SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 6)
KING PHARMACEUTICALS, INC.
(Name of Subject Company)
KING PHARMACEUTICALS, INC.
(Name of Person Filing Statement)
Common Stock, no par value per share
(Title of Class of Securities)
495582108
(CUSIP Number of Class of Securities)
Brian A. Markison
President and Chief Executive Officer
501 Fifth Street
Bristol, Tennessee 37620
(423) 989-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
Copy to:
Scott F. Smith, Esq.
Jack S. Bodner, Esq.
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, New York 10018
(212) 841-1000
o Check the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer.
This Amendment No. 6 (the Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed on October 22, 2010, as
amended, by King Pharmaceuticals, Inc., a Tennessee corporation (King) (together with any
amendments and supplements thereto, the Schedule 14D-9). The Schedule 14D-9 relates to
the tender offer by Parker Tennessee Corp. (Acquisition Sub), a Tennessee corporation and
wholly owned subsidiary of Pfizer Inc., a Delaware corporation (Pfizer), pursuant to
which Acquisition Sub has offered to purchase all of the outstanding shares of common stock, no par
value per share, of King (the Shares) at a price of $14.25 per Share, net to the selling
shareholder in cash, without interest and less any required withholding taxes, upon the terms and
conditions set forth in the Offer to Purchase dated October 22, 2010 and the related Letter of
Transmittal, and described in the Tender Offer Statement on Schedule TO filed by Pfizer and
Acquisition Sub with the Securities and Exchange Commission (the SEC) on October 22,
2010, as amended.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains
unchanged and is incorporated herein by reference as relevant to the items in this Amendment.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in
the Schedule 14D-9.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by inserting the following
under the third full paragraph under the heading Antitrust United States Antitrust Laws as
follows:
On January 27, 2011, the waiting period under the HSR Act applicable to the Offer and the
Merger was terminated. A copy of the press release issued by Pfizer announcing the termination
of the waiting under the HSR Act is incorporated by reference to Exhibit (a)(5)(E) to
Amendment No. 6 to the Schedule TO filed by Pfizer on January 27, 2011 as Exhibit (a)(15)
hereto.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following
thereto:
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Exhibit |
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No. |
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Description |
(a)(15)
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Press Release issued by Pfizer Inc., dated January 27, 2011 (incorporated by
reference to Exhibit (a)(5)(E) to Amendment No. 6 to the Schedule TO filed by Pfizer Inc. on
January 27, 2011). |
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.
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By: |
/s/ Brian A. Markison
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Name: |
Brian A. Markison |
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Title: |
President and Chief Executive Officer |
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Dated: January 27, 2011