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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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SCHEIN PHARMACEUTICAL, INC.
(NAME OF SUBJECT COMPANY)
SCHEIN PHARMACEUTICAL, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
806416103
(CUSIP NUMBER OF COMMON STOCK)
MARTIN SPERBER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
SCHEIN PHARMACEUTICAL, INC.
100 CAMPUS DRIVE
FLORHAM PARK, NJ 07932
(973) 593-5500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH A COPY TO
RICHARD L. GOLDBERG, ESQ.
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 969-3000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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AMENDMENT
This Amendment No. 1 is filed to add Exhibits (a)(5), (a)(6) and (a)(7) to
the list of exhibits in Item 9 and to amend Item 8.
ITEM 8. ADDITIONAL INFORMATION
The waiting period under the HSR Act with respect to the Offer has expired
without a second request for additional information.
ITEM 9. EXHIBITS
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<CAPTION>
EXHIBIT DESCRIPTION
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(a)(1)+ Letter to Stockholders of the Company, dated June 6, 2000.
(a)(2)+ Opinion of CIBC World Markets Corp., dated May 24, 2000
(included as Annex A to this Statement).
(a)(3)+ Joint Press Release issued by Parent and the Company on May
25, 2000 (incorporated by reference to Exhibit 99.1 of the
Form 8-K filed by Schein Pharmaceutical, Inc. with the
Securities and Exchange Commission on May 31, 2000).
(a)(4)+ Offer to Purchase, dated June 6, 2000 (incorporated by
reference to Exhibit (a)(1)A) to the Schedule TO).
(a)(5)* Confidential Instructions from ChaseMellon Shareholder
Services LLC for Offer to Purchase for Cash All Outstanding
Shares of Common Stock of Schein Pharmaceutical, Inc.
pertaining to Common Stock of the Company purchased under
the Company's benefit plans.
(a)(6)* Memorandum, dated June 19, 2000, to Holders of Stock Options
granted under the Company's 1993, 1997 and 1999 Stock Option
Plans from Oliver Esman regarding election to exercise stock
options.
(a)(7)* Memorandum, dated June 19, 2000, to Non-Employee Directors
of the Company from Oliver Esman regarding election to
exercise stock options granted under the Company's 1995
Stock Option Plan.
(e)(1)+ Agreement and Plan of Merger, dated as of May 24, 2000,
among Parent, the Purchaser and the Company (incorporated by
reference to Exhibit 99.2 of the Form 8-K filed by Schein
Pharmaceutical, Inc. with the Securities and Exchange
Commission on May 31, 2000).
(e)(2)+ The Information Statement of the Company, dated June 6, 2000
(included as Annex B to this Statement).
(e)(3)+ Form of Stockholder Agreement, dated as of May 24, 2000,
between Parent and each of the following: Bayer Corporation,
Marvin H. Schein and Pamela 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).
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+ Filed previously.
* Filed herewith.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
SCHEIN PHARMACEUTICAL, INC.
/s/ Martin Sperber
Martin Sperber
Chairman of the Board and
Chief Executive Officer
Dated: June 22, 2000
