UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Mylan Laboratories Inc.
(Name of Issuer)
Common Stock, par value $.50 per share
(Title of Class of Securities)
628530107
(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
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 27, 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 that is the subject of this Schedule 13D, and is filing
this schedule because of '' 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
18,312,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,312,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,312,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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
18,312,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,312,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,312,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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
18,312,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,312,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,312,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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
18,312,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
18,312,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,312,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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 relates to the common shares, $.50 par value (the
"Shares"), of Mylan Laboratories Inc., a Pennsylvania corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 1500
Corporate Drive, Canonsburg, PA 15317.
Item 2. Identity and Background
The persons filing this statement are Barberry Corp., a Delaware
corporation ("Barberry"), Hopper Investments LLC ("Hopper"), a Delaware limited
liability company (, High River Limited Partnership, a Delaware limited
partnership ("High River", and collectively with Barberry and Hopper, the "Icahn
Entities"), Carl C. Icahn, a citizen of the United States of America (Mr. Icahn
collectively with the Icahn Entities, the "Icahn Group") and Gail Golden, a
citizen of the United States of America, the spouse of Icahn (Ms. Golden
collectively with the Icahn Group, the "Registrants"). The principal business
address and the address of the principal office of (i) High River, Hopper and
Barberry is 100 South Bedford Road, Mount Kisco, New York 10549, and (ii) Mr.
Icahn and Ms. Golden is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th
Floor, New York, New York 10153.
Barberry is the sole member of Hopper. Hopper is the general partner of
High River. Barberry is wholly-owned by Mr. Icahn. Mr. Icahn is also the sole
director and executive officer of Barberry, holding positions of the Chairman of
the Board, President and Secretary. As a result of Mr. Icahn's direct or
indirect ownership of and position(s), as applicable, with the Icahn Entities,
Mr. Icahn is in a position to directly and indirectly determine the investment
and voting decisions made by the Icahn Entities.
Each of Barberry, Hopper and High River is primarily engaged in the
business of holding and investing in securities. Mr. Icahn's present principal
occupation or employment is acting as the Chairman of the Board, President and
the Director of Starfire Holding Corporation, a Delaware corporation
("Starfire"), and as the Chairman of the Board and Director of various of
Starfire's subsidiaries. Starfire is primarily engaged in the business of
holding, either directly or indirectly, equity positions in its subsidiaries.
Mr. Icahn is also a majority shareholder, the Chairman of the Board and the
Director of American Railcar Industries, Inc. ("ARI"), a Missouri corporation.
ARI is primarily engaged in the business of manufacturing, managing, leasing and
selling of railroad freight and tank cars. Gail Golden's present principal
occupation or employment is acting as the Chief Executive Officer of Maupintour,
LLC, a Delaware limited liability company ("Maupintour"), a tour operator
indirectly wholly-owned by Mr. Icahn. Ms. Golden also acts as an officer of
various other entities controlled by Mr. Icahn.
Except as set forth on Schedule A attached hereto, neither of the
Registrants nor any of their executive officers, directors, managers or persons
performing similar functions has, during the past five years (a) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (b) 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 a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As of the close of business on September 7, 2004, the aggregate purchase
price of 18,312,200 Shares owned by Icahn Group was $307,089,927.75 (excluding
commissions). The source of funding for the purchase of these Shares was general
working capital of High River. As of the close of business on September 7, 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
The Registrants acquired the Shares because they believe the Shares to be
undervalued in the market place. Depending on market conditions and other
factors, the Registrants may acquire additional Shares at any time and from time
to time, and may dispose of all or any portion of the Shares at any time or from
time to time. The Registrants' present intention is to oppose and solicit
proxies against the Issuer's proposed merger with King Pharmaceuticals, Inc. The
Registrants have made plans to meet with Robert J. Coury, the Issuer's CEO, this
week.
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 AND IF 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.
Item 5. Interest in Securities of the Issuer
(a) As of the close of the business day on September 7, 2004, the
Registrants may be deemed to beneficially own, in the aggregate, 18,312,200
Shares, representing approximately 6.8% 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 18,312,200 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 18,312,200 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 during the past sixty (60) days by any of the Registrants. 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 7/26/04 1,000,000 $15.7285
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 7/27/04 1,700,000 $14.7295
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 7/28/04 650,000 $14.9092
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 8/19/04 4,635,000 $16.9509
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 8/19/04 22,000 $16.8263
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 8/20/04 2,100,000 $16.9689
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 8/23/04 930,000 $17.1674
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 8/24/04 994,500 $17.0618
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 8/25/04 700,000 $17.1644
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 8/26/04 600,000 $17.2795
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 8/27/04 692,600 $17.3699
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 8/30/04 1,178,000 $17.2892
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 8/31/04 600,000 $17.3651
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 9/01/04 480,000 $17.3492
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 9/02/04 259,000 $17.3268
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 9/03/04 211,100 $17.5291
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
High River 9/07/04 1,560,000 $17.7634
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
Gail Golden 8/03/04 1,000 $15.39
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
Gail Golden 8/03/04 2,000 $15.34
------------------------------- ---------------------------- ----------------------------- ----------------------------
------------------------------- ---------------------------- ----------------------------- ----------------------------
Gail Golden 9/02/04 7,000 $17.3146
------------------------------- ---------------------------- ----------------------------- ----------------------------
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer
None of the Registrants has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to the transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
1 Joint Filing Agreement of the Registrants
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: September 7, 2004
BARBERRY CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: BARBERRY CORP., Sole Member
By: /s/ Edward E. Mattner
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
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
CARL C. ICAHN
/s/ Gail Golden
GAIL GOLDEN
[Signature Page of Schedule 13D with respect to Mylan]
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, $.50 par value, of Mylan Laboratories Inc., and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement this 7th day of September, 2004.
BARBERRY CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: BARBERRY CORP., Sole Member
By: /s/ Edward E. Mattner
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
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
CARL C. ICAHN
/s/ Gail Golden
GAIL GOLDEN
[Signature Page of Joint Filing Agreement to Schedule
13D with respect to Mylan]
SCHEDULE A
On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an
action in the United States District Court for the Southern District of New York
against "Carl C. Icahn, Icahn Associates Corp. and High River Limited
Partnership" alleging that High River's tender offer for Reliance 9% senior
notes violated Section 14(e) of the Exchange Act. Reliance sought a temporary
restraining order and preliminary and permanent injunctive relief to prevent
defendants from purchasing the notes. The Court initially imposed a temporary
restraining order. Defendants then supplemented the tender offer disclosures.
The Court conducted a hearing on the disclosures and other matters raised by
Reliance. It then denied plaintiffs' motion for a preliminary injunction and
ordered dissolution of its temporary restraining order following dissemination
of the supplement.
Reliance took an immediate appeal to the United States Court of Appeals for
the Second Circuit and sought a stay to restrain defendants from purchasing
notes during the pendency of the appeal. On January 30, 2001, the Court of
Appeals denied plaintiff's stay application. On January 30, Reliance also sought
a further temporary restraining order from the District Court. The Court
considered the matter and reimposed its original restraint until noon the next
day, at which time the restraint was dissolved. The appeal was argued on March 9
and denied on March 22, 2001.