UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
July 22, 2005
(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
1,494,830
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,494,830
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,494,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON
IN
{44160\1880\7/22/2005\00519030v1}
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
1,494,830
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,494,830
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,494,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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
1,494,830
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,494,830
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,494,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON
OO
{44160\1880\7/22/2005\00519030v1}
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
1,494,830
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,494,830
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,494,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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)
0.005%
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,
November 1, 2004, November 19, 2004, November 22, 2004, December 17, 2004,
February 22, 2005, February 28, 2005 and July 18, 2005, 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 5. Interest in Securities of the Issuer
(a) As of the close of the business day on July 22, 2005, the
Registrants may be deemed to beneficially own, in the aggregate, approximately
1,504,830 Shares (based on the Issuer's press release dated July 22, 2005,
announcing the final results of the tender offer and the number of Shares
accepted for payment therein, (the "Press Release"), in which the Issuer
disclosed that it applied the 94.315% proration factor to the Shares tendered in
the Issuer's tender offer), representing approximately 0.7% of the Issuer's
outstanding Shares (based upon approximately 218,601,952 Shares stated to be
outstanding as of July 22, 2005 by the Issuer in the Press Release).
(b) Each of High River and Ms. Golden has sole voting power and sole
dispositive power with regard to approximately 1,494,830 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 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 through
tendering Shares in the Issuer's tender offer, with the number of Shares being
sold determined by reference to the information set forth in the Press Release.
------------ --------- ---------------------------- ----------------------------
No. of Shares Price
Name Date Sold Per Share
------------ --------- ---------------------------- ----------------------------
------------ --------- ---------------------------- ----------------------------
High River 7/22/05 24,796,570 $19.50
------------ --------- ---------------------------- ----------------------------
(e) On July 22, 2005, Mr. Icahn and Icahn Entities ceased to be
beneficial owners of more than five percent of the outstanding Shares.
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: July 22, 2005
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. 9 to Schedule 13D with respect to Mylan]