<PAGE> 1
Filed by King Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities and Exchange Act of 1933
Commission File No.: 001-15875
Subject Company: JONES PHARMA INCORPORATED
THE FOLLOWING PRESS RELEASE WAS DISSEMINATED BY KING PHARMACEUTICALS, INC. AND
JONES PHARMA INCORPORATED ON AUGUST 3, 2000.
<PAGE> 2
N E W S R E L E A S E
[KING PHARMACEUTICALS LOGO]
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
KING PHARMACEUTICALS AND JONES PHARMA INCORPORATED
SCHEDULE SPECIAL SHAREHOLDER MEETINGS FOR AUGUST 31, 2000
BRISTOL, TENNESSEE and ST. LOUIS, MISSOURI, August 3, 2000 - King
Pharmaceuticals, Inc. (NYSE:KG) and Jones Pharma Incorporated (NASDAQ:JMED)
announced today that each company has scheduled a special meeting of
shareholders related to the previously announced merger of the two companies in
a stock-for-stock transaction. The record date is August 10, 2000, for
determining shareholders eligible to vote at both King's and Jones' special
meeting of shareholders.
King will hold its special meeting of shareholders at 10:00 a.m. on Thursday,
August 31, 2000, at The New York Palace Hotel, 455 Madison Avenue, New York, New
York.
Jones' special meeting of shareholders will be held at 10:00 a.m. on Thursday,
August 31, 2000, at The St. Regis Hotel, 2 East 55th Street, New York, New York.
The merger represents the combination of two premier specialty pharmaceutical
companies and results in a company with a diversified therapeutic portfolio of
branded prescription pharmaceutical products. Under the terms of the agreement,
which has been approved by the boards of directors of both companies, holders of
Jones common stock will be entitled to receive 1.125 shares of King common stock
in exchange for each share of Jones common stock. The transaction is expected to
be accounted for as a tax-free pooling of interests transaction. Closing of the
transaction is subject to approval by the holders of a majority of the
outstanding common stock of King and Jones, appropriate governmental approval,
and other customary conditions.
John M. Gregory, Chairman and Chief Executive Officer of King, stated, "We
continue to move forward toward completion of our proposed merger with Jones
which we believe is a beneficial transaction for the shareholders of both
companies. The proposed merger will provide King with a more diversified
portfolio of branded pharmaceutical products with growth potential and a
combined sales force of over 400 representatives providing potential synergies
in the expanded marketing of our products." Mr. Gregory added, "Moreover, Jones
continues its successful track record of revenue and earnings growth as
evidenced by Jones' recently reported 77% increase in diluted earnings per share
to 30 cents and 65% increase in sales revenue to $51.6 million for the second
quarter of 2000, as compared to the second quarter of 1999."
Jones Pharma Incorporated, founded in 1981, is an emerging specialty
pharmaceutical company with a national sales force of 123 dedicated sales
representatives who promote Jones' products throughout the United States. Jones'
strategy has been to build a portfolio of growing products
(MORE)
<PAGE> 3
through the acquisition of under-promoted, promotion sensitive FDA approved
products from other pharmaceutical companies. About half of Jones' sales are
generated by the thyroid-disorder drugs Levoxyl(R), Tapazole(R), Triostat(R),
and Cytomel(R). Jones' other products include Thrombin-JMI(R) for controlling
blood loss during surgery; Brevital Sodium(R), an anesthetic; and veterinary
pharmaceuticals, Soloxine(R), Tussigon(R), and Pancrezyme(R). In early 2000,
Jones' 574% ten-year sales growth and 1,633% ten-year earnings growth were
recognized by the Wall Street Journal's Fifth Annual Shareholder Scoreboard.
Jones was ranked number one in ten-year shareholder return when compared to its
peers within the pharmaceutical sector. When compared to America's top 1,000
companies in 76 industries, Jones Pharma was ranked 23rd in five-year
shareholder return. In addition, Jones was named by Forbes in November 1999 as
one of the "200 Best Small Companies in America" for seven of the last ten
years.
King, headquartered in Bristol, Tennessee, is a vertically integrated
pharmaceutical company that manufactures, markets, and sells primarily branded
prescription pharmaceutical products. King seeks to capitalize on niche
opportunities in the pharmaceutical industry created by cost containment
initiatives and consolidation among large global pharmaceutical companies.
King's strategy is to acquire branded pharmaceutical products and to increase
their sales by focused promotion and marketing and through product life cycle
management.
This release may contain forward-looking statements which reflect management's
current views of future events and operations. These forward-looking statements
involve certain significant risks and uncertainties, and actual results may
differ materially from the forward-looking statements. Some important factors
which may cause results to differ include: the ability of King and Jones to
consummate the contemplated merger described above, including approval by the
shareholders of both King and Jones, management of King's growth and integration
of its acquisitions, specifically including, but not limited to, the
contemplated merger, the ability of King to realize potential synergies from the
contemplated merger, significant leverage and debt service requirements of King,
dependence on King's ability to continue to acquire branded products, dependence
on sales of King's products, the high cost and uncertainty of research, clinical
trials, and other development activities involving pharmaceutical products, and
the unpredictability of the duration and results of the U.S. Food and Drug
Administration's review of New Drug Applications and other filings and/or the
review of other regulatory agencies worldwide. Other important factors which may
cause results to differ materially from the forward-looking statements are
discussed in various sections of King's and Jones' latest Form 10-K and other
filings with the Securities and Exchange Commission, including King's Form S-4
as filed with the Securities and Exchange Commission on July 28, 2000. King does
not undertake to publicly update or revise any of its forward-looking statements
even if experience or future changes show that the indicated results or events
will not be realized.
# # #
Contacts:
KING: Kyle P. Macione, Executive Vice President, Corporate Affairs
423-989-8077
JONES: Michael T. Bramblett, Executive Vice President
314-576-6100
EXECUTIVE OFFICES
KING PHARMACEUTICALS - 501 FIFTH STREET, BRISTOL, TENNESSEE 37620
<PAGE> 4
* * * * * * *
This document is being filed pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act
of 1934. This document does not constitute an offer or sale of securities.
Shareholders of King and other investors are urged to read the joint proxy
statement/prospectus which is included in the registration statement on Form S-4
(Registration No. 333-42568) which was filed by King on July 28, 2000 in
connection with the merger because it contains important information. This
document is available free of charge on the Securities and Exchange Commission's
website at www.sec.gov and from King by mail to King Pharmaceuticals, Inc., 501
Fifth Street, Bristol, Tennessee 37620, Attention: Investor Relations, Telephone
(423) 989-8000.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
King filed a registration statement on Form S-4 with the SEC in connection with
the merger on July 28, 2000 (Registration No. 333-42568), and Jones and King
expect to mail a joint proxy statement/prospectus to shareholders of Jones and
King containing information about the merger. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ CAREFULLY THE REGISTRATION STATEMENT CONTAINING THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY ARE AVAILABLE. The registration statement and the joint proxy
statement/prospectus contain important information about Jones, King, the
merger, the persons soliciting proxies relating to the merger, their interests
in the merger, and related matters. Investors and security holders will be able
to obtain free copies of these documents through the website maintained by the
U.S. Securities and Exchange Commission at http://www.sec.gov. Free copies of
the joint proxy statement/prospectus and these other documents may also be
obtained from King by mail to King Pharmaceuticals, Inc., 501 Fifth Street,
Bristol, Tennessee 37620, Attention: Investor Relations, Telephone (423)
989-8023. READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER.
In addition to the registration statement and the joint proxy
statement/prospectus, King and Jones file annual, quarterly and special reports,
proxy statements and other information with the commission. You may read and
copy any reports,
<PAGE> 5
statements or other information filed by King or Jones at the SEC Public
Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of
the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. King's and Jones' filings with the commission are also
available to the public from commercial document retrieval services and at the
website maintained by the SEC at http://www.sec.gov.
King, its directors, executive officers and certain other members of management
and employees may be soliciting proxies from King shareholders in favor of the
merger. Information concerning the participants in the solicitation is set forth
in the registration statement on Form S-4 filed with the SEC on July 28, 2000
(Registration No. 333-42568).
Jones, its directors, executive officers and certain other members of management
and employees may be soliciting proxies from Jones shareholders in favor of the
merger. Information concerning the participants in the solicitation is set forth
in the registration statement on Form S-4 filed with the SEC on July 28, 2000
(Registration No. 333-42568).
