UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. *
Under the Securities Exchange Act of 1934
Mylan Laboratories, Inc.
(Name of Issuer)
Common Stock, par value $.50
(Title of Class of Securities)
628530107
(CUSIP Number)
George Travers
Perry Corp.
599 Lexington Avenue
New York, NY 10022
(212) 583-4000
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 19, 2004
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 3d-1(f), or 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-7 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 the
disclosures provided in a prior cover page.
The information required in 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).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Perry Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
26,626,300
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 26,626,300
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,626,300
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.89%
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14 TYPE OF REPORTING PERSON*
IA, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Richard C. Perry
--------------------------------------------------------------------------------
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) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
26,626,300 (all shares beneficially owned by Perry Corp.)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 26,626,300 (all shares beneficially owned by Perry Corp.)
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,626,300
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.89%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER:
This statement on Schedule 13D relates to the common shares, $.50 par value
(hereinafter referred to as the "Common Stock" or the "Shares"), of Mylan
Laboratories Inc., a Pennsylvania corporation (the "Company") acquired by
private investment funds managed by Perry Corp. The address of the Issuer is
1500 Corporate Drive, Canonsburg, PA 15317. The Common Stock beneficially owned
by Reporting Persons is hereinafter referred to as the "Shares".
ITEM 2. IDENTITY AND BACKGROUND:
This statement on Schedule 13D is filed on behalf of Perry Corp., a
New York corporation, and Richard C. Perry, an American citizen. Perry Corp. is
a registered investment adviser that provides asset management services to
private investment funds. Richard C. Perry is the President, sole director, and
sole stockholder of Perry Corp. The address of Perry Corp. and Richard C. Perry
is 599 Lexington Avenue, New York, NY 10022. A joint filing agreement of Perry
Corp. and Richard C. Perry is attached hereto as Exhibit A.
The names, citizenship, business addresses and principal occupations
of each of the directors and executive officers of Perry Corp. (other than
Richard C. Perry) are set forth in Schedule A, which is incorporated herein by
reference.
During the last five years, neither Perry Corp., Richard C. Perry,
nor any of the persons listed in Schedule A has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The transactions reported hereunder with respect to the Common Stock
purchased or sold by the reporting persons were consummated by two or more
private investment funds for which Perry Corp. acts as a general partner and/or
investment adviser. The source of funds for the purchase transactions was the
working capital of such investment funds. The total purchase price for the
Shares purchased was $492,221,952.37.
ITEM 4. PURPOSE OF TRANSACTION:
On July 26, 2004, the Company and King Pharmaceuticals, Inc.
("King") announced that the Company would acquire King in a stock-for-stock
transaction (the "Proposed Acquisition"). At the time of the announcement, the
Reporting Persons owned shares of King common stock. Subsequent to the
announcement, the Reporting Persons added to their King position and acquired
the Shares, on behalf of two or more private investment funds managed by Perry
Corp., in the course of their investment business. The Reporting Persons have
hedged the Shares through the transactions referred to in Item 6 below and
security-based swap agreements (as defined in Section 206B of the
Gramm-Leach-Bliley Act of 1999).
On November 19, 2004, High River Limited Partnership ("High River")
proposed to acquire all shares of Common Stock not owned by it and thereby to
obtain control of the Company. As a result thereof, and because of the position
that the Reporting Persons hold in King and their present support for the
Proposed Acquisition, the Reporting Persons may be deemed now to hold the Shares
with an intent of influencing the Company. The Reporting Persons reserve the
right to purchase or sell the Shares or other shares of Common Stock and to add
to or reduce any hedging positions they may have established in respect of the
Shares or any other shares of Common Stock, or change their view regarding the
relative merits of the Proposed Acquisition. Except as otherwise described
herein, none of the Reporting Persons or the persons listed on Schedule A hereto
has any current plans or proposals that relate to or would result in any of the
transactions or changes contemplated in Items 4(a) through 4(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a)-(b) Perry Corp. is the indirect beneficial owner of 26,626,300
shares of Common Stock, which constitutes approximately 9.89% of the Issuer's
outstanding shares of Common Stock, based upon 269,104,000 shares of Common
Stock outstanding as of November 1, 2004. Perry Corp. has sole power to vote and
sole power to dispose of the Common Stock. By virtue of his position as
President and sole stockholder of Perry Corp., Richard C. Perry may be
considered to indirectly beneficially own such shares. Richard C. Perry
disclaims any beneficial ownership interest of the Common Stock held by any
funds for which Perry Corp. acts as the general partner and/or investment
adviser, except for that portion of such Common Stock that relates to his
economic interest in such Common Stock.
(c) See Exhibit B attached hereto. All of the transactions in the
Common Stock set forth on Exhibit B were consummated by private investment
funds, for which Perry Corp. acts as a general partner and/or investment
adviser, within 60 days of the event which triggered the filing of this Schedule
13D. All such transactions were effected either on the NYSE or in off-exchange
transactions.
(d) The limited partners of (or investors in) each of two or more
private investment funds for which Perry Corp. acts as general partner and/or
investment adviser have the right to participate in the receipt of dividends
from, or proceeds from the sale of, the shares held for the accounts of their
respective funds in accordance with their respective limited partnership
interests (or investment percentages) in their respective funds.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER:
Except for the arrangements described in Item 5 above and as set
forth herein, to the best knowledge of Perry Corp., there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
persons enumerated in Item 2 and any other person with respect to any securities
of the Issuer, including but not limited to, transfer or voting of any of the
Common Stock, finder's fees, joint ventures, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. In order to execute
certain hedging transactions, funds under the management of Perry Corp. have
entered into stock loan transactions with Bear Stearns Securities Corp. and
Goldman, Sachs & Co. pursuant to which such funds have borrowed shares of Common
Stock. All of such borrowed shares of Common Stock have been sold by such funds.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A -- Agreement between Perry Corp. and Richard C. Perry to file
this statement jointly on behalf of each of them.
Exhibit B -- List of transactions in Issuer's Common Stock taking place
during the 60 day period preceding this filing.
Schedule A -- Executive Officers and Directors of Perry Corp. (other than
Richard C. Perry).
SIGNATURE
After reasonable 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.
PERRY CORP.
Dated: November 29, 2004
New York, New York By: /s/ Richard C. Perry
-------------------------
Name: Richard C. Perry
Title: President
Dated: November 29, 2004
New York, New York /s/ Richard C. Perry
-------------------------
Richard C. Perry
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of Mylan
Laboratories, Inc., and hereby affirm that such Schedule 13D is being filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The
undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information
concerning him or it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the other, except to the
extent that he or it knows or has reason to believe that such information is
inaccurate.
PERRY CORP.
Dated: November 29, 2004
New York, New York By: /s/ Richard C. Perry
-------------------------
Name: Richard C. Perry
Title: President
Dated: November 29, 2004
New York, New York /s/ Richard C. Perry
-------------------------
Richard C. Perry
EXHIBIT B
List of Transactions
Trade Date Transaction Quantity Price
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11/19/2004 BUY 7,200 $ 16.85
11/17/2004 BUY 200,000 $ 17.21
11/16/2004 BUY 84,800 $ 17.12
11/12/2004 BUY 15,200 $ 17.27
11/12/2004 BUY 213,500 $ 17.20
11/5/2004 BUY 50,000 $ 16.61
11/4/2004 BUY 200,000 $ 16.37
11/3/2004 BUY 100,000 $ 16.69
11/3/2004 BUY 25,000 $ 16.60
10/26/2004 BUY 50,000 $ 16.68
10/25/2004 BUY 50,000 $ 16.57
10/13/2004 BUY 4,800 $ 17.31
10/13/2004 BUY 1,900 $ 17.30
10/12/2004 BUY 75,000 $ 17.34
10/12/2004 BUY 1,000,000 $ 17.46
10/12/2004 BUY 15,300 $ 17.32
10/12/2004 BUY 25,000 $ 17.31
10/8/2004 BUY 100,000 $ 17.37
10/7/2004 BUY 150,000 $ 17.46
10/7/2004 BUY 2,000,000 $ 17.40
10/6/2004 BUY 127,000 $ 17.84
10/6/2004 BUY 2,000,000 $ 17.88
10/5/2004 BUY 2,000,000 $ 18.16
10/4/2004 BUY 200,000 $ 18.28
10/4/2004 BUY 2,000,000 $ 18.31
10/1/2004 BUY 25,000 $ 18.30
9/30/2004 BUY 19,100 $ 17.92
9/30/2004 BUY 5,200 $ 17.88
9/30/2004 BUY 2,300 $ 18.00
9/29/2004 BUY 52,900 $ 17.98
9/29/2004 BUY 50,800 $ 18.01
9/28/2004 BUY 45,600 $ 18.11
9/28/2004 BUY 54,300 $ 18.00
9/28/2004 BUY 272,000 $ 18.00
9/27/2004 BUY 122,500 $ 18.17
9/27/2004 BUY 100 $ 18.29
9/27/2004 BUY 100,000 $ 18.23
9/24/2004 BUY 2,000,000 $ 18.33
9/24/2004 BUY 500,000 $ 18.34
9/24/2004 BUY 629,000 $ 18.30
9/23/2004 BUY 100,000 $ 18.32
9/23/2004 BUY 25,000 $ 18.25
9/23/2004 BUY 12,900 $ 18.35
9/23/2004 BUY 26,700 $ 18.35
9/22/2004 BUY 1,000,000 $ 19.05
9/21/2004 BUY 2,000,000 $ 19.05
9/20/2004 BUY 2,000,000 $ 19.49
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Trade Date Transaction Quantity Price
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11/22/2004 SALE 30,000 $ 18.71
11/22/2004 SALE 100,000 $ 18.60
11/22/2004 SALE 100,000 $ 18.63
11/19/2004 SALE 200,000 $ 18.82
11/19/2004 SALE 500,000 $ 18.95
11/19/2004 SALE 257,200 $ 18.87
11/19/2004 SALE 2,400,000 $ 18.99
11/19/2004 SALE 503,500 $ 18.91
11/19/2004 SALE 6,600 $ 19.19
11/11/2004 SALE 3,000 $ 17.55
11/10/2004 SALE 90,000 $ 17.33
11/1/2004 SALE 50,000 $ 17.04
10/29/2004 SALE 25,000 $ 17.31
10/28/2004 SALE 100,000 $ 17.48
10/27/2004 SALE 100,000 $ 17.22
10/21/2004 SALE 146,000 $ 17.15
10/21/2004 SALE 50,000 $ 17.15
10/21/2004 SALE 100,000 $ 16.91
10/14/2004 SALE 210,200 $ 17.50
10/14/2004 SALE 108,900 $ 17.48
9/22/2004 SALE 200,000 $ 18.75
9/22/2004 SALE 25,000 $ 18.70
9/21/2004 SALE 100,000 $ 19.06
9/21/2004 SALE 100,000 $ 19.03
9/21/2004 SALE 76,700 $ 19.06
9/21/2004 SALE 50,000 $ 19.05
9/20/2004 SALE 50,000 $ 19.08
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SCHEDULE A
Executive Officers of Perry Corp. (other than Richard C. Perry)
Name & Principal Occupation Citizenship Business Address
--------------------------- ----------- ---------------
Randall Borkenstein, USA c/o Perry Corp.
Chief Financial Officer of Perry Corp. 599 Lexington Avenue
36th Floor
New York, NY 10022
William J. Vernon, USA c/o Perry Corp.
Secretary of Perry Corp. 599 Lexington Avenue
36th Floor
New York, NY 10022