SECURITIES AND EXCHANGE
COMMISSION,
WASHINGTON, D.C.
20549
Schedule TO
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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1.5% Contingent Convertible Notes due 2033
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584690AA9
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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.
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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$286,039,325
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$11,241.35
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*
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Calculated solely for purposes of determining the filing fee.
The purchase price of the 1.5% Contingent Convertible Notes due
2033 (the “Securities”), as described herein, is
$1,007.50 per $1,000 principal amount at maturity outstanding.
As of May 2, 2008 there was $283,910,000 in aggregate
principal amount at maturity of Securities outstanding,
resulting in an aggregate maximum purchase price of $286,039,325.
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The amount of the filing fee was calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934, as amended,
and equals $39.30 for each $1,000,000 of the value of the
transaction.
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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:
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third-party tender offer subject to
Rule 14d-1.
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þ
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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Amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender offer:
INTRODUCTORY
STATEMENT
As required by, pursuant to the terms of and subject to the
conditions set forth in the Indenture, dated as of
August 19, 2003 (the “Indenture”), between
Medicis Pharmaceutical Corporation, a Delaware corporation (the
“Company”), and Deutsche Bank Trust Company
Americas, a New York banking corporation duly organized and
existing under the laws of the State of New York, as trustee
(the “Trustee”), for the Company’s 1.5%
Contingent Convertible Senior Notes due 2033 (the
“Securities”), this Tender Offer Statement on
Schedule TO-I
(“Schedule TO-I”)
is filed by the Company, with respect 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 1.5% Contingent
Convertible Senior Notes due 2033, dated May 6, 2008 (the
“Company Notice”), and the related notice materials
filed as exhibits to this
Schedule TO-I
(which Company Notice and related notice materials, as amended
or supplemented from time to time, collectively constitute the
“Option Documents”).
This
Schedule TO-I
is intended to satisfy the disclosure requirements of
Rule 13e-4(c)(2)
under the Securities Exchange Act of 1934, as amended.
Items 1
through 9.
The Company is the issuer of the Securities and is obligated to
purchase for cash all of the Securities if properly tendered by
the holders under the terms and subject to the conditions set
forth in the Option Documents. The Securities are convertible
into cash and shares of Class A common stock,
$0.014 par value per share, of the Company, if any, subject
to the terms, conditions and adjustments specified in the
Indenture and the Securities. The Company maintains its
principal executive offices at 8125 North Hayden Road,
Scottsdale, Arizona
85258-2463,
and the telephone number there is
(602) 808-8800.
As permitted by General Instruction F to Schedule TO,
all of the information set forth in the Option Documents is
incorporated by reference into this
Schedule TO-I.
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Item 10.
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Financial
Statements.
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(a) Pursuant to Instruction 2 to Item 10 of
Schedule TO, the Company’s financial condition is not
material to a Holder’s decision whether to put the
Securities to the Company because (i) the consideration
being paid to holders surrendering Securities consists solely of
cash, (ii) the Option is not subject to any financing
conditions, (iii) the Option applies to all outstanding
Securities and (iv) the Company is a public reporting
company that files reports electronically on EDGAR. The
financial condition and results of operations of the Company and
its subsidiaries are reported electronically on EDGAR on a
consolidated basis.
(b) Not applicable.
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Item 11.
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Additional
Information.
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(a) Not applicable.
(b) Not applicable.
(a)(1)(A) Company Notice to Holders of 1.5% Contingent
Convertible Notes due 2033, dated May 6, 2008.
(a)(1)(B)
Form W-9.
(b) Not applicable.
(d)(1) Indenture, dated as of August 19, 2003, between the
Company, as issuer, and Deutsche Bank Trust Company
Americas, as Trustee, incorporated by reference to
Exhibit 4.1(D) to the Company’s Annual Report on
Form 10-K
for the fiscal year ended June 30, 2004, previously filed
with the Securities and Exchange Commission on
September 10, 2004.
(g) Not applicable.
(h) Not applicable.
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Item 13.
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Information
Required by
Schedule 13E-3.
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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
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By:
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/s/ Richard
D. Peterson
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Name: Richard D. Peterson
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Title:
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Executive Vice President, Chief
Financial Officer and Treasurer
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Date: May 6, 2008