1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
September 29, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
WARNER CHILCOTT PUBLIC LIMITED COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
IRELAND 005-52501 NOT APPLICABLE
(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) NUMBER) IDENTIFICATION NO.)
LINCOLN HOUSE, LINCOLN PLACE,
DUBLIN 2,IRELAND
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
353-1-662-4962
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
2
Item 1. Changes in Control of the Registrant
On September 29, 2000, Galen Holdings PLC ("Galen"), a company
organized under the laws of Northern Ireland, acquired all of the outstanding
shares of Warner Chilcott Public Limited Company (the "Company") pursuant to a
Scheme of Arrangement (the "Scheme") approved by the shareholders of the Company
on September 4, 2000 and the High Court of the Republic of Ireland on September
27, 2000. The Scheme became effective on September 29, 2000. Pursuant to the
Scheme, the holders of the issued ordinary shares of the Company are each
receiving 2.5 ordinary shares of Galen for each ordinary share of the Company
held by them. Additionally, the holders of the Company's Deferred Shares are
receiving a single ordinary share of Galen, which will be held jointly between
them.
The executive management of the combined entity, which will be
continue to be called Galen Holdings PLC, will consist of two members each from
Galen and Warner Chilcott. Dr. John King will be Chairman of the Board, Roger
Boissonneault will be Chief Executive Officer, Geoffrey Elliott will be Chief
Financial Officer and Paul Heredeen will be Executive Vice President and
Director of Business Development. All four executives will serve on the Board of
Directors. Mr. James Andress, formerly President and Chief Executive Officer of
the Company, is retiring in connection with the transaction. Arrangements made
with Messrs. Boissenneault, Herendeen and Andress in connection with the
transaction are described in the proxy statement of the Company with respect to
the Scheme dated August 8, 2000 (Commission File No. 000-29364) (the "Proxy
Statement") under the caption "Interests of Warner Chilcott's Executive
Officers and Directors in the Transaction -- Galen's Arrangements With
Directors and Executive Officers of Warner Chilcott". The description of the
arrangements made with Messrs. Boissenneault, Herendeen and Andress contained in
the Proxy Statement are incorporated herein by reference.
THIS CURRENT REPORT ON FORM 8-K CONTAINS OR INCORPORATES BY
REFERENCE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.
THESE STATEMENTS MAY DIFFER MATERIALLY FROM ACTUAL FUTURE EVENTS OR RESULTS.
READERS ARE REFERRED TO ALL DOCUMENTS FILED BY WARNER CHILCOTT WITH THE
SECURITIES AND EXCHANGE COMMISSION, WHICH IDENTIFY IMPORTANT RISK FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE CONTAINED IN ANY
FORWARD-LOOKING STATEMENTS.
Item 7. Exhibits
2.1 Transaction Agreement by and between Galen Holdings plc and
Warner Chilcott, plc, dated May 4, 2000.[Incorporated by
reference to Exhibit 2.1 of Current Report on Form
8-K(Commission File No. 000-29364) dated May 4, 2000, filed by
Warner Chilcott, plc.]
99.1 Press release of Warner Chilcott, plc, dated September 27, 2000
announcing among other things the approval by the Higher Court
of the Republic of Ireland the Scheme.
3
SIGNATURES
PURSUANT TO THE REQUIREMENTS THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, HEREUNTO DULY AUTHORIZED.
WARNER CHILCOTT PUBLIC LIMITED COMPANY
Date September 29, 2000 By: /s/ PAUL S. HERENDEEN
---------------------------------------
Paul S. Herendeen
Executive Vice President and Chief
Financial Officer