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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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SCHEIN PHARMACEUTICAL, INC.
(Name of Subject Company)
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WS ACQUISITION CORP.
WATSON PHARMACEUTICALS, INC.
(Name of Filing Persons -- Offerors)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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806416103
(CUSIP Number of Class of Securities)
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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)
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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
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<TABLE>
<CAPTION>
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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<S> <C>
$ 644,197,788 $128,839.56
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</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.
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CUSIP NO. 806416103 Page 2 of 8 pages
SCHEDULE 14D-1
[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: [ ]
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This Amendment No. 2 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, as amended on June 21, 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").
ITEM 4: TERMS OF THE TRANSACTION
Item 4 is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on Monday, July 3,
2000, and was not extended. Approximately 24,566,000 Shares, comprising
approximately 74.4% of the total outstanding stock of the Company, were validly
tendered and not withdrawn prior to the expiration of the Offer.
On July 5, 2000, Watson issued a press release announcing the expiration of
the Offer, a copy of which is filed as Exhibit (a)(1)(J) to this Amendment No. 2
and is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented as follows:
On July 5, 2000, Purchaser issued the press release contained in Exhibit
(a)(1)(J) hereto. The information set forth in the press release is incorporated
herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(J) Press Release dated July 5, 2000 titled "Watson Pharmaceuticals, Inc.
Announces Expiration of Its Tender Offer for Schein Pharmaceutical,
Inc."
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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: July 5, 2000
WATSON PHARMACEUTICALS, INC.
By: /s/ ROBERT C. FUNSTEN
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Name: Robert C. Funsten
Title: Senior Vice President, General
Counsel and Secretary
WS ACQUISITION CORP.
By: /s/ ROBERT C. FUNSTEN
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Name: Robert C. Funsten
Title: Secretary
