- Amended tender offer statement by Issuer (SC TO-I/A)
July 15 2009 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to the
SCHEDULE TO
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
WYETH
(Name of Subject Company (Issuer))
WYETH
(Name of Filing Person (Issuer))
Floating Rate Convertible Senior Debentures due 2024
(Title of Class of
Securities)
983024AD2 and 983024AC4
(CUSIP
Number of Class of Securities)
Lawrence V. Stein
Senior Vice
President and General Counsel
Wyeth
Five Giralda Farms
Madison, New Jersey 07940
(973) 660-5000
(Name, address and
telephone number of person authorized to receive notices and communications on behalf of filing person)
with copy to:
Joseph H. Kaufman, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2948
CALCULATION OF FILING FEE
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Transaction Valuation*:
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Amount of Filing Fee**:
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$787,803,000
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$43,959.41
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*
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Calculated solely for purposes of determining the filing fee. The purchase price of the Floating Rate Convertible Senior Debentures due 2024 (the
Securities
), as
described herein, is $1,000 per $1,000 principal amount at maturity outstanding. As of June 12, 2009, there was $787,803,000 in aggregate principal amount at maturity of Securities outstanding, resulting in an aggregate maximum purchase price
of $787,803,000.
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**
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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 $55.80 for each $1,000,000 of the value of
the transaction.
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x
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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: $43,959.41
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Filing Party: Wyeth
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Form or Registration No.: Schedule TO-I
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Date Filed: June 16, 2009
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¨
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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 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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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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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:
x
INTRODUCTORY STATEMENT
This Amendment No. 1 relates to the Issuer Tender Offer Statement on Schedule TO filed by Wyeth, a Delaware corporation (the Company),
with the Securities and Exchange Commission on June 16, 2009 (the Schedule TO) with respect to the right of each holder (the Holder) of the Companys Floating Rate Convertible Senior Debentures due 2024 (the
Securities) to sell, and the obligation of the Company to purchase, the Securities on July 15, 2009 (the Purchase Date), as set forth in the Company Notice to Holders of Convertible Debentures due 2024, dated
June 16, 2009 (the Company Notice) and the related notice materials, each as filed as exhibits to the Schedule TO (which Company Notice and related notice materials, as amended or supplemented from time to time, collectively
constitute the Put Option).
This Amendment No. 1 is being filed by the Company and amends and supplements certain
provisions of the Schedule TO to the extent set forth herein.
The Schedule TO as amended and supplemented by this Amendment No. 1 is
intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
Items 1
through 9.
Item 1 through 9 of the Schedule TO is hereby amended and supplemented by adding the following:
On the Purchase Date, the Company accepted for purchase all outstanding Securities that were validly tendered and not validly withdrawn as of
July 14, 2009, pursuant to the Company Notice. Based on final information provided to the Company by The Bank of New York Mellon, the Trustee and Paying Agent for the Put Option, $765,139,000 in aggregate principal amount of Securities,
representing approximately 97.1 percent of the aggregate principal amount of the outstanding Securities prior to the completion of the Put Option, were validly tendered and accepted for purchase in the Put Option, at a cash purchase price of $1,000
per $1,000 principal amount at maturity of Securities, plus accrued and unpaid interest up to, but excluding, the Purchase Date. The aggregate purchase price (including accrued and unpaid interest) for the accepted Securities of $765,139,000, which
was deposited with The Depository Trust Company (DTC) on July 15, 2009, will be delivered promptly to tendering holders by DTC. Because the Purchase Date coincided with the July 15, 2009 regular interest payment date, there was
no accrued but unpaid interest payable on the Securities on the Purchase Date, although regular interest payments were paid on the same date to all Holders of record as of July 1, 2009, the regular interest payment record date.
Pursuant to the terms of the Put Option, Securities that were not tendered will remain outstanding, and the terms and conditions of the Securities,
including the covenants and other protective provisions contained in the indenture governing the Securities, will remain unchanged.
The
full text of the press release announcing the final results of the Put Option is filed as Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by reference.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
(a)(5)(B) Press release issued by the Company on July 15, 2009.
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.
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WYETH
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By:
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/s/ Gregory Norden
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Name:
Title:
Dated:
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Gregory Norden
Senior Vice President and Chief Financial Officer
July 15, 2009
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EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(5)(B)
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Press release issued by the Company on July 15, 2009.
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