SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

PAR PHARMACEUTICAL COMPANIES, INC.

(Name of Issuer)

PAR PHARMACEUTICAL COMPANIES, INC.

(Name of Filing Person (Offeror and Issuer))

2.875% Senior Subordinated Convertible Notes due 2010

(Title of Class of Securities)

717125 AA 6

717125 AC 2

(CUSIP Numbers of Class of Securities)

Thomas Haughey

Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

300 Tice Boulevard

Woodcliff Lake, New Jersey  07677

(201) 802-4000

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of filing persons)

Copies to:

WHITNEY J. SMITH, Esq.

K&L Gates LLP

599 Lexington Avenue

New York, NY 10022

(212) 536-3930

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$65,000,000	$3,627

*

The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the purchase of $65,000,000 aggregate principal amount of the outstanding 2.875% Senior Subordinated Convertible Notes due 2010, at the maximum tender offer price of $1,000.00 per $1,000 principal amount.

**

$55.80 per million dollars of transaction value, in accordance with Rule 0-11(b) and Fee Rate Advisory No. 5 for fiscal year 2009.

X

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: $3,591

Filing Party: Par Pharmaceutical Companies, Inc.

Form or Registration No.: 005-46121

Date Filed: October 14, 2009

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

☐

third party tender offer subject to Rule 14d-1.

X

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. ☐

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INTRODUCTORY STATEMENT

This Amendment No. 1 (this “Amendment No. 1”) amends the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Par Pharmaceutical Companies, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on October 14, 2009 relating to an offer by the Company to purchase up to $65,000,000 of the Company’s outstanding 2.875% Senior Subordinated Convertible Notes due 2010 upon the terms of the Offer to Purchase, dated October 14, 2009 (the “Offer”).  The Company is filing this Amendment No. 1 to increase the price for the Modified Dutch Auction from a range of $982.50 to $990.00 per $1,000 principal amount to a range of $982.50 to $1,000.00 per $1,000 principal amount, and to extend the Offer from 12:00 midnight, New York City time, on Wednesday, November 11, 2009 until 12:00 midnight, New York City time, on Tuesday, November 24, 2009.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 amends and restates only the items and exhibits to the Schedule TO that are being amended and restated, and unaffected items and exhibits are not included herein.

ITEM 4.

TERMS OF THE TRANSACTION.

Item 4(a) of the Schedule TO is hereby amended and supplemented to include the information in “Terms of the Offer” and “Conditions of the Offer” of the Supplement to the Offer to Purchase, which is incorporated herein by reference.

ITEM 12.

EXHIBITS.

Item 12 of the Schedule TO is amended and supplemented to include the following Exhibits.

99(a)(1)(vi)

Supplement to Offer to Purchase, dated November 9, 2009.

99(a)(5)(ii)

Press Release, dated November 9, 2009.

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SIGNATURE

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

PAR PHARMACEUTICAL COMPANIES, INC.

/s/ Thomas Haughey

Thomas Haughey

Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

Date: November 9, 2009

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Index to Exhibits

Exhibit Number

Description

99(a)(1)(i)

Offer to Purchase, dated October 14, 2009.

99(a)(1)(ii)

Letter of Transmittal (including Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).

99(a)(1)(iii)

Notice of Guaranteed Delivery.

99(a)(1)(iv)

Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.

99(a)(1)(v)

Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.

99(a)(1)(vi)*

Supplement to Offer to Purchase, dated November 9, 2009.

99(a)(5)(i)

Press Release, dated October 14, 2009.

99(a)(5)(ii)*

Press Release, dated November 9, 2009.

99(d)(1)

Indenture, dated as of September 30, 2003, between the Company and American Stock Transfer & Trust Company (previously filed on December 24, 2003 as an exhibit to the Company’s Registration Statement on Form S-3 (File No. 333-111567) and incorporated herein by reference).

99(d)(2)

First Supplemental Indenture, dated as of March 31, 2006, between the Company and American Stock Transfer & Trust Company (previously filed as an exhibit to the Company’s Current Report on Form 8-K, dated March 31, 2006, and incorporated herein by reference).

99(d)(3)

Registration Rights Agreement, dated as of September 30, 2003, between the Company, Bear Stearns & Co. Inc., CIBC World Markets Corp. and U.S. Bancorp Piper Jaffray Inc. (previously filed on December 24, 2003 as an exhibit to the Company’s Registration Statement on Form S-3 (File No. 333-111567) and incorporated herein by reference).

* Filed herewith.

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EX-99.A.1.VI

Exhibit 99 (a)(1)(vi)

Supplement to

Offer to Purchase for Cash

dated October 14, 2009

by

                                        

of

Up to $65,000,000 Aggregate Principal Amount

of its Outstanding

2.875% Senior Subordinated Convertible Notes due 2010

at a Purchase Price Not Greater than $1000.00

Nor Less than $982.50

Per $1,000 Principal Amount,

Plus Accrued and Unpaid Interest Thereon

THE OFFER, PRORATION PERIOD AND

WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,

NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 24, 2009,

UNLESS THE OFFER IS EXTENDED.

Par Pharmaceutical Companies, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”), hereby amends and supplements its offer to purchase for cash up to $65,000,000 aggregate principal amount of our outstanding 2.875% Senior Subordinated Convertible Notes due September 30, 2010 (the “Notes”), upon the terms and conditions set forth in the Offer to Purchase, dated October 14, 2009 (as amended and supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery”), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (the “Letter to Brokers”), and the Letter to Clients (the “Letter to Clients”, collectively with the Offer to Purchase, t he Letter of Transmittal, the Notice of Guaranteed Delivery and the Letter to Brokers, the “Tender Offer Documents”).  This supplement to the Offer to Purchase shall be referred to as the “Supplement.” Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

The Offer to Purchase is hereby revised as follows:

Incorporation of Documents by Reference

The section captioned “Incorporation of Documents by Reference” of the Offer to Purchase is hereby amended to add the following after the last bullet point on page v:

“●

our quarterly report on Form 10-Q for the fiscal quarter ended October 3, 2009, filed with the SEC on November 6, 2009.”

Forward-Looking Statements

The section captioned “Forward-Looking Statements” of the Offer to Purchase is hereby amended by deleting the final sentence of this section on page v in its entirety, and replacing it with the following:

“Any forward-looking statements included in this Offer are made as of the date hereof only, based on information available to the Company as of the date hereof, and, subject to any applicable law to the contrary, the Company assumes no obligation to update any forward-looking statements.”

Terms of the Offer

Section 3 captioned “Terms of the Offer” of the Offer to Purchase is hereby amended to remove the first paragraph of the subsection captioned “Offer and Purchase Price” on page 8 in its entirety, and replace it with the following:

“Upon the terms and subject to the conditions of the Offer (including the Supplement or any other amendment or supplement to the Offer to Purchase), we are offering to purchase for cash up to $65,000,000 aggregate principal amount of our outstanding Notes at a price not greater than $1,000.00 nor less than $982.50 per $1,000 principal amount, plus accrued and unpaid interest thereon up to, but not including, the date of purchase.”

Section 3 captioned “Terms of the Offer” of the Offer to Purchase is hereby amended to remove the first sentence of the subsection “Expiration of the Offer” on page 10 in its entirety, and replace it with the following:

“The Offer will expire at 12:00 midnight, New York City time, on Tuesday, November 24, 2009, unless extended by us.”

Conditions of the Offer

Section 10 captioned “Conditions of the Offer” of the Offer to Purchase is hereby amended by deleting the phrase “otherwise relates in any manner to the offer” from the first sub-bullet point in this section on page 19.

Tender Offer Documents

The Tender Offer Documents are hereby amended to remove all references to “$990.00” in their entirety, and replace each such reference with “$1,000.00.”  

The Tender Offer Documents are hereby amended to remove all references to “November 11” in their entirety, and replace each such reference with “November 24.”

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EX-99.A.5.II

Exhibit 99 (a)(5)(ii)

Contact:

Allison Wey

Par Pharmaceutical Companies, Inc.

(201) 802-4000

Par Pharmaceutical Announces Extension and Increase in Maximum Purchase Price for

“Modified Dutch Auction” Tender Offer to Purchase up to $65,000,000 Aggregate Principal

Amount of its Currently Outstanding 2.875% Senior Subordinated Convertible Notes due 2010

Woodcliff Lake, New Jersey, November 9, 2009 — Par Pharmaceutical Companies, Inc. (NYSE: PRX) today announced that it has extended the expiration date and increased the purchase price of its previously announced “Modified Dutch Auction” tender offer, in which Par is offering to purchase, for cash, up to $65,000,000 aggregate principal amount, or up to approximately 82.7%, of its outstanding 2.875% Senior Subordinated Convertible Notes due 2010.

The price for the offer to purchase the convertible notes includes accrued and unpaid interest thereon up to, but not including, the date of purchase of the convertible notes, and has increased from a price (in multiples of $0.50 per $1,000 principal amount) not greater than $990.00 nor less than $982.50 per $1,000 principal amount to a price not greater than $1,000.00 nor less than $982.50 per $1,000 principal amount.

The deadline for tendering convertible notes in the offering has been extended from 12:00 midnight, New York City time, on Wednesday, November 11, 2009, to 12:00 midnight, New York City time, on Tuesday, November 24, 2009, unless further extended.

The Company has been advised that as of 5:00 p.m., New York City time, on November 6, 2009, approximately $4,345,000 of the convertible notes had been tendered in the Offer.

About Par Pharmaceutical

Par Pharmaceutical Companies, Inc. develops, manufactures and markets generic drugs and innovative branded pharmaceuticals for specialty markets.  For press releases and other company information, visit www.parpharm.com.

Tender Offer Statement

This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell any securities. The full details of the tender offer, including complete instructions on how to tender the convertible notes, are included in the offer to purchase (as supplemented and amended), the letter of transmittal and related materials. Holders of convertible notes should read carefully the offer to purchase, the letter of transmittal and other related materials when they are available because they will contain important information. Holders of

convertible notes may obtain free copies of the offer to purchase, the letter of transmittal and other related materials when filed with the SEC at the SEC’s website at www.sec.gov. Holders may also obtain a copy of these documents, free of charge, from Georgeson Inc., the information agent for the tender offer.

Forward-Looking Statements

This press release also contains “forward-looking statements” that are based on current expectations, estimates, beliefs, assumptions and projections about our business.  To the extent any statements made in this news release contain information that is not historical, these statements are essentially forward-looking and, as such, are subject to known and unknown risks, uncertainties and contingencies, many of which are beyond the control of the Company, which could cause actual results and outcomes to differ materially from those expressed herein.  Risk factors that might affect such forward-looking statements include those set forth in our Schedule TO filed with the SEC on October 14, 2009 (as amended by Amendment No. 1 to Schedule TO filed with the SEC today), in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, in Item 1A of the Company’s subsequent Quarterly Reports on Form 10-Q, in other of the Company’s filings with the SEC from time to time, including Current Reports on Form 8-K, and on general industry and economic conditions.  Any forward-looking statements included in this news release are made as of the date hereof only, based on information available to the Company as of the date hereof, and, subject to any applicable law to the contrary, the Company assumes no obligation to update any forward-looking statements.

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