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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2000
JONES PHARMA INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-15098 43-1229854
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1945 CRAIG ROAD, ST. LOUIS, MO 63146
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 576-6100
JONES MEDICAL INDUSTRIES, INC.
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On July 13, 2000, JONES PHARMA INCORPORATED, a Delaware corporation
(the "Registrant"), announced the signing of a definitive agreement with King
Pharmaceuticals, Inc., a Tennessee corporation ("King"), and Spirit Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of King ("Merger
Sub"), pursuant to which Merger Sub will be merged with and into the Registrant
(the "Merger") at the effective time of the Merger, and the Registrant will
become a wholly owned subsidiary of King. At the effective time of the Merger,
each outstanding share of common stock of the Registrant will be converted into
the right to receive 1.125 shares of common stock of King.
The Merger is intended to be a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, and is intended to be accounted for
as a pooling-of-interests. The parties expect the closing to occur on August 31,
2000 or as soon as practicable thereafter upon satisfaction or waiver of all
closing conditions including, without limitation, approval of the Merger by the
stockholders of each of the Registrant and King, the expiration or termination
of the applicable waiting period under Section 7A of the Clayton Act, 15 U.S.C.
Section 18a, as added by Section 301 of the Hart-Scott-Rodino Antirust
Improvements Act of 1976, other regulatory approvals and other closing
conditions.
A press release relating to the announcement of the Merger was issued
by both the Registrant and King on July 13, 2000.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits.
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Exhibit No. Exhibit
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99.1 Registrant's Press Release announcing the signing of a
definitive agreement regarding the Merger dated July 13, 2000.
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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.
JONES PHARMA INCORPORATED
By: /s/Dennis M. Jones
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Name: Dennis M. Jones
Title: President
Date: July 17, 2000
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