SECURITIES
AND EXCHANGE COMMISSION,
Washington, D.C.
20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT
OF 1934
Medicis Pharmaceutical
Corporation
(Name of Subject Company
(Issuer))
Medicis Pharmaceutical
Corporation
(Names of Filing Persons
(Offerors))
| |
|
|
|
2.5% Contingent Convertible
Notes due 2032
|
|
58470KAA2
|
|
(Titles of Classes of
Securities)
|
|
(CUSIP Number of Class of
Securities)
|
Jason D.
Hanson
Executive Vice President, General Counsel and Secretary
Medicis Pharmaceutical Corporation
8125 North Hayden Road
Scottsdale, Arizona
85258-2463
(602) 808-8800
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and
Communications on Behalf of the
Filing Persons)
Copies
to:
Charles
K. Ruck, Esq.
Kevin B. Espinola, Esq.
Angela L. Grinstead, Esq.
Latham & Watkins LLP
650 Town Center Drive,
20th
Floor
Costa Mesa, CA 92625
Tel:
(714) 540-1235
CALCULATION OF FILING FEE
| |
|
|
|
Transaction
Valuation*
|
|
Amount of Filing
Fee**
|
|
$169,600,627.83
|
|
$5,206.74
|
|
|
|
|
* |
|
Calculated solely for purposes of determining the filing fee.
The purchase price of the 2.5% Contingent Convertible Notes due
2032 (the “Securities”), as described herein, is
$1,002.67 per $1,000 principal amount at maturity outstanding.
As of June 7, 2007 there was $169,149,000 in aggregate
principal amount at maturity of Securities outstanding,
resulting in an aggregate maximum purchase price of
$169,600,627.83. |
| |
|
** |
|
The amount of the filing fee was calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934, as amended,
and equals $30.70 for each $1,000,000 of the value of the
transaction. |
|
|
|
|
o |
|
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: Not
applicable
|
|
Filing Party: Not applicable
|
|
Form or Registration No.: Not
applicable
|
|
Date Filed: Not applicable
|
|
|
|
|
o |
|
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:
|
|
| 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.
|
Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
INTRODUCTORY
STATEMENT
As required by, pursuant to the terms of and subject to the
conditions set forth in the Indenture, dated as of June 4,
2002 (the “Indenture”), between Medicis Pharmaceutical
Corporation, a Delaware corporation (the “Company”),
and Deutsche Bank Trust Company Americas, a New York
banking corporation duly organized and existing under the laws
of the State of New York, as trustee (the “Trustee”),
for the Company’s 2.5% Contingent Convertible Senior Notes
due 2032 (the “Securities”), this Tender Offer
Statement on
Schedule TO-I
(“Schedule TO-I”)
is filed by the Company, with respect to the right of each
holder (the “Holder”) of the Securities to sell and
the obligation of the Company to purchase the Securities, as set
forth in the Company Notice to Holders of Contingent Convertible
Senior Notes due 2032, dated June 13, 2007 (the
“Company Notice”), and the related notice materials
filed as exhibits to this
Schedule TO-I
(which Company Notice and related notice materials, as amended
or supplemented from time to time, collectively constitute the
“Option”).
This
Schedule TO-I
is intended to satisfy the disclosure requirements of
Rule 13e-4(c)(2)
under the Securities Exchange Act of 1934, as amended.
The Company is the issuer of the Securities and is obligated to
purchase all of the Securities if properly tendered by the
holders under the terms and subject to the conditions set forth
in the Option. The Securities are convertible into cash and
shares of Class A common stock, $0.014 par value per
share, of the Company, if any, subject to the terms, conditions
and adjustments specified in the Indenture and the Securities.
The Company maintains its registered and principal executive
offices at 8125 North Hayden Road, Scottsdale, Arizona
85258-2463,
and the telephone number there is
(602) 808-8800.
As permitted by General Instruction F to Schedule TO,
all of the information set forth in the Option is incorporated
by reference into this
Schedule TO-I.
|
|
|
Item 10.
|
Financial
Statements.
|
(a) Pursuant to Instruction 2 to Item 10 of
Schedule TO, the Company’s financial condition is not
material to a Holder’s decision whether to put the
Securities to the Company because (i) the consideration
being paid to holders surrendering Securities consists solely of
cash, (ii) the Option is not subject to any financing
conditions, (iii) the Option applies to all outstanding
Securities and (iv) the Company is a public reporting
company that files reports electronically on EDGAR. The
financial condition and results of operations of the Company and
its subsidiaries are reported electronically on EDGAR on a
consolidated basis.
(b) Not applicable.
|
|
|
Item 11.
|
Additional
Information.
|
(a) Not applicable.
(b) Not applicable.
(a)(1)(A) Company Notice to Holders of 2.5% Contingent
Convertible Notes due 2032, dated June 13, 2007.
(a)(1)(B)
Form W-9.
(a)(5) Press release issued by the Company on June 12, 2007.
(b) Not applicable.
(d)(1) Indenture, dated as of June 4, 2002, between the
Company, as issuer, and Deutsche Bank Trust Company
Americas, as Trustee, incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
June 6, 2002.
(g) Not applicable.
(h) Not applicable.
|
|
|
Item 13.
|
Information
Required by
Schedule 13E-3.
|
Not applicable.
1