-----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, CFQFd1LraZqUJy9OXtGrrgduMZI9cnXaTSdqeKAZaosaaCxGmHHGdogLzbraNWCI 0b5jLW9PaQrKkDK8DhgnqA== 0001341004-10-001341.txt : 20100805 0001341004-10-001341.hdr.sgml : 20100805 20100805143934 ACCESSION NUMBER: 0001341004-10-001341 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100805 DATE AS OF CHANGE: 20100805 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37954 FILM NUMBER: 10993943 BUSINESS ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631-962-2000 MAIL ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENE SCIENCE INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OSI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631-962-2000 MAIL ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENE SCIENCE INC DATE OF NAME CHANGE: 19920703 SC TO-I/A 1 opi_to-ia.htm SCHEDULE TO, AMENDMENT NO. 4 opi_to-ia.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
 
Schedule TO
 
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
(Amendment No. 4)
________________________
 
OSI PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
________________________
 
2% Convertible Senior Subordinated Notes due 2025
3% Convertible Senior Subordinated Notes due 2038
(Titles of Class of Securities)
________________________
 
671040 AF0
671040 AE3
671040 AG8
671040 AH6
(CUSIP Number of Class of Securities)
________________________
 
Barbara A. Wood, Esq.
Senior Vice President, General Counsel and Secretary
420 Saw Mill River Road
Ardsley, NY 10502
(914) 231-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
 Communications on Behalf of the Filing Persons)
________________________
 
With a copy to:
 
Craigh  Leonard, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 468-8007
 
CALCULATION OF FILING FEE
 
Transaction Valuation*
Amount of Filing Fee**
$275,547,050
$19,647.00
*
Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of $115 million aggregate principal amount of the 2% Convertible Senior Subordinated Notes due 2025 at the purchase price of $1,002.67 per $1,000 of Notes outstanding as of June 15, 2010 and $160 million aggregate principal amount of the 3% Convertible Senior Subordinated Notes due 2038 at the purchase price of $1,001.50 per $1,000 of Notes outstanding as of June 15, 2010.
 
**
The Amount of Filing Fee calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $71.30 for each $1,000,000 of the value of the transaction.
 
þ
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
Amount Previously Paid: $19,647.000
Filing Party: OSI Pharmaceuticals, Inc.
     
 
Form or Registration No.:  SC TO
Date Filed: June 17, 2010
 
¨
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 

 
 
 

 
 
¨   third-party tender offer subject to Rule 14d-1.
 
 
þ    issuer tender offer subject to Rule 13e-4.
 
 
¨    going-private transaction subject to Rule 13e-3.
 
 
¨    amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
 
 
INTRODUCTORY STATEMENT
 
 
This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by OSI Pharmaceuticals, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on June 17, 2010 (as amended and supplemented, the “Schedule TO”), in connection with the Company’s Offer to Purchase for cash, any and all of the Company’s outstanding 2% Convertible Senior Subordinated Notes due 2025 (the “2% Notes”) each at a price of $1,000 per $1,000 in principal amount tendered, plus accrued and unpaid interest to, but excluding, the purchase date and on the terms and subject to the conditions set forth in the Offer to Purchase, dated June 17, 2010, relating to the 2% Notes, as amended and supp lemented (the “2% Notes Offer to Purchase”) and in connection with the Company’s Offer to Purchase for cash any and all of the Company’s outstanding 3% Convertible Senior Subordinated Notes due 2038 (the “3% Notes”) each at a price of $1,000 per $1,000 in principal amount tendered plus accrued and unpaid interest to, but excluding, the purchase date and on the terms and subject to the conditions set forth in the Offer to Purchase, dated June 17, 2010, relating to the 3% Notes, as amended and supplemented by the Second Supplement thereto, dated July 13, 2010 (the “3% Notes Second Supplement”) filed as Exhibit (a)(1)(E) (as so amended and supplemented, the “3% Notes Offer to Purchase” and, collectively with the 2% Notes Offer to Purchase, the “Offers to Purchase”).  All capitalized terms used in this Amendment No. 4 and not otherwise defined have the respective meanings ascribed to them in the Offers to Purchase.
 
 
The information set forth in the 2% Notes Offer to Purchase and the 3% Notes Offer to Purchase, including the Schedules thereto, is hereby incorporated by reference in answer to items 1 through 13 of this Schedule TO.  This Schedule TO and the Offers to Purchase are intended to satisfy the filing and disclosure requirements of Rules 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
 
 
Items 1 through 9 and Item 11.
 
 
Items 1 through 9 and item 11 are hereby amended and supplemented insofar as they relate to the 3% Notes Offer to Purchase to include the following:
 
 
As of August 2, 2010, $159,756,000 outstanding principal amount of outstanding 3% Notes had been surrendered for conversion and $10,000 outstanding principal amount of outstanding 3% Notes had been tendered for repurchase.  The former Holders of such 3% Notes no longer have any Purchase Rights relating thereto.  Pursuant to the Indenture governing the 3% Notes, $234,000 of the  principal amount of the 3% Notes remain outstanding, and the Holders of such 3% Notes shall continue to have the rights granted to such Holders under the Indenture.  In accordance with the terms of the Offer to Purchase, the Purchase Rights and the 3% Notes Offer to Purchase expired at midnight, New York City time, on July 30, 2010.
 

 
 
 


 
SIGNATURE
 
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

Date: August 5, 2010
  
OSI Pharmaceuticals, Inc.
     
   
By:
  
/s/    Barbara A. Wood
   
Name:
  
Barbara A. Wood
   
Title:
  
Senior Vice President, General
Counsel and Secretary


 
 
 

 
EXHIBIT INDEX
 
Exhibit No.
  
Description of Document
     
(a)(1)(A)*
 
  
2% Notes Offer to Purchase, dated June 17, 2010.
 
(a)(1)(B)*
 
  
3% Notes Offer to Purchase, dated June 17, 2010.
(a)(1)(C)*
 
  
Supplement to 2% Notes Offer to Purchase, dated June 29, 2010.
 
(a)(1)(D)*
 
  
Supplement to 3% Notes Offer to Purchase, dated June 29, 2010.
 
(a)(1)(E)*
 
  
3% Notes Second Supplement to Offer to Purchase, dated July 13, 2010.
 
(a)(5)(A)*
 
  
2% Notes Fundamental Change Company Notice and Notice of Conversion, dated June 18, 2010.
 
(a)(5)(B)*
 
  
Press Release of the Company relating to Occurrence of a Fundamental Change for Convertible Notes, dated June 18, 2010.
 
(a)(5)(C)*
 
  
Amended and Restated Form of Fundamental Change Purchase Notice for 2% Notes.
 
(a)(5)(D)*
 
  
Amended and Restated Form of Fundamental Change Purchase Notice for 3% Notes.
 
(a)(5)(E)*
 
  
Second Amended and Restated Form of Fundamental Change Purchase Notice for 3% Notes.
 
(a)(5)(F)*
 
  
Press release of the Company relating to the termination of the 2% Notes Offer to Purchase and the Expiration Time of 3% Notes Purchase Right.
 
(d)(1)*
  
Indenture, dated December 21, 2005, by and between OSI Pharmaceuticals, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), filed by the Company as an exhibit to the Form 8-K filed on December 28, 2005 (file no. 000-15190), and incorporated herein by reference.
(d)(2)*
  
Indenture, dated January 9, 2008, by and between OSI Pharmaceuticals, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), filed by the Company as an exhibit to the Form 8-K filed on January 15, 2008 (file no. 000-15190), and incorporated herein by reference.
__________________
*
Previously filed.
 

 
 
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