<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
---
Medco Research, Inc.
-----------------------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------------------
(Title of Class of Securities)
584059109
----------------------------
(CUSIP Number)
Judith A. Manion, One Mellon Bank Center, Pittsburgh, PA 15228 (412) 236-1985
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 3, 2000
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f), 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-7(b) 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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE> 2
CUSIP NO. 584059109
---------
13D
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
State of Wisconsin Investment Board
39-6006423
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)_____
Not Applicable (b)_____
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 Source Of Funds*
OO
________________________________________________________________________________
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e): |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Madison, Wisconsin
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,214,700
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY Not Applicable
EACH
REPORTING _________________________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,214,700
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
Not Applicable
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,700 See Item 5
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * Not Applicable
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.60% See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON *
EP (Public Pension Fund)
________________________________________________________________________________
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
(a) Medco Research, Inc. Common Stock
(b) Medco Research, Inc.
(c) 85 TW Alexander Drive, P.O. Box 13886, Ste. 308
Research Triangle PA, NC 27709
ITEM 2. IDENTITY AND BACKGROUND
(a) State of Wisconsin Investment Board
(b) P.O. Box 7842
Madison, WI 53707
(c) Wisconsin State Agency
(d) None of the Reporting Persons has been convicted in a criminal
proceeding in the past five years (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, none of the Reporting Persons was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
THIS STATEMENT IS FILED PURSUANT TO 13d-1(a) OR 13d-2(a) AND THE STATE
OF WISCONSIN INVESTMENT BOARD IS A GOVERNMENT AGENCY WHICH MANAGES
PUBLIC PENSION FUNDS SUBJECT TO PROVISIONS COMPARABLE TO ERISA.
The State of Wisconsin Investment Board ("SWIB") is the beneficial
owner of 1,214,700 shares of Common Stock. The aggregate purchase price
of such shares was $23,535,749.66 and was paid out of Wisconsin
Retirement System ("WRS") public pension trust funds managed by SWIB.
ITEM 4. PURPOSE OF TRANSACTION
SWIB is amending the 13D filing to include additional materials used in
course of conducting a shareholder solicitation challenging the
proposed merger between Medco Research Inc. and King Pharmaceuticals.
As stated in the original 13D filing, SWIB has filed a complaint in the
Court of Chancery in the State of Delaware to enjoin the meeting.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) See cover page
(b) See cover page
(c) Transactions completed within last 60 days:
(1) SWIB
(2) December 7, 1999
(3) 6,642 shares and 1,658 shares
(4) $27.45 per share
(5) Normal transaction on New York Stock Exchange brokered
through Bridge Trading, St. Louis, MO.
(d) Not applicable
(e) Not applicable
ITEM 6. NOT APPLICABLE
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1: Solicitation Letter
SIGNATURE
After reasonable inquiry to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 4, 2000
----------------
Date
/S/ George Natzke
-------------------
Signature
George Natzke, Chief Financial Officer
--------------------------------------
Name/Title
<PAGE> 4
Exhibit 1
STATE OF WISCONSIN INVESTMENT BOARD
MAILING ADDRESS: 121 EAST WILSON ST.
P.O. BOX 7842 MADISON, WI 53702
MADISON, WI 53707 (608) 286-2381
February 3, 2000
Dear Medco Research, Inc. Shareholder:
YOU'RE ONLY GETTING $27.85, NOT $34... AND FALLING?
That's right, this deal is getting worse. As of today, the 18th trading day of
the 20 day pricing period, your shares of Medco are worth $27.85. Here's how it
works...
o King's price as of the close of business on Thursday, February 3rd is $47.50;
o King's 18 day average close is $57.99;
o Based on this average you would get 0.5863 shares of King per each Medco
share ($34/57.99);
o Your 0.5863 shares of King would be worth $27.85 (0.5863 x $47.50).
As King stock falls, the value of your Medco investment falls.
WHY ISN'T THERE ANOTHER OFFER ON THE TABLE?
The deal structure of King's offer for Medco impedes other offers.
o Medco entered an option agreement, the primary purpose of which was to
prevent any other suitor from using "pooling of interest" accounting
treatment. Inability to use "pooling of interest" accounting treatment
effectively kills most any other deal;
o There is a $12 million breakup fee;
o Medco must have $50 million in cash and marketable securities to close this
deal.
ESTABLISH A COMMITTEE TO VET OTHER OFFERS...
When shareholders vote down the King merger, SWIB will seek to establish a
committee consisting of an investment banker and independent directors
empowered to review any potential offers for the sale of Medco Research or to
otherwise maximize shareholder value.
VOTE AGAINST A BAD DEAL, VOTE AGAINST THE KING MERGER!
Protect the value of your investment in Medco Research, call your custodian
bank or brokerage firm and assure that your shares are voting AGAINST proposal
#1, the merger.
For additional information, please contact:
Garland Associates, Inc. Ms. Sandi Nicolai
Proxy Solicitors or SWIB Proxy Administrator
Telephone: 212-866-0095 Telephone: 608-267-0882
