SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

ALPHARMA INC.

ALBERT ACQUISITION CORP.
KING PHARMACEUTICALS, INC.

Class A Common Stock, Par Value $0.20 Per Share
(Title of Class of Securities)

020813101
(CUSIP Number of Class of Securities)

Brian A. Markison
Chairman, President and Chief Executive Officer
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Telephone: (423) 989-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:
Morton A. Pierce, Esq.
Ivan J. Presant, Esq.
Chang-Do Gong, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019
Telephone: (212) 259-8000

CALCULATION OF FILING FEE

	Transaction Valuation*			Amount of Filing Fee**
	$1,858,657,815			$73,046

þ

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.

	Amount Previously Paid:		$73,046.00
	Form or Registration No.:		SC TO-T
	Filing Parties:		Albert Acquisition Corp.
			King Pharmaceuticals, Inc.
	Date Filed:		September 12, 2008

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ		third-party tender offer subject to Rule 14d-1.
o		issuer tender offer subject to Rule 13e-4.
o		going-private transaction subject to Rule 13e-3.
o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

     This Amendment No. 3 to Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2008, as amended by Amendment No. 1 filed with the SEC on September 30, 2008 and Amendment No. 2 filed with the SEC on October 3, 2008 (as amended, the “Schedule TO”) by King Pharmaceuticals, Inc., a Tennessee corporation (“King”), and Albert Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of King (“Purchaser”), relating to the offer by Purchaser to purchase (1) all issued and outstanding shares of Class A Common Stock, par value $0.20 per share (the “Shares”), of Alpharma Inc., a Delaware corporation (“Alpharma”), and (2) the associated rights to purchase shares of Series B Junior Participating Preferred Stock, par value $1.00 per share, of Alpharma (the “Rights”), at a price of $37.00 per Share (and associated Right, if applicable), net to the seller in cash, without interest and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase (as amended, the “Offer to Purchase”) dated September 12, 2008, and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the “Offer”). This Amendment is being filed on behalf of King and Purchaser.

     The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to Items 1 through 9 and Item 11 of this Amendment, except as otherwise set forth below. This Amendment should be read together with the Schedule TO.

ITEMS 1 THROUGH 9 AND ITEM 11

     The Offer to Purchase is hereby amended as follows:

1. The following paragraph is hereby added at the end of Section 10 — “Background of the Offer”:

     “On September 30, 2008, a representative of Credit Suisse, King’s financial advisor, contacted a representative of Banc of America Securities, Alpharma’s financial advisor, to discuss the Offer and the possibility of King conducting due diligence on certain non-public information regarding Alpharma. During October 2, 2008 and October 3, 2008, King and Alpharma negotiated and entered into a confidentiality agreement allowing King access to such non-public information and King commenced its review of the information on October 4, 2008. The confidentiality agreement does not restrict King’s ability to conduct the Offer or a consent solicitation.”

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I hereby certify as of October 6, 2008 that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit
No.			Description
(a)(1)(A)			Offer to Purchase, dated September 12, 2008.*
(a)(1)(B)			Letter of Transmittal.*
(a)(1)(C)			Notice of Guaranteed Delivery.*
(a)(1)(D)			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
(a)(1)(E)			Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*
(a)(1)(F)			Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(G)			Summary Advertisement published on September 12, 2008.*
(a)(5)(A)			Press release issued by King Pharmaceuticals, Inc., dated September 12, 2008, announcing the commencement of the Offer.*
(a)(5)(B)			Complaint by King Pharmaceuticals, Inc. against Alpharma Inc. and its directors, filed in the Court of Chancery of the State of Delaware on September 12, 2008.*
(a)(5)(C)			Press release issued by King Pharmaceuticals, Inc., dated September 26, 2008.*
(b)(1)			Commitment Letter, dated as of September 11, 2008, among King Pharmaceuticals, Inc., Credit Suisse, Credit Suisse Securities (USA) LLC, Wachovia Bank, National Association and Wachovia Capital Markets, LLC.*
(c)			Not applicable.
(d)			Not applicable.
(e)			Not applicable.
(f)			Not applicable.
(g)			Not applicable.
(h)			Not applicable.