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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 20, 2000
Date of Report (Date of earliest event reported)
DURA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-19809 95-3645543
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
7475 Lusk Boulevard, San Diego, California 92121
(Address of principal executive offices)
(858) 457-2553
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. OTHER MATTERS
The Registrant completed a tender offer (the "Offer") and consent
solicitation with respect to its 3 1/2% Convertible Subordinated Notes due 2002
(the "Notes"). As of 5:00 p.m., New York City time, on December 20, 2000, the
expiration date of the Offer, approximately $223,274,000 in aggregate principal
amount of the Notes had been tendered and consents relating to $217,653,000 in
aggregate principal amount of the Notes were delivered. The Registrant has
accepted for payment all Notes validly tendered and not properly withdrawn
pursuant to the Offer. A supplemental indenture to the Indenture governing the
Notes is attached hereto as Exhibit 4.4.
Item 7. Exhibits.
(c) Exhibits:
Exhibit No. Description
4.1 Indenture, including form of Note, dated July 30, 1997, between
the Registrant and Chase Manhattan Bank and Trust Company,
National Association (formerly known as Chase Trust Company of
California), as trustee, with respect to the Notes (the
"Indenture") (incorporated by reference to Exhibit 4.1 to the
Registrant's Form 10-Q for the quarter ended September 30, 1997).
4.2 Form of Note (included in Exhibit 4.1).
4.3 Supplemental Indenture No. 1 to the Indenture, dated November 9,
2000 (incorporated by reference to the Registrant's form
8-A12G/A, filed with the Securities and Exchange Commission on
November 9, 2000).
4.4* Supplemental Indenture No. 2 to the Indenture, dated December 20,
2000.
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* Filed herewith.
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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 thereunto duly authorized.
Dated: December 21, 2000
DURA PHARMACEUTICALS, INC.
By: /s/ Mitchell R. Woodbury
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Mitchell R. Woodbury
Senior Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
4.1 Indenture, including form of Note, dated July 30, 1997,
between the Registrant and Chase Manhattan Bank and Trust
Company, National Association (formerly known as Chase Trust
Company of California), as trustee, with respect to the
Notes (the "Indenture") (incorporated by reference to
Exhibit 4.1 to the Registrant's Form 10-Q for the quarter
ended September 30, 1997).
4.2 Form of Note (included in Exhibit 4.1).
4.3 Supplemental Indenture No. 1 to the Indenture, dated
November 9, 2000 (incorporated by reference to the
Registrant's form 8-A12G/A, filed with the Securities and
Exchange Commission on November 9, 2000).
4.4* Supplemental Indenture No. 2 to the Indenture, dated
December 20, 2000.
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* Filed herewith.
