SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
Amylin Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
CARL C. ICAHN
DR. ALEXANDER J. DENNER
DR. THOMAS F. DEUEL
MR. MAYU SRIS
MR. JEFFREY MECKLER
DR. ERIC ENDE
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN ENTERPRISES G.P. INC.
ICAHN ENTERPRISES HOLDINGS L.P.
IPH GP LLC
ICAHN CAPITAL L.P.
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
BECKTON CORP.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
On May 20, 2009, Carl C. Icahn issued the following press release.
For Immediate Release Contact Susan Gordon
May 20, 2009 212 702-4309
THREE INDEPENDENT PROXY ADVISORY FIRMS SUPPORT
STOCKHOLDER NOMINEES IN AMYLIN PROXY FIGHT
New York, New York - May 20, 2009 - Carl C. Icahn announced today that three
influential independent proxy voting advisory services, RiskMetrics Group, Glass
Lewis & Co and PROXY Governance, Inc., have recommended that stockholders of
Amylin Pharmaceuticals, Inc. (NASDAQ: AMLN) support stockholder nominees for
election to the Board of Directors of Amylin's at the 2009 Annual Meeting of
Stockholders.
o RiskMetrics Group has recommended that Amylin stockholders vote FOR
the election of our nominee, Dr. Alexander J. Denner and FOR the
election of Eastbourne nominees, Dr. Kathleen Behrens and Charles
Fleischman.
o Glass Lewis & Co has recommended that Amylin stockholders vote FOR the
election of our nominee Dr. Alexander J. Denner and Eastbourne
nominees, Dr. Kathleen Behrens and Jay Sherwood.
o PROXY Governance, Inc. has recommended Amylin stockholders vote FOR
the election of our nominees, Dr. Alexander J. Denner and Dr. Thomas
Deuel and Eastbourne nominees, Dr. Kathleen Behrens, Charles
Fleischman and Jay Sherwood.
In order to follow any of the above recommendations, which were made by three
leading independent proxy voting advisory services, stockholders CANNOT use the
blue proxy card since the names of the nominees of Icahn and Eastbourne cannot
be written in. To reiterate, stockholders should NOT vote the blue proxy card
because the blue proxy card will NOT allow stockholders, among other things, to
vote for either of our nominees (Dr. Alexander J. Denner and Dr. Thomas Deuel).
We urge stockholders to use our GOLD proxy card to elect Dr. Alexander J. Denner
and Dr. Thomas Deuel. The GOLD proxy card will allow stockholders to vote for
Dr. Alexander J. Denner and Dr. Thomas Deuel and will have the effect of voting
for the Eastbourne nominees as well as the seven management nominees described
thereon. If you wish to withhold authority for any of our nominees or any of the
nominees of Eastbourne or any of the seven management nominees you may mark the
"for all except" box and write the name of the nominees you do not support.
Stockholders are reminded that they CANNOT vote the blue proxy card to vote for
any of our nominees or any of the nominees of Eastbourne and are urged to
support our nominees on our GOLD proxy card.
If you have any questions about voting your shares, please call Edward McCarthy
or Richard Grubaugh of D.F. King & Co., Inc at (212) 269-5550.
ON MAY 6, 2009, THE PARTICIPANTS FILED A DEFINITIVE PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
PROXIES BY CARL C. ICAHN, DR. ALEXANDER J. DENNER, DR. THOMAS F. DEUEL, MAYU
SRIS, JEFFREY MECKLER, DR. ERIC ENDE, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER
FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP,
ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN
CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP., AND CERTAIN OF
THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF AMYLIN PHARMACEUTICALS,
INC. FOR USE AT ITS ANNUAL MEETING, BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS. THE DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY IS AVAILABLE TO STOCKHOLDERS OF AMYLIN
PHARMACEUTICALS INC. FROM THE PARTICIPANTS AT NO CHARGE AND IS ALSO AVAILABLE AT
NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV OR BY CONTACTING D.F. KING & CO., INC. BY TELEPHONE
TOLL FREE AT 1-800-488-8075.