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Filed by Watson Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Watson Pharmaceuticals, Inc. Commission File No: 0-20045
SOURCE: WATSON PHARMACEUTICALS, INC.
Wednesday, July 12, 2000
Employee Memorandum
MEMORANDUM
DATE: JULY 12, 2000
TO: ALL SCHEIN AND WATSON EMPLOYEES
FROM: ALLEN CHAO, PH.D.,
CHAIRMAN AND CEO
RE: COMPANY MANAGEMENT CHANGES
Following Watson's completion of its tender offer and purchase of approximately
77% of the outstanding shares of Schein, I, along with other members of Watson's
senior management team, met with Schein senior management members to announce
limited reductions in Schein's senior management staff. These reductions were at
the corporate headquarters location only and were the result of position
duplications stemming from our combination of companies.
Martin Sperber, Schein's Chairman and CEO, will step down from his position,
retiring from the pharmaceutical organization he led for many years and helped
take public in 1998. I will assume Martin's position as Chairman, CEO and
President of Schein, effective July 17, 2000.
Other Schein management members who were released during this reduction were:
Dariush Ashrafi, President; Stephen Basile, SVP/Sales and Marketing; Oliver
Esman, SVP/Human Resources; Paul Feuerman, Executive VP/General Counsel; George
Hvidsten, VP/Information Systems; Paul Kleutghen, SVP/Strategic Development;
and, Adam Levitt, SVP/Brand Products Group.
Replacing Schein senior management is: Michael Boxer, Finance; Charles Ebert,
Ph.D., Research and Development; Rob Funsten, Legal; David Lawrence, Business
Development; Susan Skara, Human Resources; Sharon Solomon, Information Systems;
and Fred Wilkinson, Sales & Marketing and Operations.
Over the next several weeks, Watson management will assess all Schein operations
- along with Schein Transition Team members - to determine ways to improve our
overall efficiencies. We will communicate promptly when decisions are finalized.
Thank you for your continued patience, support and hard work as we progress
together with this transaction.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
Watson plans to file a registration statement on SEC Form S-4 in connection with
the merger. Watson and Schein expect to mail a proxy statement/prospectus to
stockholders of Schein containing information about the merger. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE. THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION
ABOUT SCHEIN, WATSON, THE MERGER AND RELATED MATTERS. INVESTORS AND SECURITY
HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THESE DOCUMENTS THROUGH THE WEB
SITE MAINTAINED BY THE SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV.
FREE COPIES OF THE PROXY STATEMENT/PROSPECTUS AND THESE OTHER DOCUMENTS MAY ALSO
BE OBTAINED FROM WATSON BY DIRECTING A REQUEST THROUGH THE INVESTOR RELATIONS
PHONE LINE AT 909-270-1400, EXTENSION 4153; BY MAIL TO WATSON PHARMACEUTICALS,
INC., ATTENTION: INVESTOR RELATIONS DEPARTMENT, 311 BONNIE CIRCLE, CORONA,
CALIFORNIA 92880, FROM SCHEIN THROUGH THE INVESTOR RELATIONS PHONE LINE AT
973-593-5535 OR BY MAIL TO SCHEIN PHARMACEUTICAL, INC., ATTENTION: INVESTOR
RELATIONS, 100 CAMPUS DRIVE, FLORHAM PARK, NEW JERSEY, 07932.
In addition to the registration statement and the proxy statement/prospectus,
Watson and Schein each file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information filed by
Watson or Schein at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the Commission's other public reference
rooms in New York, New York and Chicago, Illinois. Please call the Commission at
800-SEC-0330 for further information on the public reference rooms. Schein's and
Watson's filings with the Commission are also available to the public from
commercial document-retrieval services and at the web site maintained by the
Commission at http://www.sec.gov.
SOLICITATION OF PROXIES; INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION
WATSON, SCHEIN, THEIR RESPECTIVE DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN OTHER
MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE SOLICITING PROXIES FROM SCHEIN
STOCKHOLDERS IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT. A DESCRIPTION OF
ANY INTERESTS THAT SCHEIN'S DIRECTORS AND EXECUTIVE OFFICERS HAVE IN THE MERGER
WILL BE AVAILABLE IN THE PROXY STATEMENT/PROSPECTUS.
FORWARD LOOKING INFORMATION
THIS DOCUMENT CONTAINS CERTAIN STATEMENTS OF A FORWARD-LOOKING NATURE RELATING
TO FUTURE EVENTS OR FUTURE BUSINESS PERFORMANCE. ANY SUCH STATEMENTS THAT REFER
TO WATSON'S OR SCHEIN'S ESTIMATED OR ANTICIPATED FUTURE RESULTS, PRODUCT
DEVELOPMENT EFFORTS OR PERFORMANCE OR OTHER NON-HISTORICAL FACTS ARE
FORWARD-LOOKING AND REFLECT EACH COMPANY'S CURRENT PERSPECTIVE OF EXISTING
TRENDS AND INFORMATION. SUCH FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS,
STATEMENTS REGARDING THE CONSUMMATION OF THE ACQUISITION OF SCHEIN BY WATSON AND
THE FUTURE GROWTH, IMPACT AND SUCCESS OF THE COMBINED COMPANY, INCLUDING
EXPECTATIONS REGARDING FINANCIAL PERFORMANCE, PRODUCT DEVELOPMENT EFFORTS AND
THE SUCCESSFUL INTEGRATION OF THE
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TWO BUSINESSES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES
THAT CANNOT BE PREDICTED OR QUANTIFIED AND, CONSEQUENTLY, ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH STATEMENTS. SUCH RISKS
AND UNCERTAINTIES INCLUDE, AMONG OTHERS, RISKS RELATED TO THE CONSUMMATION OF
THE ACQUISITION, INCLUDING RISKS ASSOCIATED WITH THE INTEGRATION OF THE WATSON
AND SCHEIN BUSINESSES AFTER CONSUMMATION OF THE PROPOSED ACQUISITION, INCLUDING
THE POSSIBLE INABILITY TO SUCCESSFULLY INTEGRATE THESE BUSINESSES ON A COST
EFFECTIVE AND TIMELY BASIS, THE POSSIBLE INABILITY TO OBTAIN ON A TIMELY BASIS
ANY REGULATORY OR THIRD PARTY APPROVALS NECESSARY TO SUCCESSFULLY IMPLEMENT THE
COMBINED COMPANY'S INTEGRATION PLANS OR THE POSSIBLE INABILITY TO TIMELY MAKE
CHANGES ON COMMERCIALLY ADVANTAGEOUS TERMS TO SCHEIN'S BUSINESS, AND SUCH OTHER
RISKS AND UNCERTAINTIES DETAILED IN WATSON'S AND SCHEIN'S MOST RECENT FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING EACH COMPANY'S ANNUAL
REPORT AND FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 AND FORM 10-Q FOR THE
QUARTER ENDED MARCH 31, 2000.
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