UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 21, 2014
Date of Report (Date of Earliest Event Reported)
ALLERGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-10269 | 95-1622442 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
2525 Dupont Drive
Irvine, California 92612
(Address of Principal Executive Offices) (Zip Code)
(714) 246-4500
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On May 21, 2014, Mr. Michael R. Gallagher, lead independent director of the Board of Directors of Allergan, Inc., sent a letter to Pershing Square Capital Management, L.P. A copy of the letter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
99.1 | Letter dated May 21, 2014 from Mr. Gallagher to Pershing Square Capital Management, L.P. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ALLERGAN, INC. | ||||||
Date: May 21, 2014 | ||||||
By: /s/ Matthew J. Maletta | ||||||
Name: | Matthew J. Maletta | |||||
Title: | Vice President, Associate General Counsel and Secretary |
Exhibit Index
Exhibit |
Description of Exhibit | |
99.1 | Letter dated May 21, 2014 from Mr. Gallagher to Pershing Square Capital Management, L.P. |
Exhibit 99.1
ALLERGAN |
| |
2525 Dupont Drive, P.O. Box 19534, Irvine, California, USA 92623-9534 Telephone: (714) 246-4500 Website: www.allergan.corn |
May 21, 2014
William A. Ackman
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, NY 10019
Dear Mr. Ackman:
We confirm receipt of your latest letter which has been distributed to the entire Board. As we have previously indicated, the Board is well aware of its fiduciary duties to all stockholders and is being well-advised by its independent advisors as it responds to Valeant and Pershing Square. The entire Board will carefully review any revised proposal that Valeant makes and compare it to numerous other options, with a focus on enhancing the long-term value of Allergan for all stockholders. Mr. Pyott is an essential element in any such evaluation. The Board has complete confidence in David and his objectiveness.
On behalf of the Board of Directors,
/s/ Michael Gallagher |
Michael Gallagher Lead Director |