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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$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 of Schein Pharmaceutical, Inc. (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
SCHEDULE TO
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.
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Amount Previously Paid: None Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
</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: [ ]
This Tender Offer Statement on Schedule TO relates to the third-party
tender offer by WS Acquisition Corp., a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of Watson Pharmaceuticals, Inc., a Nevada
corporation ("Parent"), 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"), a copy of which is attached hereto as Exhibit (a)(1)(A), and in
the related Letter of Transmittal (the "Letter of Transmittal"), a copy of which
is attached hereto as Exhibit (a)(1)(B) (which, together with the Offer to
Purchase, as amended or supplemented from time to time, constitute the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Schedule TO, except as otherwise set forth
below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Summary Term Sheet in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Schein Pharmaceutical, Inc. The
Company's executive offices are located at 100 Campus Drive, Florham Park, CA
07932.
(b) The class of securities to which this statement relates is the common
stock, par value $0.01 per share, of which 33,035,784 Shares were issued and
outstanding as of May 15, 2000. The information set forth on the cover page and
in the "Introduction" of the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in Section 6 ("Price Range of Shares;
Dividends") of the Offer to Purchase is incorporated herein by reference.
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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Tender Offer Statement is filed by Parent and the Purchaser. The
information set forth in Section 8 ("Certain Information Concerning the
Purchaser and Watson") of the Offer to Purchase and on Schedule I thereto is
incorporated herein by reference.
(b) The information set forth in Section 8 ("Certain Information Concerning
the Purchaser and Watson") of the Offer to Purchase and on Schedule I thereto is
incorporated herein by reference.
(c) The information set forth in Section 8 ("Certain Information Concerning
the Purchaser and Watson") of the Offer to Purchase and on Schedule I thereto is
incorporated herein by reference. During the last five years, none of Purchaser
or Parent or, to the best knowledge of the Purchaser or Parent, any of the
persons listed on Schedule I to the Offer to Purchase (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of such laws. All of the persons listed on Schedule I
to the Offer to Purchase are citizens of the United States.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase is incorporated herein
by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) During the past two years, there have been no transactions that would
be required to be disclosed under this Item 5(a) between any of the Purchaser or
Parent or, to the best knowledge of the Purchaser and Parent, any of the persons
listed on Schedule I to the Offer to Purchase, and the Company or any of its
executive officers, directors or affiliates.
(b) The information set forth in Section 11 ("Background of the Offer;
Contacts with Schein; the Merger Agreement; Stockholder Agreements") and Section
15 ("Certain Conditions of the Offer") of the Offer to Purchase is incorporated
herein by reference. Except as set forth in the Section 11 of the Offer to
Purchase, there have been no material contacts, negotiations or transactions
during the past two years which would be required to be disclosed under this
Item 5(b) between any of the Purchaser or Parent or any of their respective
subsidiaries or, to the best knowledge of the Purchaser and Parent, any of those
persons listed on Schedule I to the Offer to Purchase and the Company or its
affiliates concerning a merger, consolidation or acquisition, a tender offer or
other acquisition of securities, an election of directors or a sale or other
transfer of a material amount of assets.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1)-(c)(7) The information set forth in Section 11 ("Background of
the Offer; Contacts with Schein; The Merger Agreement; Stockholder Agreements"),
Section 12 ("Purpose of the Offer; Plans for Schein After the Offer and the
Merger") and Section 14 ("Effect of the Offer on the Market for Shares, Exchange
Listing and Exchange Act Registration") of the Offer to Purchase is incorporated
herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 10 ("Financing of the Offer and the
Merger") of the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Section 8 ("Certain Information Concerning the
Purchaser and Watson") of the Offer to Purchase is incorporated herein by
reference.
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ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in Section 17 ("Fees and Expenses") of the Offer
to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a)(1) Incorporated herein by reference to Item 8 ("Financial Statements
and Supplementary Data") of Parent's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999; see also Section 18 ("Miscellaneous") of the Offer
to Purchase, which provides for inspection and copying of certain information
related to the Offer.
(a)(2) Incorporated herein by reference to Part I ("Financial Information")
of Parent's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
see also Section 18 ("Miscellaneous") of the Offer to Purchase, which provides
for inspection and copying of certain information related to the Offer.
(a)(3), (a)(4) The information set forth in Section 8 ("Certain Information
Concerning the Purchaser and Watson") of the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in Section 9 ("Pro Forma Financial
Statements") of the Offer to Purchase is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in Section 11 ("Background of the Offer;
Contacts with Schein; The Merger Agreement; Stockholder Agreements"), Section 14
("Effect of the Offer on the Market for the Shares, Exchange Listing and
Exchange Act Registration") and Section 16 ("Certain Legal Matters and
Regulatory Approvals") of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
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(a)(1)(A) Offer to Purchase dated June 6, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter from the Dealer Manager to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Summary Advertisement as published on June 6, 2000.
(a)(1)(H) Press Release dated May 25, 2000 (incorporated by reference
to Exhibit 99.1 of the Form 8-K filed by Watson
Pharmaceuticals, Inc. with the Securities and Exchange
Commission on May 25, 2000).
(b) Commitment Letter executed May 25, 2000 by and among Watson
Pharmaceuticals, Inc., Societe Generale and S.G. Cowen
Securities Corporation.
(d)(1) Agreement and Plan of Merger dated as of May 24, 2000, by
and among Watson Pharmaceuticals, Inc., WS Acquisition Corp.
and Schein Pharmaceutical, Inc. (incorporated by reference
to Exhibit 99.1 of the Form 8-K filed by Watson
Pharmaceuticals, Inc. with the Securities and Exchange
Commission on May 31, 2000).
(d)(2) Form of Stockholder Agreement dated as of May 24, 2000 by
and among Watson Pharmaceuticals, Inc., WS Acquisition Corp.
and each of the following: Bayer Corporation, Marvin H.
Schein and Pamela M. Schein and related trusts (incorporated
by reference to Exhibit 99.2 of the Form 8-K filed by Watson
Pharmaceuticals, Inc. with the Securities and Exchange
Commission on May 31, 2000).
</TABLE>
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<TABLE>
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(d)(3) Guaranty dated as of June , 2000 by Watson
Pharmaceuticals, Inc. in favor of Societe Generale.
(d)(4) Put Agreement dated as of June , 2000 by and between
Watson Pharmaceuticals, Inc. and Societe Generale.
(g) None.
</TABLE>
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13e-3.
Not applicable.
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SIGNATURE
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.
WATSON PHARMACEUTICALS, INC.
By: /s/
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Name:
Title:
WS ACQUISITION CORP.
By: /s/
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Name:
Title:
Dated: June 6, 2000
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(1)(A) Offer to Purchase dated June 6, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter from the Dealer Manager to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Summary Advertisement as published on June 6, 2000.
(a)(1)(H) Press Release dated May 25, 2000 (incorporated by reference
to Exhibit 99.1 of the Form 8-K filed by Watson
Pharmaceuticals, Inc. with the Securities and Exchange
Commission on May 25, 2000).
(b) Commitment Letter executed May 25, 2000 by and among Watson
Pharmaceuticals, Inc., Societe Generale and S.G. Cowen
Securities Corporation.
(d)(1) Agreement and Plan of Merger dated as of May 24, 2000, by
and among Watson Pharmaceuticals, Inc., WS Acquisition Corp.
and Schein Pharmaceutical, Inc. (incorporated by reference
to Exhibit 99.1 of the Form 8-K filed by Watson
Pharmaceuticals, Inc. with the Securities and Exchange
Commission on May 31, 2000).
(d)(2) Form of Stockholder Agreement dated as of May 24, 2000 by
and among Watson Pharmaceuticals, Inc., WS Acquisition Corp.
and each of the following: Bayer Corporation, Marvin H.
Schein and Pamela M. Schein and related trusts (incorporated
by reference to Exhibit 99.2 of the Form 8-K filed by Watson
Pharmaceuticals, Inc. with the Securities and Exchange
Commission on May 31, 2000).
(d)(3) Guaranty dated as of June , 2000 by Watson
Pharmaceuticals, Inc. in favor of Societe Generale.
(d)(4) Put Agreement dated as of June , 2000 by and between
Watson Pharmaceuticals, Inc. and Societe Generale.
(g) None.
(h) None.
</TABLE>
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