- Amended tender offer statement by Third Party (SC TO-T/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 6)

PHARMANET DEVELOPMENT GROUP, INC.

(Name of Subject Company (Issuer))

PDGI ACQUISITION CORP. (Offeror)

JLL PHARMANET HOLDINGS, LLC (Parent of Offeror)

JLL PARTNERS FUND V, L.P.

JLL PARTNERS FUND VI, L.P.

(Name of Filing Persons)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

717148100

(CUSIP Number of Class of Securities)

PDGI Acquisition Corp.

c/o JLL Partners, Inc.

450 Lexington Avenue, 31st Floor

New York, NY 10017

Attention: Peter M. Strothman

Tel: 212-286-8600

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Steven J. Daniels, Esq.

One Rodney Square

P.O. Box 636

Wilmington, Delaware 19899

Tel: 302-651-3000

CALCULATION OF FILING FEE

Transaction Valuation(1)		Amount of Filing Fee(2)
$99,072,755		$3,894

_____________

(1)	Estimated solely for purposes of calculating the filing fee. The transaction value was determined by multiplying the offer price of $5.00 net per share in cash by 19,814,551, which is the sum of (i) 19,797,146 shares of common stock, par value $0.001 per share, of PharmaNet Development Group, Inc. (“PharmaNet”) outstanding as of February 2, 2009, as represented by PharmaNet in the Merger Agreement (as defined herein) and (ii) 17,405 shares of common stock that PharmaNet expects to be issuable before the expiration of the Offer in connection with outstanding Restricted Stock Unit awards issued by PharmaNet, based on information provided by PharmaNet.
(2)	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0000393.
■	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: $3,894		Filing Party: PDGI Acquisition Corp., JLL PharmaNet Holdings, LLC, JLL Partners Fund V, L.P. and JLL Partners Fund VI, L.P.
Form or Registration No.: Schedule TO		Date Filed: February 12, 2009
o	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.
o	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: o

This Amendment No. 6 (“Amendment No. 6”) further amends the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on February 12, 2009, as amended on February 19, 2009, February 23, 2009, March 5, 2009, March 13, 2009 and March 18, 2009 by PDGI Acquisition Corp., a Delaware corporation (“Purchaser”), JLL PharmaNet Holdings, LLC, a Delaware limited liability company and Purchaser’s sole stockholder (“Parent”), JLL Partners Fund V, L.P., a Delaware limited partnership (“JLL Fund V”), and JLL Partners Fund VI, L.P., a Delaware limited partnership (together with JLL Fund V, the “Sponsors”), which relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share, of PharmaNet Development Group, Inc., a Delaware corporation (“PharmaNet”), and the associated rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.10 per share, of PharmaNet (collectively, the “Shares”), at a price of $5.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 12, 2009 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which are annexed to, and filed with, the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of February 3, 2009 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Parent, Purchaser and PharmaNet, a copy of which is attached as Exhibit (d)(1) to the Schedule TO, and is incorporated herein by reference with respect to Item 11 of this Amendment No. 6.

Purchaser and Parent are affiliates of the Sponsors. This Amendment No. 6 is being filed on behalf of Purchaser, Parent and the Sponsors.

Unless otherwise indicated, references to sections in this Amendment No. 6 are references to sections of the Offer to Purchase. The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference with respect to Item 11 of this Amendment No. 6, and is supplemented by the information specifically provided herein. Except as otherwise indicated, the information set forth in the Schedule TO remains unchanged. All capitalized terms used in this Amendment No. 6 without definition have the meanings ascribed to them in the Schedule TO or the Offer to Purchase.

This Amendment No. 6 is filed solely for the following purposes: to announce the results of the Offer, to announce the commencement of a subsequent offering period and to supplement Item 12 with an additional exhibit.

ITEM 11. ADDITIONAL INFORMATION.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

“Based on information from the Depositary, as of 12:00 midnight, New York City time, on Thursday, March 19, 2009 (the “Expiration Date”), a total of 17,876,946 Shares ( in addition to 4,636,682 Shares delivered through notices of guaranteed delivery) were validly tendered and not withdrawn pursuant to the Offer, representing approximately 90.3% of the currently outstanding Shares.

The number of Shares tendered pursuant to the Offer satisfies the Minimum Condition. Purchaser has accepted for payment all Shares validly tendered and not withdrawn prior to the Expiration Date and will make payment to the Depositary for the accepted Shares promptly.

On March 20, 2009, Parent and PharmaNet issued a joint press release announcing that Purchaser has accepted for payment all Shares that were validly tendered and not withdrawn prior to the Expiration Date of the Offer. Parent also announced that Purchaser has elected to provide a Subsequent Offering Period, which will commence immediately and will expire at 5:00 p.m., New York City time, on March 27, 2009. The full text of the press release is attached as Exhibit (a)(5)(C) to the Schedule TO and is incorporated herein by reference.

All Shares validly tendered during the Subsequent Offering Period will be accepted and stockholders who tender their Shares pursuant to the Offer during the Subsequent Offering Period will receive the same Offer Price paid to tendering stockholders who tendered their Shares pursuant to the Offer during the offering period. The procedures for accepting the Offer and tendering Shares during the Subsequent Offering Period are the same as

those described for the Offer, except that (i) the guaranteed delivery procedures may not be used during the Subsequent Offering Period and (ii) Shares tendered during the Subsequent Offering Period may not be withdrawn.”

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and restated in its entirety to read as follows:

(a)(1)(A)*	Offer to Purchase, dated February 12, 2009
(a)(1)(B)*	Form of Letter of Transmittal
(a)(1)(C)*	Form of Notice of Guaranteed Delivery
(a)(1)(D)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)*	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)*	Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form
(a)(1)(G)*	Joint Press Release, dated February 3, 2009, of PharmaNet and Parent (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by PharmaNet with the Securities and Exchange Commission on February 3, 2009)
(a)(1)(H)*	Joint Press Release, dated February 12, 2009, of PharmaNet and Parent
(a)(1)(I)*	Form of summary advertisement, published February 12, 2009 in The Wall Street Journal
(a)(5)*	Section 262 of the DGCL
(a)(5)(A)*	Press Release, dated March 13, 2009, of Parent
(a)(5)(B)*	Press Release, dated March 18, 2009, of Parent
(a)(5)(C)	Joint Press Release, dated March 20, 2009, of PharmaNet and Parent
(d)(1)*	Agreement and Plan of Merger, dated as of February 3, 2009, by and among Parent, Purchaser and PharmaNet (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by PharmaNet with the Securities and Exchange Commission on February 3, 2009)
(d)(2)*	Confidentiality Agreement, dated as of December 1, 2008, by and between JLL Partners, Inc. and PharmaNet

*- Filed previously

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.

	PDGI Acquisition Corp.


	By:	/s/ Paul S. Levy
	Name:	Paul S. Levy
	Title:	President

	JLL PharmaNet Holdings, LLC


	By:	/s/ Paul S. Levy
	Name:	Paul S. Levy
	Title:	President

	JLL Partners Fund V, L.P.

	By:	JLL Associates V, L.P.
	Its:	General Partner

	By:	JLL Associates, G.P. V, L.L.C.
	Its:	General Partner

	By:	/s/ Paul S. Levy
	Name:	Paul S. Levy
	Title:	Managing Member

	JLL Partners Fund VI, L.P.

	By:	JLL Associates VI, L.P.
	Its:	General Partner

	By:	JLL Associates, G.P. VI, L.L.C.
	Its:	General Partner

	By:	/s/ Paul S. Levy
	Name:	Paul S. Levy
	Title:	Managing Member

Dated: March 20, 2009

EXHIBIT INDEX

The Exhibit Index is hereby amended and restated in its entirety as follows:

(a)(1)(A)*	Offer to Purchase, dated February 12, 2009
(a)(1)(B)*	Form of Letter of Transmittal
(a)(1)(C)*	Form of Notice of Guaranteed Delivery
(a)(1)(D)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)*	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)*	Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form
(a)(1)(G)*	Joint Press Release of PharmaNet, dated February 3, 2009, of PharmaNet and Parent (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by PharmaNet with the Securities and Exchange Commission on February 3, 2009)
(a)(1)(H)*	Joint Press Release, dated February 12, 2009, of PharmaNet and Parent
(a)(1)(I)*	Form of summary advertisement, published February 12, 2009 in The Wall Street Journal
(a)(5)*	Section 262 of the DGCL
(a)(5)(A)*	Press Release, dated March 13, 2009, of Parent
(a)(5)(B)*	Press Release, dated March 18, 2009, of Parent
(a)(5)(C)	Joint Press Release, dated March 20, 2009, of PharmaNet and Parent
(d)(1)*	Agreement and Plan of Merger, dated as of February 3, 2009, by and among Parent, Purchaser and PharmaNet (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by PharmaNet with the Securities and Exchange Commission on February 3, 2009)
(d)(2)*	Confidentiality Agreement, dated as of December 1, 2008, by and between JLL Partners, Inc. and PharmaNet