Unassociated Document

0001144204-09-033794.txt : 20090622 0001144204-09-033794.hdr.sgml : 20090622 20090622164822 ACCESSION NUMBER: 0001144204-09-033794 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090622 DATE AS OF CHANGE: 20090622 GROUP MEMBERS: DAVID E. SHAW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICIS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000859368 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521574808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41042 FILM NUMBER: 09903729 BUSINESS ADDRESS: STREET 1: 7720 DOBSON ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85256 BUSINESS PHONE: 2125992000 MAIL ADDRESS: STREET 1: 7720 DOBSON ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85256 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 13G BUSINESS ADDRESS: STREET 1: 120 WEST FORTY-FIFTH STREET STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 120 WEST FORTY-FIFTH STREET STREET 2: 39TH FLOOR 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 13G 1 v152939_sc13g.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Medicis Pharmaceutical Corporation

(Name of Issuer)

Class A Common Stock, $0.014 par value

(Title of Class of Securities)

584690309

(CUSIP Number)

June 10, 2009

(Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which the Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 584690309

	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw & Co., L.P. 13-3695715

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 3,135,850

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 3,136,350

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,136,350

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 5.3%

	12.	Type of Reporting Person (See Instructions) IA, PN

CUSIP No. 584690309

	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) David E. Shaw

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 3,135,850

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 3,136,350

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,136,350

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 5.3%

	12.	Type of Reporting Person (See Instructions) IN

Item 1.

	(a)	Name of Issuer
		Medicis Pharmaceutical Corporation

	(b)	Address of Issuer's Principal Executive Offices
		7720 North Dobson Road Scottsdale, Arizona 85256-2740

Item 2.

	(a)	Name of Person Filing
		D. E. Shaw & Co., L.P. David E. Shaw

	(b)	Address of Principal Business Office or, if none, Residence
		The business address for each reporting person is: 120 W. 45th Street, Tower 45, 39th Floor New York, NY 10036

	(c)	Citizenship
		D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America.

	(d)	Title of Class of Securities
		Class A Common Stock, $0.014 par value

	(e)	CUSIP Number
		584690309

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4.

Ownership


As of June 16, 2009:

(a) Amount beneficially owned:

D. E. Shaw & Co., L.P.:	3,136,350 shares This is composed of (i) 2,829,936 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 24,000 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of listed call options, (iii) 276,642 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iv) 5,772 shares under the management of D. E. Shaw Investment Management, L.L.C.

David E. Shaw:

3,136,350 shares

This is composed of (i) 2,829,936 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 24,000 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of listed call options, (iii) 276,642 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iv) 5,772 shares under the management of D. E. Shaw Investment Management, L.L.C.

(b) Percent of class:
D. E. Shaw & Co., L.P.:	5.3%
David E. Shaw:	5.3%


(c) Number of shares to which the person has:
(i)	Sole power to vote or to direct the vote:
	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares

(ii)	Shared power to vote or to direct the vote:
	D. E. Shaw & Co., L.P.:	3,135,850 shares
	David E. Shaw:	3,135,850 shares

(iii)	Sole power to dispose or to direct the disposition of:
	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares

(iv)	Shared power to dispose or to direct the disposition of:
	D. E. Shaw & Co., L.P.:	3,136,350 shares
	David E. Shaw:	3,136,350 shares

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., and the managing member of D. E. Shaw Investment Management, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 3,135,850 shares, and the shared power to dispose or direct the disposition of, 3,136,350 shares, the 3,136,350 shares as described above constituting 5.3% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 3,136,350 shares.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below, each of D. E. Shaw & Co., L.P. and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.

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. A Power of Attorney, dated October 24, 2007, granted by David E. Shaw in favor of Rochelle Elias, is attached hereto.

Dated: June 22, 2009


	D. E. Shaw & Co., L.P.

	By:	/s/ Rochelle Elias
		Rochelle Elias Chief Compliance Officer


	David E. Shaw

	By:	/s/ Rochelle Elias
		Rochelle Elias Attorney-in-Fact for David E. Shaw

EX-1 2 v152939_ex-1.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 3 v152939_ex-2.htm Unassociated Document

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, $0.014 par value, of Medicis Pharmaceutical Corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 22nd day of June, 2009.


	D. E. Shaw & Co., L.P.

	By:	/s/ Rochelle Elias
		Rochelle Elias Chief Compliance Officer


	David E. Shaw

	By:	/s/ Rochelle Elias
		Rochelle Elias Attorney-in-Fact for David E. Shaw