SECURITIES AND EXCHANGE
COMMISSION,
Washington, D.C.
20549
SCHEDULE TO
Amendment
No. 1
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Medicis Pharmaceutical
Corporation
(Name of Subject Company
(Issuer))
Medicis Pharmaceutical
Corporation
(Names of Filing Persons
(Offerors))
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2.5% Contingent Convertible
Notes due 2032
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58470KAA2
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(Titles of Classes of
Securities)
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(CUSIP Number of Class of
Securities)
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Jason D. Hanson
Executive Vice President, General Counsel and Secretary
Medicis Pharmaceutical Corporation
8125 North Hayden Road
Scottsdale, Arizona
85258-2463
(602) 808-8800
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Persons)
Copies to:
Charles K. Ruck, Esq.
Kevin B. Espinola, Esq.
Angela L. Grinstead, Esq.
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92625
Tel:
(714) 540-1235
CALCULATION
OF FILING FEE
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Transaction
Valuation*
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Amount of Filing
Fee**
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$169,600,627.83
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$5,206.74
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*
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Calculated solely for purposes of
determining the filing fee. The purchase price of the 2.5%
Contingent Convertible Notes due 2032 (the
“Securities”), as described herein, is $1,002.67 per
$1,000 principal amount at maturity outstanding. As of
June 7, 2007 there was $169,149,000 in aggregate principal
amount at maturity of Securities outstanding, resulting in an
aggregate maximum purchase price of $169,600,627.83.
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**
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Previously paid.
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount Previously Paid: Not
applicable
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Filing Party: Not applicable
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Form or Registration No.: Not
applicable
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Date Filed: Not applicable
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
o third-party
tender offer subject to
Rule 14d-1.
þ issuer
tender offer subject to
Rule 13e-4.
o going-private
transaction subject to
Rule 13e-3.
o Amendment
to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer: þ
INTRODUCTORY
STATEMENT
This Amendment No. 1 to Schedule TO (this
“Amendment”) amends and supplements the Tender Offer
Statement on
Schedule TO-I
filed by Medicis Pharmaceutical Corporation (the
“Company”), on June 13, 2007 (the
“Schedule TO-I”),
related to the Company’s 2.5% Contingent Convertible Senior
Notes due 2032 (the “Securities”). This Amendment
relates to the right of each holder (the “Holder”) of
the Securities to sell, and the obligation of the Company to
purchase the Securities, as set forth in the Company Notice to
Holders of Contingent Convertible Senior Notes due 2032, dated
June 13, 2007 (the “Company Notice”), and the
related notice materials previously filed as exhibits to the
Schedule TO-I
(which Company Notice and related notice materials, as amended
or supplemented from time to time, collectively constitute the
“Option”). The Company Notice and related notice
materials are incorporated by reference in this Amendment. This
Amendment amends and supplements the
Schedule TO-I
as set forth below and is intended to satisfy the disclosure
requirements of
Rule 13e-4(c)(4)
under the Securities Exchange Act of 1934, as amended.
The Option expired at 5:00 p.m., New York City time, on
July 11, 2007. The Company has been advised by Deutsche
Bank Trust Company Americas, as paying agent (the
“Paying Agent”), that, pursuant to the terms of the
Option, Securities with an aggregate principal amount at
maturity of $5,000 were validly surrendered and not withdrawn
prior to the expiration of the Option. The Company has accepted
these Securities for purchase and, before
11:00 a.m. New York City time on July 13, 2007,
will forward cash in payment of the purchase price to the Paying
Agent for distribution to holders exercising their option. After
this purchase pursuant to the Option, approximately
$169.2 million principal amount at maturity of the
Securities remains outstanding.
Items 1
through 12.
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
MEDICIS PHARMACEUTICAL CORPORATION
By:
/s/ Mark
A. Prygocki, Sr.
Name: Mark A. Prygocki, Sr.
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Title:
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Executive Vice President,
Chief Financial Officer and Treasurer
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Date: July 12, 2007