UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Mylan Laboratories Inc.
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(Name of Issuer)
Common Stock, par value $.50 per share
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(Title of Class of Securities)
628530107
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(CUSIP Number)
Keith Schaitkin, Esq.
Associate General Counsel
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4380
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 29, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box /_/.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d- for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 628530107
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
26,291,400
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
26,291,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,291,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No. 628530107
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
26,291,400
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
26,291,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,291,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 628530107
1 NAME OF REPORTING PERSON
Hopper Investments LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
26,291,400
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
26,291,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,291,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 628530107
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
26,291,400
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
26,291,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,291,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 628530107
1 NAME OF REPORTING PERSON
Gail Golden
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
10,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.004%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D filed by the Registrants with the U.S. Securities and
Exchange Commission on September 7, 2004 as amended on September 17, 2004,
relates to the common shares, $.50 par value (the "Shares"), of Mylan
Laboratories Inc., a Pennsylvania corporation (the "Issuer") is amended to
furnish information as set forth herein. All capitalized terms not otherwise
defined shall have the meaning ascribed to such terms in the previously filed
statement on Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended in its entirety to read as follows:
As of the close of business on October 29, 2004, the aggregate purchase
price of 26,291,400 Shares owned by Icahn Group was $459,081,282.67 (excluding
commissions). The source of funding for the purchase of these Shares was general
working capital of High River and pursuant to margin accounts in the regular
course of business. As of the close of business on October 29, 2004, the
aggregate purchase price of 10,000 Shares purchased by Ms. Golden was
$167,706.15 (excluding commissions). The source of funding for the purchase of
these Shares were personal funds of Ms. Golden.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On October 29, 2004, High River delivered a letter to the Issuer, which
letter is attached hereto as Exhibit 1, and is incorporated herein in its
entirety.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY MR. ICAHN AND HIS AFFILIATES FROM THE
STOCKHOLDERS OF MYLAN LABORATORIES INC. FOR USE AT ITS SPECIAL MEETING WHEN AND
IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
STOCKHOLDERS OF MYLAN LABORATORIES INC. AND WILL BE AVAILABLE AT NO CHARGE AT
THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
INFORMATION RELATING TO THE PARTICIPANTS IN A PROXY SOLICITATION IS CONTAINED
IN THE SCHEDULE 14A FILED BY MR. ICAHN AND HIS AFFILIATES WITH THE SECURITIES
AND EXCHANGE COMMISSION ON OCTOBER 14, 2004 WITH RESPECT TO MYLAN LABORATORIES
INC. THAT SCHEDULE 14A IS CURRENTLY AVAILABLE AT NO CHARGE ON THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE.
Item 5. Interest in Securities of the Issuer
(a) As of the close of the business day on October 29, 2004, the
Registrants may be deemed to beneficially own, in the aggregate, 26,291,400
Shares, representing approximately 9.78% of the Issuer's outstanding Shares
(based upon 268,733,386 Shares stated to be outstanding as of August 3, 2004 by
the Issuer in the Issuer's Form 10Q filed with the Securities and Exchange
Commission on August 9, 2004).
(b) Each of High River and Ms. Golden has sole voting power and sole
dispositive power with regard to 26,291,400 Shares and 10,000 Shares,
respectively. Each of Barberry, Hopper and Mr. Icahn has shared voting power and
shared dispositive power with regard to all of the 26,291,400 Shares
beneficially owned by High River.
Each of Barberry, Hopper and Mr. Icahn, by virtue of their
relationships to High River (as disclosed in Item 2), may be deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Act) the
Shares, which High River beneficially owns. Each of Mr. Icahn, Hopper and
Barberry disclaims beneficial ownership of such Shares for all other purposes.
Mr. Icahn, by virtue of his relationship to Ms. Golden (as disclosed in Item 2),
may be deemed to beneficially own (as that term is defined in Rule 13d-3 under
the Act) the Shares, which Ms. Golden beneficially owns. Mr. Icahn disclaims
beneficial ownership of such Shares.
(c) The following table sets forth all transactions with respect to the
Shares effected since the most recent filing on Schedule 13D by the Registrants
with respect to the Shares. All such transactions were effected in the open
market, the table excludes commissions paid.
No. of Shares Price
Name Date Purchased Per Share
----- ---- ------------- ---------
High River 9/20/04 68,400 18.9995
High River 9/21/04 570,100 19.0396
High River 9/22/04 850,000 18.7628
High River 9/23/04 896,100 18.4492
Item 7. Material to be Filed as Exhibits
1. Letter dated October 29, 2004 from High River to the Issuer.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: October 29, 2004
BARBERRY CORP.
By: /s/ Edward E. Mattner
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Name: Edward E. Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: BARBERRY CORP., Sole Member
By: /s/ Edward E. Mattner
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Name: Edward E. Mattner
Title: Authorized Signatory
HIGH RIVER LIMITED PARTNERSHIP
By: HOPPER INVESTMENTS LLC, General Partner
By: BARBERRY CORP., Sole Member
By: /s/ Edward E. Mattner
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Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
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CARL C. ICAHN
/s/ Gail Golden
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GAIL GOLDEN
[Signature Page of Amendment No. 2 to Schedule 13D with respect to Mylan]