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
Date
of Report: January 15, 2010
Date
of earliest event reported: January 14, 2010
Warner
Chilcott Public Limited Company
(Exact
name of registrant as specified in its charter)
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Ireland
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0-53772
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98-0626948
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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Unit
19 Ardee Business Park
Hale
Street
Ardee,
Co. Louth, Ireland
(Address
of principal executive offices, including zip code)
+353
41 685 6983
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former name or
former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01
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Other
Events
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Expiration
of Tender Offer
As
previously disclosed, on December 15, 2009, Warner Chilcott Corporation (the
“Company”), a subsidiary of Warner Chilcott plc (“Warner Chilcott”) commenced a
cash tender offer, on the terms and subject to the conditions set forth in the
Company’s Offer to Purchase and Consent Solicitation Statement dated December
15, 2009, for any and all of its outstanding 8¾% senior subordinated notes due
2015 (the “Notes”).
At 11:59
p.m. on January 14, 2010, the tender offer expired. As previously
disclosed, on December 30, 2009, the Company received and accepted for purchase
approximately $290.5 million aggregate principal amount of the Notes validly
tendered prior to 11:59 pm on December 29, 2009. In addition, between
December 30, 2009 and the expiration of the tender offer, the Company received
and accepted for purchase approximately $2.0 million aggregate principal amount
of the Notes validly tendered. Thus, in total, the Company received
and accepted for purchase approximately $292.5 million aggregate principal
amount of the Notes, representing approximately 77% of the aggregate principal
amount of the Notes outstanding prior to the tender offer.
Also as
previously disclosed, the Company intends to redeem all of its remaining
outstanding Notes on February 1, 2010 (the “Redemption
Date”). The redemption price for the redeemed Notes will be $1,043.75
per $1,000 principal amount, plus accrued and unpaid interest. Following the
Company’s acceptance for purchase of approximately $292.5 million principal
amount of the Notes pursuant to the tender offer, approximately $87.5 million
principal amount of the Notes remains outstanding. Unless the Company defaults
in making the redemption payment, interest on the redeemed Notes will cease to
accrue on and after the Redemption Date, and the only remaining right of the
holders will be to receive payment of the redemption price and interest accrued
until the Redemption Date upon surrender to the paying agent of the
Notes.
Annual Meeting
The
Warner Chilcott 2010 Annual
Meeting of Shareholders is
expected to be held in
May 2010.
Because the expected date of the 2010 Annual Meeting is more than 30 days
before the anniversary of
the 2009 Annual Meeting, in
accordance with Rule 14a-8 under the Securities Exchange Act of
1934, as
amended, shareholders must
deliver proposals for inclusion in the proxy materials for such meeting no later
than the close of business on February 1, 2010 to Warner Chilcott at Unit 19 Ardee Business Park, Hale
Street, Ardee, Co Louth, Ireland. Rule 14a-8 proposals must also comply
with the requirements of Rule 14a-8 and may be omitted
otherwise.
Under Warner Chilcott’s Articles of Association, for director nominations or other
business to be brought before the 2010 Annual Meeting, other than Rule 14a-8
proposals described above, written notice must be delivered no earlier
than the close of business
on January 27,
2010 and no later than the
close of business on February 26, 2010, to Warner Chilcott at Unit 19 Ardee
Business Park, Hale Street, Ardee, Co Louth, Ireland. Such notices must also comply with the
requirements of the Warner
Chilcott Articles of Association and may not be effective
otherwise.
SIGNATURES
Pursuant
to the requirements of 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.
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Warner
Chilcott Public Limited Company
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By:
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/s/
Paul
Herendeen
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Name:
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Paul
Herendeen
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Title:
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Executive
Vice President and Chief Financial Officer
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Date:
January 15, 2010