UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
King Pharmaceuticals, Inc.
(Name of
Issuer)
Common Stock, no par value
(Title of
Class of Securities)
495582108
(CUSIP
Number)
December 31, 2010
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
þ
Rule
13d-1(b)
Rule
13d-1(c)
Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Westchester
Capital Management, LLC
27-3790558
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each Reporting Person With
|
5.
|
Sole
Voting Power
None
|
6.
|
Shared
Voting Power
12,339,064
Shares
|
7.
|
Sole
Dispositive Power
None
|
8.
|
Shared
Dispositive Power
12,339,064
Shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,339,064
shares of Common Stock of the Issuer (“Shares”) which consist of (i)
12,084,264 Shares held by The Merger Fund, (ii) 60,400 Shares held by The
Merger Fund VL and (iii) 194,400 Shares held by the Dunham Monthly
Distribution Fund, all of which Westchester Capital Management, LLC may be
deemed to beneficially own by virtue of its position as the investment
adviser of The Merger Fund and The Merger Fund VL, and the sub-adviser of
the Dunham Monthly Distribution Fund.
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11.
|
Percent
of Class Represented by Amount in Row (9)
4.9%
|
12.
|
Type
of Reporting Person (See Instructions)
IA
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Westchester
Capital Management, Inc.
13-3036274
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each Reporting Person With
|
5.
|
Sole
Voting Power
None
|
6.
|
Shared
Voting Power
12,339,064
Shares
|
7.
|
Sole
Dispositive Power
None
|
8.
|
Shared
Dispositive Power
12,339,064
Shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,339,064
Shares which consist of (i) 12,084,264 Shares held by The Merger Fund,
(ii) 60,400 Shares held by The Merger Fund VL and (iii) 194,400 Shares
held by the Dunham Monthly Distribution Fund, all of which Westchester
Capital Management, Inc. may be deemed to have beneficially owned by
virtue of its position as the investment adviser of The Merger Fund and
The Merger Fund VL, and the sub-adviser of the Dunham Monthly Distribution
Fund, until December 31, 2010.
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11.
|
Percent
of Class Represented by Amount in Row (9)
4.9%
|
12.
|
Type
of Reporting Person (See Instructions)
IA
|
1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only).
The
Merger Fund
14-1698547
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Massachusetts
|
Number
of
Shares
Beneficially
Owned
by Each Reporting Person With
|
5.
|
Sole
Voting Power
None
|
6.
|
Shared
Voting Power
12,084,264
Shares
|
7.
|
Sole
Dispositive Power
None
|
8.
|
Shared
Dispositive Power
12,084,264
Shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,084,264
Shares
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11.
|
Percent
of Class Represented by Amount in Row (9)
4.8%
|
12.
|
Type
of Reporting Person (See Instructions)
IV
|
1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only).
The
Merger Fund VL
004-3739793
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each Reporting Person With
|
5.
|
Sole
Voting Power
None
|
6.
|
Shared
Voting Power
60,400
Shares
|
7.
|
Sole
Dispositive Power
None
|
8.
|
Shared
Dispositive Power
60,400
Shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
60,400
Shares
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
12.
|
Type
of Reporting Person (See Instructions)
IV
|
1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only).
Dunham
Monthly Distribution Fund
80-0267077
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each Reporting Person With
|
5.
|
Sole
Voting Power
None
|
6.
|
Shared
Voting Power
194,400
Shares
|
7.
|
Sole
Dispositive Power
None
|
8.
|
Shared
Dispositive Power
194,400
Shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
194,400
Shares
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.1%
|
12.
|
Type
of Reporting Person (See Instructions)
IV
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Green
& Smith Investment Management L.L.C.
13-3869675
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each Reporting Person With
|
5.
|
Sole
Voting Power
None
|
6.
|
Shared
Voting Power
335,900
Shares
|
7.
|
Sole
Dispositive Power
None
|
8.
|
Shared
Dispositive Power
335,900
Shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
335,900
Shares which consist of 335,900 Shares held by GS Master Trust, all of
which Green & Smith Investment Management L.L.C. may be deemed to
beneficially own by virtue of its position as investment adviser of GS
Master Trust.
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.1%
|
12.
|
Type
of Reporting Person (See Instructions)
IA
|
1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only).
Roy
Behren
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States
|
Number
of
Shares
Beneficially
Owned
by Each Reporting Person With
|
5.
|
Sole
Voting Power
None
|
6.
|
Shared
Voting Power
12,674,964
Shares
|
7.
|
Sole
Dispositive Power
None
|
8.
|
Shared
Dispositive Power
12,674,964
Shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,674,964
Shares which consist of (i) 12,084,264 Shares held by The Merger Fund;
(ii) 60,400 Shares held by The Merger Fund VL; (iii) 194,400 Shares held
by the Dunham Monthly Distribution Fund; and (iv) 335,900 Shares held by
GS Master Trust, all of which Roy Behren may be deemed to beneficially own
by virtue of his position as Co-President of Westchester Capital
Management, LLC, the investment adviser of The Merger Fund and The Merger
Fund VL, and the sub-adviser of the Dunham Monthly Distribution Fund, or
by virtue of his position as Co-Manager and a member of Green & Smith
Investment Management L.L.C., which is the investment adviser of GS Master
Trust.
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.1%
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only).
Michael
T. Shannon
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States
|
Number
of
Shares
Beneficially
Owned
by Each Reporting Person With
|
5.
|
Sole
Voting Power
None
|
6.
|
Shared
Voting Power
12,674,964
Shares
|
7.
|
Sole
Dispositive Power
None
|
8.
|
Shared
Dispositive Power
12,674,964
Shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,674,964
Shares which consist of (i) 12,084,264 Shares held by The Merger Fund;
(ii) 60,400 Shares held by The Merger Fund VL; (iii) 194,400 Shares held
by the Dunham Monthly Distribution Fund; and (iv) 335,900 Shares held by
GS Master Trust, all of which Michael T. Shannon may be deemed to
beneficially own by virtue of his position as Co-President of Westchester
Capital Management, LLC, the investment adviser of The Merger Fund and The
Merger Fund VL, and the sub-adviser of the Dunham Monthly Distribution
Fund, or by virtue of his position as Co-Manager and a member of Green
& Smith Investment Management L.L.C., which is the investment adviser
of GS Master Trust.
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.1%
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only).
Frederick
W. Green
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States
|
Number
of
Shares
Beneficially
Owned
by Each Reporting Person With
|
5.
|
Sole
Voting Power
None
|
6.
|
Shared
Voting Power
12,674,964
Shares
|
7.
|
Sole
Dispositive Power
None
|
8.
|
Shared
Dispositive Power
12,674,964
Shares
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,674,964
Shares which consist of (i) 12,084,264 Shares held by The Merger Fund;
(ii) 60,400 Shares held by The Merger Fund VL; (iii) 194,400 Shares held
by the Dunham Monthly Distribution Fund; and (iv) 335,900 Shares held by
GS Master Trust, all of which Frederick W. Green may be deemed to have
beneficially owned by virtue of his position as President of Westchester
Capital Management, Inc., the investment adviser of The Merger Fund and
The Merger Fund VL, and the sub-adviser of the Dunham Monthly Distribution
Fund, until December 31, 2010, or by virtue of his position as Manager,
until December 31, 2010, of Green & Smith Investment Management
L.L.C., which is the investment adviser of GS Master
Trust.
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.1%
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
King
Pharmaceuticals, Inc.
|
(b)
|
Address
of Issuer’s Principal Executive
Offices:
|
501 Fifth Street
Bristol,
Tennessee 37620
Item
2.
|
(a)
|
Name
of Person Filing:
|
|
(i)
|
Westchester
Capital Management, LLC
|
|
(ii)
|
Westchester
Capital Management, Inc.
|
|
(v)
|
Dunham
Monthly Distribution Fund
|
|
(vi)
|
Green
& Smith Investment Management
L.L.C.
|
|
(viii)
|
Michael
T. Shannon
|
|
(b)
|
Address
or Principal Business Office or, if none,
Residence:
|
|
(i)
|
100
Summit Drive, Valhalla, NY 10595
|
|
(ii)
|
100
Summit Drive, Valhalla, NY 10595
|
|
(iii)
|
100
Summit Drive, Valhalla, NY 10595
|
|
(iv)
|
100
Summit Drive, Valhalla, NY 10595
|
|
(v)
|
10251
Vista Sorrento Parkway, Suite 200, San Diego, CA
92121
|
|
(vi)
|
100
Summit Drive, Valhalla, NY 10595
|
|
(vii)
|
100
Summit Drive, Valhalla, NY 10595
|
|
(viii)
|
100
Summit Drive, Valhalla, NY 10595
|
|
(ix)
|
100
Summit Drive, Valhalla, NY 10595
|
|
(d)
|
Title
of Class of Securities: Common Stock, no par
value
|
Item 3.
|
If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
|
(a)
Westchester Capital Management, LLC is a registered investment adviser under
Section 203 of the Investment Advisers Act of 1940, as amended.
(b)
Westchester Capital Management, Inc. was a registered investment adviser under
Section 203 of the Investment Advisers Act of 1940, as amended, as of December
31, 2010.
(c) The
Merger Fund is an investment company registered under Section 8 of the
Investment Company Act of 1940, as amended.
(d) The
Merger Fund VL is an investment company registered under Section 8 of the
Investment Company Act of 1940, as amended.
(e)
Dunham Monthly Distribution Fund is a series of Dunham Funds, an investment
company registered under Section 8 of the Investment Company Act of 1940, as
amended.
(f) Green
& Smith Investment Management L.L.C. is an affiliate of Westchester Capital
Management, LLC and investment adviser to GS Master Trust.
(g) Roy
Behren is Co-President of Westchester Capital Management, LLC, the investment
adviser of The Merger Fund and The Merger Fund VL, and the sub-adviser of the
Dunham Monthly Distribution Fund. Mr. Behren is also Co-Manager and a
member of Green & Smith Investment Management L.L.C.
(h)
Michael T. Shannon is Co-President of Westchester Capital Management, LLC, the
investment adviser of The Merger Fund and The Merger Fund VL, and the
sub-adviser of the Dunham Monthly Distribution Fund. Mr. Shannon is
also Co-Manager and a member of Green & Smith Investment Management
L.L.C.
(i)
Frederick W. Green is President of Westchester Capital Management, Inc., which
was the investment adviser of The Merger Fund and The Merger Fund VL, and the
sub-adviser of the Dunham Monthly Distribution Fund, until December 31,
2010. Mr. Green was also the Manager of Green & Smith Investment
Management L.L.C. until December 31, 2010.
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned and (b) Percent of class:
See Items
5 through 11 of the cover pages attached hereto.
This
Schedule 13G shall not be construed as an admission that the Reporting Persons,
either for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended, or for other purposes, are the beneficial owners of any
securities covered by this statement.
(c) See
Items 5 through 8 of the cover pages attached hereto.
Item 5.
|
Ownership of Five Percent or
Less of a Class.
|
Not
applicable.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the ParentHolding Company or Control
Person.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Not
applicable.
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable 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.
February
14, 2011
WESTCHESTER
CAPITAL MANAGEMENT, LLC
By:
/s/ Bruce
Rubin
Name: Bruce
Rubin
Title:
Chief Operating Officer
WESTCHESTER
CAPITAL MANAGEMENT, INC.
By:
/s/ Frederick W.
Green
Name: Frederick
W. Green
Title:
President
THE
MERGER FUND
By:
/s/ Bruce
Rubin
Name: Bruce
Rubin
Title:
Vice President and Chief Compliance Officer
THE
MERGER FUND VL
By:
/s/ Bruce
Rubin
Name: Bruce
Rubin
Title:
Vice President and Chief Compliance Officer
DUNHAM
MONTHLY DISTRIBUTION FUND
BY:
WESTCHESTER CAPITAL MANAGEMENT, LLC, its sub-adviser
By:
/s/ Bruce
Rubin
Name: Bruce
Rubin
Title:
Chief Operating Officer
GREEN
& SMITH INVESTMENT MANAGEMENT L.L.C.
By:
/s/ Bruce
Rubin
Name: Bruce
Rubin
Title:
Chief Compliance Officer
/s/ Roy
Behren
Roy
Behren
/s/ Michael T.
Shannon
Michael T.
Shannon
/s/ Frederick W.
Green
Frederick W.
Green
Exhibit
A
AGREEMENT
The undersigned, Westchester Capital
Management, LLC, Westchester Capital Management, Inc., The Merger
Fund, The Merger Fund VL, the Dunham Monthly Distribution Fund, Green &
Smith Investment Management L.L.C., Roy Behren, Michael T. Shannon and Frederick
W. Green, agree that the statement to which this exhibit is appended is filed on
behalf of each of them.
February
14, 2011
WESTCHESTER
CAPITAL MANAGEMENT, LLC
By:
/s/ Bruce
Rubin
Name: Bruce
Rubin
Title:
Chief Operating Officer
WESTCHESTER
CAPITAL MANAGEMENT, INC.
By:
/s/ Frederick W.
Green
Name: Frederick
W. Green
Title:
President
THE
MERGER FUND
By:
/s/ Bruce
Rubin
Name: Bruce
Rubin
Title:
Vice President and Chief Compliance Officer
THE
MERGER FUND VL
By:
/s/ Bruce
Rubin
Name: Bruce
Rubin
Title:
Vice President and Chief Compliance Officer
DUNHAM
MONTHLY DISTRIBUTION FUND
BY:
WESTCHESTER CAPITAL MANAGEMENT, LLC, its sub-adviser
By:
/s/ Bruce
Rubin
Name: Bruce
Rubin
Title:
Chief Operating Officer
GREEN
& SMITH INVESTMENT MANAGEMENT L.L.C.
By:
/s/ Bruce
Rubin
Name: Bruce
Rubin
Title:
Chief Compliance Officer
/s/ Roy
Behren
Roy
Behren
/s/ Michael T.
Shannon
Michael T.
Shannon
/s/ Frederick W.
Green
Frederick W.
Green
King (NYSE:KG)
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