SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934

(Amendment No. 3)

KING PHARMACEUTICALS, INC.

KING PHARMACEUTICALS, INC.

Common Stock, no par value per share
(Title of Class of Securities)

495582108
(CUSIP Number of Class of Securities)

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

Copy to:

Scott F. Smith, Esq.
Jack S. Bodner, Esq.
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, New York 10018
(212) 841-1000

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

 

 

     This Amendment No. 3 (the “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed on October 22, 2010, as amended, by King Pharmaceuticals, Inc., a Tennessee corporation (“King”) (together with any amendments and supplements thereto, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Parker Tennessee Corp. (“Acquisition Sub”), a Tennessee corporation and wholly owned subsidiary of Pfizer Inc., a Delaware corporation (“Pfizer”), pursuant to which Acquisition Sub has offered to purchase all of the outstanding shares of common stock, no par value per share, of King (the “Shares”) at a price of $14.25 per Share, net to the selling shareholder in cash, without interest and less any required withholding taxes, upon the terms and conditions set forth in the Offer to Purchase dated October 22, 2010 and the related Letter of Transmittal, and described in the Tender Offer Statement on Schedule TO filed by Pfizer and Acquisition Sub with the Securities and Exchange Commission (the “SEC”) on October 22, 2010, as amended.

     Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.

Item 8.		Additional Information.

     Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraph immediately prior to the section entitled “Cautionary Note Regarding King Forward-Looking Statements”:

“Extension of the Offer

     On November 22, 2010, Acquisition Sub extended the expiration of the Offer until 12:00 midnight, New York City time, on Friday, December 17, 2010 (which is the end of the day on December 17, 2010), unless further extended. The Offer, which was previously scheduled to expire at 12:00 midnight, New York City time, on Friday, November 19, 2010, was extended in accordance with the Merger Agreement because certain conditions to the Offer are not yet satisfied, including the Regulatory Condition (as defined in the Merger Agreement). American Stock Transfer & Trust Company, LLC, the depositary for the Offer, has indicated that, as of the close of business on November 19, 2010, approximately 187,252,568 Shares had been validly tendered and not withdrawn pursuant to the Offer, representing approximately 74.9% of the outstanding Shares. A copy of the press release issued by Pfizer announcing the extension of the Offer is incorporated by reference to Exhibit (a)(5)(B) to Amendment No. 3 to the Schedule TO filed by Pfizer on November 22, 2010 as Exhibit (a)(12) hereto.”

Item 9. Exhibits.

     Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following thereto:

Exhibit
No.		Description
(a)(12)		Press Release issued by Pfizer Inc., dated November 22, 2010 (incorporated by reference to Exhibit (a)(5)(B) to Amendment No. 3 to the Schedule TO filed by Pfizer on November 22, 2010).

SIGNATURE

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

Dated: November 22, 2010

EXHIBIT INDEX

Exhibit
No.		Description
(a)(12)		Press Release issued by Pfizer Inc., dated November 22, 2010 (incorporated by reference to Exhibit (a)(5)(B) to Amendment No. 3 to the Schedule TO filed by Pfizer on November 22, 2010).