$25.73
(100)
DESIM LLC
1/18/2008
$25.80
(400)
DESIM LLC
1/18/2008
$25.89
(100)
DESIM LLC
1/22/2008
$25.21
(200)
DESIM LLC
1/23/2008
$23.61
(300)
DESIM LLC
1/24/2008
$24.47
(300)
DESIM LLC
1/24/2008
$24.64
(200)
DESIM LLC
1/24/2008
$24.69
(200)
DESIM LLC
1/24/2008
$24.70
(300)
DESIM LLC
1/24/2008
$24.85
(200)
DESIM LLC
1/24/2008
$24.87
(200)
DESIM LLC
1/24/2008
$24.89
(200)
DESIM LLC
1/29/2008
$25.53
(200)
DESIM LLC
1/29/2008
$25.54
(500)
DESIM LLC
1/29/2008
$25.55
(500)
DESIM LLC
1/29/2008
$25.57
(300)
DESIM LLC
1/29/2008
$25.60
(100)
DESIM LLC
1/29/2008
$25.70
(300)
DESIM LLC
1/29/2008
$25.74
(395)
DESIM LLC
1/29/2008
$25.77
(500)
DESIM LLC
1/29/2008
$25.82
(200)
DESIM LLC
1/29/2008
$25.97
(100)
DESIM LLC
1/29/2008
$25.98
(200)
DESIM LLC
1/29/2008
$25.99
(200)
DESIM LLC
1/29/2008
$26.02
(100)
DESIM LLC
1/29/2008
$26.03
(300)
DESIM LLC
1/29/2008
$26.04
(200)
DESIM LLC
1/29/2008
$26.10
(200)
DESIM LLC
1/29/2008
$26.13
(100)
DESIM LLC
1/29/2008
$26.20
(100)
DESIM LLC
1/29/2008
$26.24
(400)
DESIM LLC
1/29/2008
$26.30
(200)
DESIM LLC
1/29/2008
$26.34
(300)
DESIM LLC
1/30/2008
$25.86
(200)
DESIM LLC
1/30/2008
$25.87
(300)
DESIM LLC
1/30/2008
$25.90
(300)
DESIM LLC
1/30/2008
$25.93
(100)
DESIM LLC
1/30/2008
$25.98
(200)
DESIM LLC
1/30/2008
$25.99
(600)
DESIM LLC
1/30/2008
$26.00
(700)
DESIM LLC
1/30/2008
$26.01
(200)
DESIM LLC
1/30/2008
$26.15
(400)
DESIM LLC
1/30/2008
$26.19
(800)
DESIM LLC
1/30/2008
$26.20
(500)
DESIM LLC
1/30/2008
$26.32
(1300)
DESIM LLC
1/30/2008
$26.41
(300)
DESIM LLC
2/1/2008
$26.10
(400)
DESIM LLC
2/4/2008
$26.31
(400)
DESIM LLC
2/4/2008
$26.35
(300)
DESIM LLC
2/4/2008
$26.36
(200)
DESIM LLC
2/4/2008
$26.43
(300)
DESIM LLC
2/4/2008
$26.44
(816)
DESIM LLC
2/4/2008
$26.45
(600)
DESIM LLC
2/4/2008
$26.46
(100)
DESIM LLC
2/4/2008
$26.47
(400)
DESIM LLC
2/4/2008
$26.48
(184)
DESIM LLC
2/4/2008
$26.49
(181)
DESIM LLC
2/4/2008
$26.50
(181)
DESIM LLC
2/4/2008
$26.51
(1219)
DESIM LLC
2/4/2008
$26.53
(200)
DESIM LLC
2/4/2008
$26.56
(200)
DESIM LLC
2/4/2008
$26.59
(300)
DESIM LLC
2/4/2008
$26.60
(200)
DESIM LLC
2/4/2008
$26.61
(200)
DESIM LLC
2/4/2008
$26.64
(200)
DESIM LLC
2/4/2008
$26.68
(200)
DESIM LLC
2/4/2008
$26.70
(100)
DESIM LLC
2/4/2008
$26.71
(800)
DESIM LLC
2/7/2008
$25.31
(200)
DESIM LLC
2/7/2008
$25.37
(200)
DESIM LLC
2/8/2008
$25.46
(100)
DESIM LLC
2/8/2008
$25.50
(200)
DESIM LLC
2/8/2008
$25.54
(100)
DESIM LLC
2/15/2008
$25.20
(400)
DESIM LLC
2/22/2008
$25.98
(200)
DESIM LLC
2/22/2008
$26.00
(200)
DESIM LLC
2/22/2008
$26.21
(100)
DESIM LLC
2/22/2008
$26.25
(500)
DESIM LLC
2/22/2008
$26.30
(400)
DESIM LLC
2/23/2008
$26.32
(300)
DESIM LLC
2/24/2008
$26.80
(200)
DESIM LLC
2/25/2008
$26.95
(200)

 
 
 


 
(d) Other than with respect to Common Shares which Valence has the right to acquire through call options, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares set forth above.
 
 
(e) As of January 1, 2008, Composite and DESCO LLC beneficially owned less than 5% of the Common Shares and are therefore no longer Reporting Persons.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
 
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
 
As of February 26, 2008, Valence maintains an open short position on 50 call option contracts and therefore has short economic exposure to 5,000 Common Shares through such contracts.  Valence also maintains an open short position on 2,900 Common Shares.  These contracts and arrangements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer.  Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced with any person with respect to any securities of the Issuer.
 
Except for the matters described herein, neither the Reporting Persons nor, to the best knowledge of any Reporting Persons, any of the persons listed in Item 2 has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer as of February 27, 2007.
 
Item 7.
Material to be Filed as Exhibits
 
Exhibit 1
Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated October 24, 2007.
Exhibit 2
Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated October 24, 2007.
Exhibit 3
Letter to the Issuer from Valence, dated February 27, 2008.

 
 
 

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.

Dated:  February 27, 2008


D. E. SHAW COMPOSITE PORTFOLIOS, L.L.C.
By:
D. E. SHAW & CO., L.L.C., as Managing Member
 
 
By:
 /s/Rochelle Elias 
 
Name: Rochelle Elias
 
Title: Chief Compliance Officer

D. E. SHAW VALENCE PORTFOLIOS, L.L.C.
By:
D. E. SHAW & CO., L.P., as Managing Member
 
 
By:
 /s/Rochelle Elias 
 
Name: Rochelle Elias
 
Title: Chief Compliance Officer

D. E. SHAW SYNOPTIC PORTFOLIOS 2, L.L.C.
By:
D. E. SHAW & CO., L.L.C., as Managing Member
 
 
By:
 /s/Rochelle Elias 
 
Name: Rochelle Elias
 
Title: Chief Compliance Officer

D. E. SHAW & CO., L.L.C.
 
By:
 /s/Rochelle Elias 
 
Name: Rochelle Elias
 
Title: Chief Compliance Officer

D. E. SHAW & CO., L.P.
 
By:
  /s/Rochelle Elias 
 
Name: Rochelle Elias
 
Title: Chief Compliance Officer
 
DAVID E. SHAW
 
By:
 /s/Rochelle Elias 
 
Name: Rochelle Elias
 
Title: Attorney-in-Fact for David E. Shaw




EX-1.HTM 2 exhibit1.htm POWER OF ATTORNEY exhibit1.htm


Exhibit 1

POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934


I, David E. Shaw, hereby make, constitute, and appoint each of:


Anne Dinning,

Rochelle Elias,

Julius Gaudio,

John Liftin,

Louis Salkind,

Stuart Steckler,

Maximilian Stone, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, and 13F and Schedules 13D and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority.  Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 24, 2004, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date:  October 24, 2007

DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/David E. Shaw
New York, New York


 EX-2.HTM 3 exhibit2.htm POWER OF ATTORNEY exhibit2.htm


Exhibit 2

POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934


I, David E. Shaw, hereby make, constitute, and appoint each of:


Anne Dinning,

Rochelle Elias,

Julius Gaudio,

John Liftin,

Louis Salkind,

Stuart Steckler,

Maximilian Stone, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, and 13F and Schedules 13D and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority.  Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 24, 2004, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date:  October 24, 2007

DAVID E. SHAW, as President of
D. E. Shaw & Co. II, Inc.
/s/David E. Shaw
New York, New York





 EX-3.HTM 4 exhibit3.htm ISSUER LETTER exhibit3.htm
Exhibit 3


 

 
February 27, 2008
 
Mr. Roger Kimmel
Chairman of the Board
Endo Pharmaceuticals Holdings, Inc.
100 Endo Boulevard
Chadds Ford, PA 19317
 
 
Dear Mr. Kimmel:
 
As you are aware, D. E. Shaw Valence Portfolios, L.L.C. and certain of its affiliates (collectively “we”) are significant shareholders of Endo Pharmaceutical Holdings, Inc. (“ENDP” or the “Company”).  We presently beneficially own 13,190,341 shares of common stock of the Company, or approximately 9.8% of the shares outstanding.  We are writing to voice our disappointment in the Board’s refusal to meet with us in person to discuss our significant concerns with the Company’s strategic direction.  As significant long-term shareholders, we remain concerned that the Company is overly focused on the need to complete a large acquisition or in-licensing deal, rather than on optimizing the value of its existing business, including lead assets Lidoderm and Opana and the profitable generic pain business.  This myopic focus on potential non-core business development activities has shifted the Company’s focus away from optimizing its increasingly cash rich balance sheet, which we believe is essential in order to unlock the intrinsic value of the Company for the benefit of its shareholders.
 
As outlined in both our public letter to Peter Lankau dated July 30, 2007 and our private letter to you dated October 8, 2007, we have several concerns with the strategic direction of the Company.  We are strongly opposed to the Company’s strategy of acquiring companies or in-licensing expensive assets, especially in new therapeutic segments outside of the Company’s core expertise in pain management.  ENDP currently has no head of R&D, and recent development efforts have been marred by numerous setbacks and delays.  Further, ENDP has a history of involving itself in value-destroying product licensing deals (including Synera, DepoDur, and Propofol IDD-D).  This focus on business development as the source of future growth is even more confusing in light of management’s and the Board’s seemingly increased confidence in the duration of ENDP’s lead asset Lidoderm (as stated by your CFO, Charlie Rowland, on your year-end results conference call).  ENDP also just reported high quality results for the fourth quarter and full year 2007, highlighting the strength and momentum of its underlying business and core assets.
 
As you announced on January 28, 2008, ENDP’s CEO, Peter Lankau, resigned effective March 1, 2008.  We have repeatedly expressed to you, and Mr. Lankau before his decision to resign, a strong desire for the Board to immediately retain an investment bank to fully explore and assess all strategic alternatives to maximize shareholder value.  We continue to believe there is strategic interest in the Company on financial terms that a substantial majority of the Company’s shareholders would in our view fully support.  We again implore the Board to immediately commence a process to fully assess the potential for the sale of the Company to a strategic partner prior to hiring a new CEO.  We strongly believe a new CEO should not be hired at this juncture since any potential hire would likely want to step in and immediately engage his or her own plan.  We also believe that the Company’s management has sufficient depth and breadth to continue to operate the Company’s existing business in the near term without any material adverse impact.  Should the process not result in a sale of the Company, a new CEO could then be hired with the strategic imperative to move the Company forward as a stand-alone entity.  We also remind the members of the Board of their respective fiduciary responsibilities to maximize value for all shareholders, as well as to appropriately consider any viable offers for the Company that provide immediate liquidity and are within the range of recent premiums for public healthcare acquisitions.
 
If a strategic process does not lead to a sale of the Company, we propose the following course of action:  the Board should hire a new CEO candidate with 1) a clear vision for building the ENDP core pain business through a mix of internal development and targeted business development transactions; 2) a strong commitment to cost reduction and control to maximize profitability; and 3) a track record of leadership in specialty pharmaceuticals, including successful commercial and R&D execution.
 
In parallel, the Board should undertake a recapitalization of the Company through a self-tender in order to repurchase $1.5 billion of the Company’s outstanding common equity, funded with an appropriate mix of existing cash and new debt.  We believe that the Company would be able to obtain such debt on favorable terms, despite the current market.  This recapitalization would rectify the Company’s currently inefficient balance sheet; provide a platform for significant earnings growth; create liquidity to shareholders electing to participate; and would be accretive for long-term shareholders.
 
I would like to reiterate that we are committed, long-term shareholders whose priority is to work with the Company - not against it - in doing what is best for all shareholders.  As always, we stand ready to meet with the Board and its representatives at their convenience to discuss our views.  We must, of course, reserve all rights to take any and all action required to protect the interests of shareholders if our concerns continue to fall on deaf ears, including, but not limited to, seeking Board representation.  We hope such action will be unnecessary.  Lastly, we remind the Board that we will not hesitate to hold the Company’s directors accountable should the Company seek to utilize its cash-rich balance sheet and positive cash flows to pursue any non-core acquisitions or in-licensing deals. 
 
D. E. Shaw Valence Portfolios, L.L.C.
 
By:           D. E. Shaw & Co., L.P., its managing member
 


        By:/s/James Mackey                                                                                                                              
              James Mackey
              Authorized Signatory

cc:  Caroline Manogue, Corporate Secretary
John J. Delucca
Michel de Rosen
George F. Horner, III
Michael Hyatt
Clive A. Meanwell


 -----END PRIVACY-ENHANCED MESSAGE-----