e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2006
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the transition period from to
Commission file Number 001-14471
MEDICIS PHARMACEUTICAL CORPORATION 401(k) PLAN
(Full title of the Plan)
MEDICIS PHARMACEUTICAL CORPORATION
(Name of the issuer of the securities held pursuant to the Plan)
8125 NORTH HAYDEN ROAD
SCOTTSDALE, ARIZONA 85258
(Address of principal executive office of the issuer)
MEDICIS PHARMACEUTICAL CORPORATION 401(k) PLAN
Index of Financial Statements and Exhibits
Item
Report of Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits at December 31, 2006 and 2005
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2006
Notes to Financial Statements
Schedule H, Line 4(i), Schedule of Assets (Held at End of Year)
Signature
Exhibit 23 — Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
Financial Statements and Supplemental Schedule
Medicis Pharmaceutical Corporation 401(k) Plan
Year ended December 31, 2006
Medicis Pharmaceutical Corporation 401(k) Plan
Financial Statements and Supplemental Schedule
Year Ended December 31, 2006
Contents
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1 |
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Financial Statements |
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11 |
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| EX-23 |
Report of Independent Registered Public Accounting Firm
Medicis Pharmaceutical Corporation
As Plan Administrator of the Medicis Pharmaceutical Corporation 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of Medicis
Pharmaceutical Corporation 401(k) Plan as of December 31, 2006 and 2005, and the related statement
of changes in net assets available for benefits for the year ended December 31, 2006. These
financial statements are the responsibility of the Plan’s management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the
changes in its net assets available for benefits for the year ended December 31, 2006, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2006 is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labor’s Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
Phoenix, Arizona
June 26, 2007
1
Medicis Pharmaceutical Corporation 401(k) Plan
Statements of Net Assets Available for Benefits
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December 31 |
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2006 |
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2005 |
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Assets |
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Investments, at fair value |
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$ |
21,322,274 |
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$ |
15,483,555 |
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Employer contributions receivable |
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900,781 |
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319,594 |
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Participant contributions receivable |
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56,874 |
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62,441 |
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Interest and dividend receivable |
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1,424 |
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965 |
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Net assets available for benefits |
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$ |
22,281,353 |
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$ |
15,866,555 |
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See accompanying notes.
2
Medicis Pharmaceutical Corporation 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
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Additions |
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Interest and dividend income |
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$ |
909,196 |
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Employee contributions |
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3,008,878 |
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Rollover contributions |
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716,987 |
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Employer contributions |
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1,464,635 |
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Net realized and unrealized appreciation in fair value of investments |
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1,709,398 |
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Total additions |
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7,809,094 |
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Deductions |
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Benefits paid directly to participants |
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1,392,989 |
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Administrative expenses |
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1,307 |
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Total deductions |
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1,394,296 |
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Net increase |
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6,414,798 |
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Net assets available for benefits: |
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Beginning of year |
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15,866,555 |
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End of year |
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$ |
22,281,353 |
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See accompanying notes.
3
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2006
1. Description of the Plan
General
The Medicis Pharmaceutical Corporation 401(k) Plan, as amended, (the Plan) is a defined
contribution plan available to eligible employees of Medicis Pharmaceutical Corporation (the
Company or Plan Sponsor). The Plan covers all employees who have attained age 21 and excludes
individuals who are hired for a special project which is not expected to last more than 6 months.
Eligible employees may elect to join the Plan on their initial employment date but must complete
1,000 hours of service in order to receive non-elective contributions. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). For a more
complete description of the Plan’s provisions please refer to the Plan document.
Contributions
Participants may make pre—tax contributions up to 100% of their annual compensation as defined by
the Plan, and subject to the annual limits of the Internal Revenue Code. Participants may also
contribute amounts representing distributions from other qualified plans.
Effective April 1, 2006, the Plan Sponsor changed its matching contributions from an amount equal
to 50 percent of the first 3 percent of the participant’s contribution to an amount equal to 50
percent of the first 6 percent of the participant’s contribution. In addition, the Plan Sponsor
may, at its sole discretion, make a profit sharing contribution to the Plan for any Plan year.
Profit sharing contributions totaled $520,000 and matching contributions totaled $944,635 during
2006. The profit sharing contribution is provided to all eligible participants based on their
relative compensation for the year.
Participant Accounts
Each participant’s account is credited with the participant’s and Company contributions and the
allocation of Plan earnings. The benefit to which a participant is allowed is limited to the vested
balance in his account.
4
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
Vesting
Participants vest immediately in their elective contributions plus actual earnings thereon, and
such amounts are nonforfeitable. Vesting in the Company contribution portion of their accounts plus
actual earnings thereon is based on years of continuous service. A participant is 20 percent vested
after two full years of service and vests 60 percent after three years and 100 percent after four
years. A participant becomes fully vested upon disability or death or reaching normal retirement
age, as defined by the Plan.
Participant Loans
Participants may borrow from their accounts a minimum of $1,000 to a maximum equal to the lesser of
$50,000 or 50% of their vested account balance. Loan terms shall be no greater than five years.
Forfeitures
Forfeited balances of terminated participants’ nonvested accounts are used to pay Plan expenses not
paid by the Plan Sponsor or will be used to reduce future Plan Sponsor contributions. Forfeited
contributions totaled $39,071 in 2006 and the Plan did not use forfeitures to pay Plan expenses. At
December 31, 2006 unallocated forfeitures totaled $40,136.
Benefit Payments
Upon termination of service for any reason, a participant’s account is generally distributed in a
single lump-sum payment upon request. If the account balance is $1,000 or less, the entire balance
is distributed to the participant.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right to terminate the Plan
at any time, subject to the provisions of ERISA. In the event of a termination of the Plan,
participants will become fully vested in their accounts.
Administrative Expenses
The Company typically pays the majority of the administrative fees for the Plan.
5
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on an accrual basis.
Investments Valuation
All Plan investments are held by The Charles Schwab Trust Company (“Charles Schwab” or the
“Trustee”). Investments in registered investment company mutual funds are valued at quoted market
prices which represent the net asset value of shares held by the Plan at year-end. Investments in
common collective trust funds are valued at contract value (which
approximates fair market value) as reported to the Plan by Charles
Schwab. The shares of Medicis Pharmaceutical Corporation common stock are valued at quoted market
prices at year-end. Participant loans are valued at their outstanding balance, which approximates
fair value.
The Medicis Pharmaceutical Corporation Stock Fund (the Fund) is tracked on a unitized basis. The
Fund consists of Medicis Pharmaceutical Corporation common stock and cash sufficient to meet the
Fund’s daily cash needs. Unitizing the Fund allows for daily trends. The value of a unit reflects
the combined value of the common stock and the cash held by the Fund.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
The realized gain or loss on investments is included with unrealized appreciation or depreciation
in the current value of investments.
Investment securities are exposed to various risks, such as interest rate, credit and market
volatility risks. The Plan’s exposure to credit loss in the event of nonperformance of investments
is limited to the carrying value of such investments. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in risks in the near
term could materially affect the amounts reported in the Statements of Net Assets Available for
Benefits.
Use of Estimates
The preparation of financial statements in conformity with U.S generally accepted accounting
principles requires management to make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these estimates.
6
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
New Accounting Pronouncements
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG
INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans (the FSP). The FSP defines the circumstances in which an investment
contract is considered fully benefit responsive and provides certain reporting and disclosure
requirements for fully benefit responsive investment contracts in defined contribution health and
welfare and pension plans. The financial statement presentation and disclosure provisions of the
FSP are effective for financial statements issued for annual periods ending after December 15, 2006
and are required to be applied retroactively to all prior periods presented for comparative
purposes. The Plan has adopted the provisions of the FSP at December 31, 2006. The Schwab Stable
Value Fund held by the Plan holds guaranteed investment contracts which are subject to the FSP.
Adoption of the FSP had an immaterial impact on the financial statements as the contract values
approximate estimated fair values.
In September 2006, the FASB issued Statement on Financial Accounting Standards No. 157 (SFAS 157),
Fair Value Measurements. SFAS 157 establishes a single authoritative definition of fair value, sets
out a framework for measuring fair value and requires additional disclosures about fair value
measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning after
November 15, 2007. The Company is currently evaluating what impact the adoption of SFAS 157 will
have on the financial statements.
7
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
3. Investments
The fair value of individual investments that represent 5 percent or more of the Plan’s net assets
available for benefits is as follows as of December 31:
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2006 |
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2005 |
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Schwab Managed Retirement 2020 |
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$ |
1,250,587 |
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$ |
* |
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Schwab Managed Retirement 2030 |
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2,771,506 |
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1,903,029 |
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Schwab Stable Value Fund |
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* |
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1,361,635 |
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Cohen & Steers Realty Shares |
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1,427,061 |
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* |
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Goldman Sachs Mid Cap Value A |
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1,913,755 |
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1,457,876 |
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UBS U.S. Small Cap Growth C1 Y |
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1,227,793 |
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1,032,945 |
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William Blair International Growth Fund |
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1,876,678 |
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1,179,040 |
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American Fund Investment Co Amer R4 |
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3,624,585 |
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2,908,863 |
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Medicis Pharmaceutical Corporation
Class A Common Stock |
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1,774,062 |
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1,065,755 |
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Investment balance represents less than 5% of net assets for indicated year. |
During 2006, the Plan’s investments (including investments purchased, sold, as well as held during
the year) appreciated (depreciated) in fair value as follows:
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Mutual funds |
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$ |
1,093,200 |
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Common collective trust funds |
|
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430,956 |
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Common stock |
|
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185,242 |
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Total |
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$ |
1,709,398 |
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4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated September 4,
2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (IRC)
and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to
operate in conformity with the IRC to maintain its qualification. The Plan Sponsor has indicated
that it will take necessary steps, if any, to maintain the Plan’s qualified status. Subsequent
amendments have been structured to, and are intended to, maintain the Plan’s qualified status.
8
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
5. Parties-In-Interest
Certain Plan investments are shares in mutual funds or units of common collective trust funds
managed by Charles Schwab or its affiliates. Because Charles Schwab is the Plan’s trustee, these
transactions qualify as party-in-interest transactions. In addition, certain Plan investments are
in Medicis Pharmaceutical Corporation Class A Common Stock. These transactions also qualify as
party-in-interest transactions. Still other Plan investments are made in the form of loans to Plan
participants. These transactions also qualify as party-in-interest transactions.
9
Medicis Pharmaceutical Corporation 401(k) Plan
Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)
EIN: 52-1574808 PN: 001
December 31, 2006
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Description of Investment |
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Including Maturity Date, Rate |
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Identity of Issue, Borrower, Lessor, or |
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of Interest, Collateral, Par, |
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Current |
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Similar Party |
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Shares or Maturity Value |
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Cost |
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Value |
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Mutual Funds: |
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American Fund Investment Co Amer R4 |
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Registered Investment Company |
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** |
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$ |
3,624,585 |
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Cohen & Steers Realty Shares |
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Registered Investment Company |
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** |
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1,427,061 |
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Goldman Sachs Mid Cap Value A |
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Registered Investment Company |
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** |
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1,913,755 |
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MFS Value Fund Class A |
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Registered Investment Company |
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** |
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848,138 |
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PIMCO Total Return Fund |
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Registered Investment Company |
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** |
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293,557 |
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Thornburg International Value I |
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Registered Investment Company |
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** |
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984,990 |
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UBS U.S. Small Cap Growth Cl Y |
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Registered Investment Company |
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** |
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1,227,793 |
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William Blair International Growth Fund |
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Registered Investment Company |
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** |
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1,876,678 |
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Alliancebernstein Value Adv Cl |
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Registered Investment Company |
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** |
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199,576 |
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Brandywine Blue Fund |
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Registered Investment Company |
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** |
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743,494 |
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Allianz NACM Pacific Rim Fund Cl D |
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Registered Investment Company |
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** |
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10,015 |
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Brandywine Advisors Fund |
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Registered Investment Company |
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** |
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14,758 |
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Bridgeway Aggressive Inv Port 2 |
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Registered Investment Company |
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** |
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7,377 |
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Calamos Growth Fund |
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Registered Investment Company |
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** |
|
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6,383 |
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Cohen & Steers Intl Realty Cl A |
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Registered Investment Company |
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** |
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7,090 |
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DFA Five-year Globalfixed Inc. Port |
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Registered Investment Company |
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** |
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9,839 |
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DFA Real-estate Securities Portfolio |
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Registered Investment Company |
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** |
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44,869 |
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DFA Two-year Global Fixed-Income |
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Registered Investment Company |
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** |
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33,195 |
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DFA US Large Cap Value Portfolio |
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Registered Investment Company |
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** |
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5,155 |
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DFA US Large Company Portfolio |
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Registered Investment Company |
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** |
|
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23,014 |
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DFA US Micro Cap Port |
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Registered Investment Company |
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** |
|
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7,641 |
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DFA US Small Cap Value Portfolio |
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Registered Investment Company |
|
** |
|
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14,438 |
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Eaton Vance Worldwide Health Science |
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Registered Investment Company |
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** |
|
|
3,087 |
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Hartford Growth Opportunities FD |
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Registered Investment Company |
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** |
|
|
15,886 |
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Income Fund of America Cl F American |
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Registered Investment Company |
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** |
|
|
4,044 |
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Janus Twenty Fund |
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Registered Investment Company |
|
** |
|
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11,205 |
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Janus Worldwide Fund |
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Registered Investment Company |
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** |
|
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16,595 |
|
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Marsico Focus Fund |
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Registered Investment Company |
|
** |
|
|
24,819 |
|
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NB Focus Fund |
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Registered Investment Company |
|
** |
|
|
11,161 |
|
| |
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Oakmark Fund |
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Registered Investment Company |
|
** |
|
|
79,143 |
|
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Old Mutual Large Cap Growth Fund |
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Registered Investment Company |
|
** |
|
|
10,121 |
|
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PIMCO Total Return Fund Instl Class |
|
Registered Investment Company |
|
** |
|
|
32,368 |
|
| |
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Profunds Ultra Energy |
|
Registered Investment Company |
|
** |
|
|
11,668 |
|
| |
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Royce Value Fund Investment Class |
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Registered Investment Company |
|
** |
|
|
11,390 |
|
| * |
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Schwab
S&P 500 Index Fund Inv Shs |
|
Registered Investment Company |
|
** |
|
|
19,813 |
|
| |
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SSGA Intl Stock Selection Fund |
|
Registered Investment Company |
|
** |
|
|
34,160 |
|
| |
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Templeton Growth Fund Cl A |
|
Registered Investment Company |
|
** |
|
|
13,668 |
|
| |
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US Global Inv Global |
|
Registered Investment Company |
|
** |
|
|
5,567 |
|
| |
|
Vanguard Growth & Income |
|
Registered Investment Company |
|
** |
|
|
11,737 |
|
11
Medicis Pharmaceutical Corporation 401(k) Plan
Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year) (continued)
EIN: 52-1574808 PN: 001
December 31, 2006
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Current |
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| |
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Identity of Issue |
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Description of Asset |
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Cost |
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Value |
|
| |
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Common Collective Trust Funds: |
|
|
|
|
|
|
|
|
| * |
|
Schwab Managed Retirement 2010 |
|
Common Collective Trust Fund |
|
** |
|
$ |
355,320 |
|
| * |
|
Schwab Managed Retirement 2020 |
|
Common Collective Trust Fund |
|
** |
|
|
1,250,587 |
|
| * |
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Schwab Managed Retirement 2030 |
|
Common Collective Trust Fund |
|
** |
|
|
2,771,506 |
|
| * |
|
Schwab Managed Retirement 2040 |
|
Common Collective Trust Fund |
|
** |
|
|
135,301 |
|
| * |
|
Schwab Stable Value Fund |
|
Common Collective Trust Fund |
|
** |
|
|
1,064,212 |
|
| |
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Common Stock: |
|
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|
|
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| * |
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Medicis Pharmaceutical Corporation |
|
|
|
|
|
|
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| |
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Class A Common Stock |
|
Employer Securities |
|
** |
|
|
1,774,062 |
|
| * |
|
Participant loans |
|
Interest rates ranging from 5.0% to 10.5%; various maturities |
|
** |
|
|
102,556 |
|
| |
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Short-Term Investments: |
|
|
|
|
|
|
|
|
| * |
|
Schwab Advisor Cash Reserves |
|
Short-term investments |
|
** |
|
|
3,858 |
|
| * |
|
Schwab Money Market Fund |
|
Short-term investments |
|
** |
|
|
158,053 |
|
| * |
|
Bank Midwest NA |
|
Short-term investments |
|
** |
|
|
2,000 |
|
| * |
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Sterling Svgs 4.95% |
|
Short-term investments |
|
** |
|
|
29,986 |
|
| * |
|
Washington Mut BK 4.9% |
|
Short-term investments |
|
** |
|
|
34,994 |
|
| * |
|
Cash |
|
Short-term investments |
|
** |
|
|
6 |
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$ |
21,322,274 |
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Party in interest as defined by ERISA |
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Investments are participant-directed, therefore cost information is not required. |
12
SIGNATURE
The Plan. Pursuant to the requirements of the Securities and Exchange Act of 1934 the Plan
Administrator has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
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MEDICIS PHARMACEUTICAL
CORPORATION 401(k) PLAN |
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(Full Title of the Plan) |
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Date: June 29, 2007
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By:
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/s/ MARK A. PRYGOCKI, SR. |
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Mark A. Prygocki, Sr. |
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Executive Vice President, Chief Financial
Officer and Treasurer of Medicis
Pharmaceutical Corporation, issuer of the
securities held pursuant to the Plan (Plan
Administrator)
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