<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
SCHEIN PHARMACEUTICAL, INC.
(Name of Subject Company)
WS ACQUISITION CORP.
WATSON PHARMACEUTICALS, INC.
(Name of Filing Persons -- Offerors)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
806416103
(CUSIP Number of Class of Securities)
ROBERT C. FUNSTEN
WS ACQUISITION CORP.
C/O WATSON PHARMACEUTICALS, INC.
311 BONNIE CIRCLE
CORONA, CA 92880-2882
(909) 270-1400
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Bidder)
COPIES TO:
JAMES R. JONES
KEITH A. FLAUM
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306
(650) 843-5000
<TABLE>
<CAPTION>
CALCULATION OF FILING FEE
====================================================================================
TRANSACTION VALUATION AMOUNT OF FILING FEE
------------------------------------------------------------------------------------
<S> <C>
$ 644,197,788 $128,839.56
====================================================================================
</TABLE>
* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 33,035,784 shares of common stock, par value
$0.01 per share (the "Shares"), at a price per Share of $19.50 in cash.
Such number of Shares represents all of the Shares outstanding as of May
15, 2000.
<PAGE> 2
SCHEDULE 14D-1 Page 2 of 8
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: 128,839.56 Filing Party: WS Acquisition
Corp. and Watson
Pharmaceuticals, Inc.
Form or Registration No.: Schedule TO Date Filed: June 6, 2000
</TABLE>
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
<PAGE> 3
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by WS Acquisition Corp., a Delaware
corporation (the "Purchaser") and Watson Pharmaceuticals, Inc., a Nevada
corporation ("Parent"), on June 6, 2000, relating to the offer by the Purchaser
to purchase all of the issued and outstanding shares of common stock, par value
$0.01 per share (the "Shares"), of Schein Pharmaceutical, Inc., a Delaware
corporation (the "Company"), at a purchase price of $19.50 per Share, net to the
seller in cash, subject to applicable withholding of taxes, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated June 6, 2000 (the "Offer to Purchase"), and in the related Letter
of Transmittal (which, together with the Offer to Purchase, as amended or
supplemented from time to time, constitute the "Offer").
All of the information in the Offer to Purchase and the related Letter of
Transmittal, and any other supplement thereto related to the Offer hereafter
filed with the Securities and Exchange Commission by the Purchaser or Parent, is
hereby incorporated by reference in answer to Items 1 through 11 of this
Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented as follows:
On June 21, 2000, Purchaser issued the press release contained in Exhibit
(a)(1)(I) hereto. The information set forth in the press release is incorporated
herein by reference.
ITEM 12. EXHIBITS.
<TABLE>
<S> <C>
(a)(1)(I) Press Release dated June 21, 2000 titled "Watson Announces
Expiration of Hart-Scott Rodino Waiting Period for Schein
Pharmaceutical Acquisition."
(d)(3) Guaranty dated as of June 2, 2000 by Watson Pharmaceuticals, Inc. in
favor of Societe Generale.*
(d)(4) Put Agreement dated as of June 2, 2000 by and between Watson
Pharmaceuticals, Inc. and Societe Generale.*
</TABLE>
* These items were previously filed on the Schedule TO. This index is amended
to reflect the execution dates of Exhibits (d)(3) and (d)(4).
<PAGE> 4
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 21, 2000
WATSON PHARMACEUTICALS, INC.
By: /s/ Robert C. Funsten
--------------------------------
Name: Robert C. Funsten
Title: Senior Vice President,
General Counsel and Secretary
WS ACQUISITION CORP.
By: /s/ Robert C. Funsten
--------------------------------
Name: Robert C. Funsten
Title: Secretary
<PAGE> 5
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -------------------------------------------------------------------
(a)(1)(I) Press Release dated June 21, 2000 titled "Watson Announces
Expiration of Hart-Scott Rodino Waiting Period for Schein
Pharmaceutical Acquisition."
(d)(3) Guaranty dated as of June 2, 2000 by Watson Pharmaceuticals, Inc.
in favor of Societe Generale.*
(d)(4) Put Agreement dated as of June 2, 2000 by and between Watson
Pharmaceuticals, Inc. and Societe Generale.*
* These items were previously filed on the Schedule TO. This index is amended
to reflect the execution dates of Exhibits (d)(3) and (d)(4).
