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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
Amendment No. 2
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ENDO PHARMACEUTICALS HOLDINGS INC.
(Name of Subject Company (Issuer))
ENDO PHARMACEUTICALS HOLDINGS INC.
(Name of Filing Persons (Offeror))
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CLASS A TRANSFERABLE WARRANTS
CLASS B NON-TRANSFERABLE WARRANTS
(Title of Class of Securities)
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29264F114
29264NTWT
(Cusip Number of Class of Securities)
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Caroline Berry Manogue, Esq.
Senior Vice President, General Counsel and Secretary
100 Painters Drive
Chadds Ford, Pennsylvania 19317
(610) 558-9800
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Eileen T. Nugent, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Telephone: 212-735-3000
CALCULATION OF FILING FEE
Transaction Valuation*: $10,145,231.25 Amunt of Filing Fee**: $2,029.05
* Estimated for purposes of calculating the amount of the filing fee
only. This calculation assumes the purchase of 13,500,000 Class A
Transferable Warrants (the "Class A Warrants") and all outstanding
Class B Non-Transferable Warrants (the "Class B Warrants" and,
together with the Class A Warrants, the "Warrants"), at a price per
Warrant of $0.75 in cash. As of December 3, 2001, there were
17,576,424 Class A Warrants and 26,975 Class B Warrants outstanding.
The amount of the filing fee, calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the value of the transaction.
** Previously paid.
|_| 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.
Amount previously paid: Not applicable Filing Party: Not applicable
Form or registration no.: Not applicable Date Filed: Not applicable
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. Check
the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| 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: |_|
This Amendment No. 2 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed by Endo Pharmaceuticals
Holdings Inc., a Delaware corporation ("Endo") on December 5, 2001 and
amended by Amendment No. 1 thereto filed December 20, 2001 (as so amended,
the "Schedule TO"). The Schedule TO relates to an offer by Endo to purchase
up to 13,500,000 of the issued and outstanding Class A Transferable
Warrants (the "Class A Warrants") and any and all of the issued and
outstanding Class B Non-Transferable Warrants (the "Class B Warrants" and,
collectively with the Class A Warrants, the "Warrants"), of Endo at a
purchase price of $0.75 per Warrant, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 5, 2001 (the "Offer to Purchase") and
in the related Letter of Transmittal (the "Letter of Transmittal"). A copy
of the Offer to Purchase is attached hereto as Exhibit (a)(1)(A), and a
copy of the Letter of Transmittal is attached hereto as Exhibit (a)(1)(C).
The Offer to Purchase and Letter of Transmittal, collectively, as they may
be amended or supplemented from time to time, constitute the "Offer".
The information in the Offer to Purchase, including all schedules
and annexes thereto, is hereby expressly incorporated herein by reference
in response to all the items of this Schedule TO, except as otherwise set
forth below.
Capitalized terms used herein and not defined herein have the
respective meanings assigned to such terms in the Offer to Purchase and the
Schedule TO.
This Amendment No. 2 to the Tender Offer Statement on Schedule TO
is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4)
promulgated under the Securities Act of 1934, as amended.
ITEM 4. TERMS OF THE TRANSACTION.
The expiration date set forth in the Offer as 12:00 midnight, New
York City Time, on January 14, 2002, is hereby amended and extended to
12:00 midnight, New York City Time, on January 15, 2002, unless the Offer
is again extended. On January 14, 2002, Endo issued a press release
announcing the extension of the Offer. The press release is included herein
as Exhibit (a)(1)(I) and incorporated herein by reference.
ITEM 12. EXHIBITS.
Exhibit No. Description
(a)(1)(A) Offer to Purchase dated December 5, 2001*
(a)(1)(C) Letter of Transmittal.*
(a)(1)(D) Notice of Guaranteed Delivery.*
(a)(1)(E) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
(a)(1)(F) Letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
(a)(1)(G) Press Release dated December 5, 2001*
(a)(1)(H) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W- 9.*
(a)(1)(I) Press Release dated January 14, 2002.
(b) None.
(c) None.
(d)(1)(A) Amended and Restated Executive Stockholders Agreement,
dated as of July 14, 2000, by and among Endo, Endo
Pharma LLC, Kelso Investment Associates V, L.P. ("KIA
V"), Kelso Equity Partners V, L.P. ("KEP V") and the
Management Stockholders (as defined therein).(1)
(d)(1)(B) Amended and Restated Employee Stockholders Agreement,
dated as of July 14, 2000, by and among Endo, Endo
Pharma LLC, KIA V, KEP and the Employee Stockholders (as
defined therein).(2)
(d)(1)(C) Endo LLC Amended and Restated 1997 Employee Stock Option
Plan. (3)
(d)(1)(D) Endo LLC Amended and Restated 1997 Executive Stock
Option Plan. (4)
(d)(1)(E) Endo LLC 2000 Amended and Restated Supplemental Employee
Stock Option Plan.(5)
(d)(1)(F) Endo LLC 2000 Amended and Restated Supplemental
Executive Stock Option Plan. (6)
(d)(1)(G) Tax Sharing Agreement: dated as of July 17, 2000, by and
among Endo, Endo Inc. and Endo Pharma LLC.(7)
(d)(1)(H) Kelso Side Letter: Letter Agreement, dated as of
November 26, 1999, by and among Algos, Endo, KIA V and
KEP V.(8)
(d)(1)(I) Registration Rights Agreement: dated as of July 17,
2000, by and between Endo and Endo Pharma LLC.(9)
(e) None.
(f) Not Applicable.
(g) None.
(h) None.
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* Previously filed.
(1) Incorporated by reference to Exhibit 4.1 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter ended June
30, 2000 filed with the Commission on August 15, 2000.
(2) Incorporated by reference to Exhibit 4.2 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter ended June
30, 2000 filed with the Commission on August 15, 2000.
(3) Incorporated by reference to Exhibit 10.22 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 2000 filed with the Commission on November13, 2000.
(4) Incorporated by reference to Exhibit 10.23 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 2000 filed with the Commission on November 13, 2000.
(5) Incorporated by reference to Exhibit 10.24 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 2000 filed with the Commission on November 13, 2000.
(6) Incorporated by reference to Exhibit 10.25 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 2000 filed with the Commission on November 13, 2000.
(7) Incorporated by reference to Exhibit 10.5 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter ended June
30, 2000 filed with the Commission on August 15, 2000.
(8) Incorporated by reference to Exhibit 10.4 of Endo Pharmaceuticals
Holdings' Registration Statement filed with the Commission on June 9,
2000.
(9) Incorporated by reference to Exhibit 4.4 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter ended June
30, 2000 filed with the Commission on August 15, 2000.
SIGNATURE
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.
ENDO PHARMACEUTICALS HOLDINGS INC.
By: /s/ CAROLINE B. MANOGUE
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Name: Caroline B. Manogue
Title: Senior Vice President,
General Counsel & Secretary
Date: January 14, 2002
EXHIBIT INDEX
Exhibit No. Description
(a)(1)(A) Offer to Purchase dated December 5, 2001*
(a)(1)(C) Letter of Transmittal.*
(a)(1)(D) Notice of Guaranteed Delivery.*
(a)(1)(E) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
(a)(1)(F) Letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
(a)(1)(G) Press Release dated December 5, 2001*
(a)(1)(H) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W- 9.*
(a)(1)(I) Press Release dated January 14, 2002.
(b) None.
(c) None.
(d)(1)(A) Amended and Restated Executive Stockholders Agreement,
dated as of July 14, 2000, by and among Endo, Endo
Pharma LLC, Kelso Investment Associates V, L.P. ("KIA
V"), Kelso Equity Partners V, L.P. ("KEP V") and the
Management Stockholders (as defined therein).(1)
(d)(1)(B) Amended and Restated Employee Stockholders Agreement,
dated as of July 14, 2000, by and among Endo, Endo
Pharma LLC, KIA V, KEP and the Employee Stockholders (as
defined therein).(2)
(d)(1)(C) Endo LLC Amended and Restated 1997 Employee Stock Option
Plan. (3)
(d)(1)(D) Endo LLC Amended and Restated 1997 Executive Stock
Option Plan. (4)
(d)(1)(E) Endo LLC 2000 Amended and Restated Supplemental Employee
Stock Option Plan.(5)
(d)(1)(F) Endo LLC 2000 Amended and Restated Supplemental
Executive Stock Option Plan. (6)
(d)(1)(G) Tax Sharing Agreement: dated as of July 17, 2000, by and
among Endo, Endo Inc. and Endo Pharma LLC.(7)
(d)(1)(H) Kelso Side Letter: Letter Agreement, dated as of
November 26, 1999, by and among Algos, Endo, KIA V and
KEP V.(8)
(d)(1)(I) Registration Rights Agreement: dated as of July 17,
2000, by and between Endo and Endo Pharma LLC.(9)
(e) None.
(f) Not Applicable.
(g) None.
(h) None.
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* Previously Filed
(1) Incorporated by reference to Exhibit 4.1 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter ended June
30, 2000 filed with the Commission on August 15, 2000.
(2) Incorporated by reference to Exhibit 4.2 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter ended June
30, 2000 filed with the Commission on August 15, 2000.
(3) Incorporated by reference to Exhibit 10.22 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 2000 filed with the Commission on November13, 2000.
(4) Incorporated by reference to Exhibit 10.23 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 2000 filed with the Commission on November 13, 2000.
(5) Incorporated by reference to Exhibit 10.24 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 2000 filed with the Commission on November 13, 2000.
(6) Incorporated by reference to Exhibit 10.25 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 2000 filed with the Commission on November 13, 2000.
(7) Incorporated by reference to Exhibit 10.5 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter ended June
30, 2000 filed with the Commission on August 15, 2000.
(8) Incorporated by reference to Exhibit 10.4 of Endo Pharmaceuticals
Holdings' Registration Statement filed with the Commission on June 9,
2000.
(9) Incorporated by reference to Exhibit 4.4 of Endo Pharmaceuticals
Holdings' Quarterly Report on Form 10-Q for the Quarter ended June
30, 2000 filed with the Commission on August 15, 2000.