0000928475-05-000041.txt : 20120629 0000928475-05-000041.hdr.sgml : 20120629 20050223084545 ACCESSION NUMBER: 0000928475-05-000041 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 GROUP MEMBERS: MYLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN LABORATORIES INC CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10728 FILM NUMBER: 05632865 BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL 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 #4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP STREET 2: 767 FIFTH AVE #4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 lab13d-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Mylan Laboratories Inc. (Name of Issuer) Common Stock, par value $.50 per share (Title of Class of Securities) 628530107 (CUSIP Number) Keith Schaitkin, Esq. Associate General Counsel Icahn Associates Corp. & affiliated companies 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4380 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 22, 2005 (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- 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 Item 1. Security and Issuer This Schedule 13D filed by the Registrants with the U.S. Securities and Exchange Commission on September 7, 2004 as amended on September 17, 2004, November 1, 2004, November 19, 2004, November 22, 2004 and December 17, 2004, relates to the common shares, $.50 par value (the "Shares"), of Mylan Laboratories Inc., a Pennsylvania corporation (the "Issuer") is amended to furnish information as set forth herein. All capitalized terms not otherwise defined shall have the meaning ascribed to such terms in the previously filed statement on Schedule 13D. Item 4. Purpose of Transaction Item 4 is hereby amended to add the following: On February 22, 2005, Mr. Icahn has issued a press release, which is attached hereto as Exhibit 1, and is incorporated herein in its entirety. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO SOLICITATION OF PROXIES BY MR. ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS OF MYLAN LABORATORIES INC. FOR USE AT ITS SPECIAL MEETING AND ITS ANNUAL MEETING, IN EACH CASE, (A) WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION, AND (B) WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WHICH WILL BE MAILED TO STOCKHOLDERS OF MYLAN LABORATORIES INC. AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN A PROXY SOLICITATION IN CONNECTION WITH THE SPECIAL MEETING IS CONTAINED IN THE SCHEDULE 14A, AS AMENDED, FIRST FILED BY MR. ICAHN AND HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 2004 WITH RESPECT TO MYLAN LABORATORIES INC. THAT SCHEDULE 14A IS CURRENTLY AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE. Item 7. Material to be Filed as Exhibits 1. Press Release dated February 22, 2005. 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: February 22, 2005 BARBERRY CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory HOPPER INVESTMENTS LLC By: BARBERRY CORP., Sole Member By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory HIGH RIVER LIMITED PARTNERSHIP By: HOPPER INVESTMENTS LLC, General Partner By: BARBERRY CORP., Sole Member By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn ----------------- CARL C. ICAHN /s/ Gail Golden GAIL GOLDEN [Signature Page of Amendment No. 6 to Schedule 13D with respect to Mylan] EXHIBIT 1 EX-99 2 press.txt FOR IMMEDIATE RELEASE CARL C. ICAHN RESPONDS TO MYLAN'S ANNOUNCED BYLAW CHANGE, COMMENCES LITIGATION New York, New York, February 22, 2005 Contact: Susan Gordon (212) 702-4309 Carl C. Icahn announced today that his affiliated company, High River Limited Partnership, has commenced a lawsuit against Mylan Laboratories, Inc. and its directors in the United States District Court for the Middle District of Pennsylvania challenging, among other things, the validity of the recent bylaw amendments announced by Mylan on Friday. The lawsuit seeks injunctive relief to allow Mr. Icahn appropriate time to select and notify Mylan of his proposed slate of directors at the next meeting of Mylan's shareholders. On Friday, Mylan announced that it would not hold its 2005 annual shareholder meeting until October 28, 2005, but purported to require any director nominations to be completed within 10 days of the announcement. Mr. Icahn stated that in his opinion "these amendments, in combination with a very late date for the annual meeting, represent a desperate attempt by the Mylan Board to entrench itself by weakening the processes for corporate democracy at Mylan." Mr. Icahn continues to be concerned that the Mylan Board may seek to avoid a shareholder vote by restructuring its transaction with King, and, given this most recent action by the Mylan Board, he believes that his concern is well justified. Mr. Icahn reminds the Board that if Mylan does determine to attempt to proceed with a transaction with King without seeking Mylan shareholder approval, he will seek to hold Board members personally responsible. High River continues to be willing to stand by its prior proposal to acquire Mylan for $20 per share without a "break-up fee", which Mr. Icahn believes would set up a bidding process for Mylan. Mr. Icahn noted that, especially in light of the Novartis AG / Eon Labs / Hexal transactions announced Monday, he continues to believe that there would likely be several synergistic bidders for Mylan on a friendly basis. Mr. Icahn also believes that, after all they have been through, Mylan shareholders should have the right to decide if they want to put the company up for sale. They certainly should be given the right to determine if they desire that alternative over any King alternative. Mr. Icahn noted that the Mylan Board has not contacted him regarding his $20 per share proposal and that it should do so promptly, as it will not be available indefinitely. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO SOLICITATION OF PROXIES BY MR. ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS OF MYLAN LABORATORIES INC. FOR USE AT ITS SPECIAL MEETING AND ITS ANNUAL MEETING, IN EACH CASE, (A) WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION, AND (B) WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WHICH WILL BE MAILED TO STOCKHOLDERS OF MYLAN LABORATORIES INC. AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN A PROXY SOLICITATION IN CONNECTION WITH THE SPECIAL MEETING IS CONTAINED IN THE SCHEDULE 14A, AS AMENDED, FIRST FILED BY MR. ICAHN AND HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 2004 WITH RESPECT TO MYLAN LABORATORIES INC. THAT SCHEDULE 14A IS CURRENTLY AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE.