2 3/4% Convertible Debentures due November 15, 2021 (Title of Class of Securities) |
495582AG3 (Registered) 495582AF5 (Restricted) (CUSIP Number of Class of Securities) |
Transaction Valuation* | Amount of Filing Fee** | |
$179,325,000 | $19,187.78 | |
* | Calculated solely for purposes of determining the filing fee. The transaction valuation upon which the filing fee was based was calculated as follows: The purchase price of the 2 3/4 % Convertible Debentures due November 15, 2021 (the Securities), as described herein, is $996.25 per $1,000 principal amount outstanding. As of April 28, 2006, there was $180,000,000 in aggregate principal amount of Securities outstanding, resulting in an aggregate maximum purchase price of $179,325,000. |
** | The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and equals $107 for each $1,000,000 of the value of the transaction. |
þ | Check the 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. |
Amount Previously Paid:
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$19,187.78 | Filing Party: | King Pharmaceuticals, Inc. | |||||
Form or Registration No.:
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Schedule TO | Date Filed: | May 1, 2006 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o | third-party tender offer subject to Rule 14d-1. | þ | issuer tender offer subject to Rule 13e-4. | |||||
o | going-private transaction subject to Rule 13e-3. | o | amendment to Schedule 13D under Rule 13d-2. |
KING PHARMACEUTICALS, INC. | ||||||
By: | /s/ BRIAN A. MARKISON
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Name: | Brian A. Markison | |||||
Title: | President and Chief Executive Officer |
(a)(1)(A)
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Offer to Purchase, dated April 28, 2006. | |
(a)(1)(B)
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Form of Letter of Transmittal (including Substitute Form W-9). | |
(a)(1)(C)*
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. | |
(a)(1)(E)
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Form of Letter to Clients. | |
(a)(5)(A)*
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Press Release issued by the Company on April 28, 2006. | |
(a)(5)(B)
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Press Release issued by the Company on May 26, 2006. | |
(b)(1)
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Indenture (including form of 1 1/4% Convertible Senior Note due 2026), dated as of March 29, 2006, by and among the Company, its domestic subsidiaries and The Bank of New York Trust Company, N.A., as trustee, is incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 001-15875) filed with the Commission on March 30, 2006. | |
(d)(1)
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Indenture (including form of 2 3/4% Convertible Debenture due November 15, 2001), dated as of November 1, 2001, by and among the Company, the guarantors listed on the signature pages thereto and The Bank of New York, as trustee, is incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-3 (SEC File No.: 333-82126) filed by the Company with the Commission on February 4, 2002. | |
(d)(2)
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Registration Rights Agreement, dated November 1, 2001, by and among the Company, Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., Banc of America Securities LLC and UBS Warburg LLC, is incorporated herein by reference to Exhibit 4.5 to the Registration Statement on Form S-3 (SEC File No.: 333-82126) filed by the Company with the Commission on February 4, 2002. | |
(d)(3)
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The information set forth in response to Item 12(b)(1) of this Amendment No. 1 is incorporated herein by reference. | |
(d)(4)
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Registration Rights Agreement, dated as of March 29, 2006, by and among the Company, its domestic subsidiaries and Citigroup Global Markets Inc., as representative of the Initial Purchasers (as defined therein), is incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K (File No. 001-15875) filed with the Commission on March 30, 2006. |
* | Previously filed. |