UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
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 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
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 and
November 1, 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 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On November 19, 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 7. Material to be Filed as Exhibits
1. Letter dated November 19, 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: November 19, 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 Amendment No. 3 to Schedule 13D with respect to Mylan]
High River Limited Partnership
767 Fifth Avenue - 47th Floor
New York, New York 10153
November 19, 2004
Board of Directors
Mylan Laboratories, Inc.
1500 Corporate Drive - Suite 400
Canonsburg, Pennsylvania 15317-8574
Ladies and Gentlemen:
Over the course of a lengthy conversation held in our office on September
10, 2004, Mr. Coury led us to understand, in substance, that he wanted Mylan to
engage in the King Pharmaceuticals, Inc. ("King") acquisition because of his
skepticism regarding the future growth potential of the generic drug industry
and his belief that the acquisition of King was the best and basically the only
alternative for Mylan. However, as the largest Mylan shareholder, we are not
persuaded that there is no growth potential in the generic drug industry and we
believe that there are much better alternatives for Mylan than the acquisition
of King. In fact, in light of the many risks associated with King, we believe
that an acquisition of King would be an egregious mistake. We are therefore
making the proposal set forth below.
We are willing to purchase Mylan at $20 per share. (1) We would be prepared
to enter into an acquisition contract with Mylan without requiring a break-up
fee. This would allow Mylan to seek alternative buyers while we are doing a
customary due diligence. In this regard, we have had informal discussions that
lead us to believe that at least three synergistic buyers would also have an
interest in acquiring Mylan on, but only on, a friendly basis. To our knowledge,
Mylan has not previously shown any indication to competitors that it would be
willing to entertain "friendly" bids and offer due diligence. However, it should
be noted that there can be no assurance that such transactions would emerge.
If you determine that you cannot at this time put Mylan up for sale or
grant due diligence because of the current King contract, we are willing to
stand by our $20 per share proposal until such time that either Mylan
shareholders vote the King deal down or you determine that you are legally free
to put Mylan up for sale and grant due diligence.
In order to underscore the sincerity of our proposal, we are prepared to
negotiate an agreement not to wage a proxy fight to unseat Mr. Coury and the
existing Mylan Board during the next 2 years (thereby, in our opinion, putting
our existing investment in Mylan of over $450 million at risk), if we do not
proceed with the acquisition following the completion of due diligence. We
anticipate that diligence would not take more than 6 weeks. We are ready to meet
with you as soon as possible.
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1 As you are aware the contract with King contemplates other offers and provides
for a break-up fee in that regard.
By entering into the King agreement, the Board has determined to change the
direction of Mylan from a generics company to a much riskier hybrid focusing on
branded products. The Board appears willing to pay $4 billion to accomplish this
transition and what is even more preposterous, the Board appears willing to
allow an untested Robert Coury to run this new and highly complicated venture.
Additionally, the recent developments at King have highlighted the tremendous
risks inherent in this acquisition, about which we have been complaining, and
have turned the entire situation into a three-ring circus.
The corporate scandals of the past few years have brought a major sea
change concerning directors and their personal responsibility. Board members can
no longer blithely hide behind the business judgment rule and opinion letters of
advisors when exercising their corporate authority. We believe that now, more
than ever, shareholders of companies, our courts and the citizens of our country
at large, demand that boards act responsibly and be held responsible for their
actions. If the Board determines to proceed with any new King acquisition
without first submitting to shareholders the alternative outlined above, such
action would, in our view, constitute a quintessential example of a board
abrogating its responsibility. Do not doubt that we will hold Mylan's Board
members personally responsible for any breach of fiduciary duty associated with
these matters.
Very truly yours,
High River Limited Partnership
By: Hopper Investments LLC,
its general partner
By: Barberry Corp., sole member
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Chairman of the Board