SECURITIES AND EXCHANGE COMMISSION
Washington, State D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Amylin Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, Par Value $.001
(Title of Class of Securities)
032346108
(CUSIP Number)
Marc Weitzen, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 22, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
AMENDMENT NO. 11
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission ("SEC") by
the Reporting Persons on May 22, 2008 (as amended, the "Initial 13D"), as
amended by amendment No. 1 filed on September 12, 2009, amendment no. 2 filed on
January 29, 2009, amendment no. 3 filed on January 30, 2009, amendment no. 4
filed on February 5, 2009, amendment no. 5 filed on April 9, 2009, amendment no.
6 filed on April 16, 2009, amendment no. 7 filed on April 21, 2009, amendment
no. 8 filed on April 22, 2009 , amendment no. 9 filed on April 30, 2009 and
amendment no. 10 filed on May 14, 2009 thereto, with respect to the shares of
Common Stock, par value $.001 (the "Shares"), issued by Amylin Pharmaceuticals,
Inc., (the "Issuer"), is hereby amended to furnish the additional information
set forth herein. All capitalized terms contained herein but not otherwise
defined shall have the meanings ascribed to such terms in the Initial 13D. The
address of the principal executive offices of the Issuer is 9360 Towne Centre
Drive, San Diego, California 92121.
Item 4. Purpose of Transaction
Item 4 is here by amended by the addition of the following:
Recently, representatives of the Reporting Persons have spoken either directly
or indirectly with Board members and officers of Issuer and have been assured
that a sufficient number of Board members are in favor of, and will vote at
their upcoming Board meeting to re-nominate each of the twelve incumbent
directors, including Alexander Denner and M. Kathleen Behrens, as the Board's
slate of director nominees at the Issuer's 2010 Annual Meeting of Stockholders.
Based upon these assurances that the Board will nominate Dr. Denner and Ms
Behrens and given that Reporting Persons believe that the Board of Directors is
functioning more satisfactorily than in the past, the Reporting Persons have
determined not to give notice of their intent to nominate persons for election
to the Board of Directors at the 2010 Annual Meeting.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 25, 2010
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
-------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
[Signature Page of Schedule 13D Amendment No. 11 -
Amylin Pharmaceuticals, Inc.]
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
[Signature Page of Schedule 13D Amendment No. 11 -
Amylin Pharmaceuticals, Inc.]
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
[Signature Page of Schedule 13D Amendment No. 11 -
Amylin Pharmaceuticals, Inc.]
Dated: January 25, 2010
/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN
[Signature Page of Schedule 13D Amendment No. 11 -
Amylin Pharmaceuticals, Inc.]