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.