Filed Pursuant to Rule 424(b)(3)
Registration No. 333-97207
PROSPECTUS SUPPLEMENT NO. 2
To Prospectus dated November 22, 2002
Medicis Pharmaceutical Corporation
2.5% Contingent Convertible Senior Notes Due 2032
and
Class A Common Stock Issuable Upon Conversion of the Notes
This document supplements our prospectus dated November 22, 2002 (the
"prospectus") relating to $400,000,000 aggregate principal amount of our 2.5%
Contingent Convertible Senior Notes Due 2032 and the Class A common stock
issuable upon conversion of the Notes. You should read this prospectus
supplement in conjunction with the accompanying prospectus, which is to be
delivered by selling securityholders to prospective purchasers along with this
prospectus supplement and any other prospectus supplements. The information in
the following table supplements the information under the caption "Selling
Securityholders" in the prospectus.
SELLING SECURITYHOLDERS
Class A
Common Stock
Aggregate Principal Percentage of Beneficially Class A Common
Amount of Notes that Notes Owned Prior to Stock Registered
Name may be sold Outstanding Conversion(1) Hereby
------------------------------------ --------------------- --------------- --------------- -----------------
Advent Convertible Master Cayman L.P. $ 2,221,000 * * 38,227
Alpha U.S. Sub Fund 4, LLC 105,000 * * 1,807
HFR Convertible Arbitrage Account 143,000 * * 2,461
KBC Financial Products USA Inc. 875,000 * * 15,060
Lyxor Master Fund 1,850,000 * * 31,841
MFS Total Return Fund (Institutional) 1,500,000 * * 25,817
MFS Total Return Fund (Retail) 2,800,000 * * 48,192
Natexis Banques Populaires (NBP) 2,000,000 * * 34,423
Tag Associates 16,000 * * 275
UBS Warburg LLC 4,757,000 1.18 * 81,876
Subtotal $16,267,000 4.06 * 279,979
-----------------
*Less than 1%
(1) Assumes that any other holders of Notes or any future transferee from
any holder does not beneficially own any Class A common stock other
than Class A common stock into which the Notes are convertible at the
conversion price of 17.2117 shares per $1,000 principal amount of the
Notes.
INVESTING IN THE NOTES AND THE CLASS A COMMON STOCK ISSUABLE UPON THEIR
CONVERSION INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THE
ACCOMPANYING PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is January 28, 2003.