0000928475-05-000040.txt : 20120629
0000928475-05-000040.hdr.sgml : 20120629
20050222172423
ACCESSION NUMBER: 0000928475-05-000040
CONFORMED SUBMISSION TYPE: DFAN14A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050222
DATE AS OF CHANGE: 20050222
EFFECTIVENESS DATE: 20050222
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: DFAN14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09114
FILM NUMBER: 05632210
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: DFAN14A
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
DFAN14A
1
mylan14a.txt
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-12
Mylan Laboratories Inc.
(Name of Registrant as Specified In Its Charter)
Carl C. Icahn,
Barberry Corp., Hopper Investments LLC and
High River Limited Partnership
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
On February 22, 2005, Carl C. Icahn has issued a press release, which
is attached hereto as Exhibit A.
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.
EXHIBIT A
EX-99
2
press.txt
PRESS RELEASE
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.