SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Mylan Laboratories inc.
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MYLAN LABORATORIES INC.
1030 Century Building
130 Seventh Street
Pittsburgh, Pennsylvania 15222
Notice of Annual Meeting of Shareholders
Thursday, July 26, 2001
10:00 a.m., Eastern Time
at
Pittsburgh Hilton & Towers
Pittsburgh, Pennsylvania
June 20, 2001
Dear Shareholder:
You are cordially invited to attend the 2001 Mylan Laboratories Inc. and
its subsidiaries (Mylan the company) Annual Meeting of Shareholders to:
- - [Proposal No. 1] Elect 9 directors
- - [Proposal No. 2] Approve an Executive Bonus plan
- - [Proposal No. 3] Approve the appointment of Deloitte & Touche LLP as
independent auditors
- - Conduct other business properly brought before the meeting
If you plan to attend, please arrive 15 minutes before the start of the
meeting at the Pittsburgh Hilton & Towers. Shareholders of record at the close
of business as of April 30,2001 may vote at the meeting.
Your vote is important. Whether you plan to attend or not, please sign,
date and return the enclosed proxy card in the envelope provided. If you attend
the meeting and prefer to vote in person, you may do so.
I look forward to seeing you at the meeting.
Sincerely,
Milan Puskar
Chairman and Chief Executive Officer
PRELIMINARY PROXY STATEMENT
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Mylan Laboratories Inc.
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Proxy Statement
For
Annual Meeting of Shareholders
To be held on July 26, 2001
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Table of Contents
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Notice of Annual Meeting.................................................Cover
Attendance and Voting Matters..............................................1
The Mylan Board of Directors...............................................2
[Proposal No.1 -- Elect 9 Directors].....................................2
Performance Graph..........................................................5
Executive Compensation.....................................................6
Executive Bonus Plan.......................................................9
[Proposal No. 2 -- Approve an Executive Bonus Plan].....................10
Report of the Compensation Committee on Executive Compensation............11
Report of the Audit Committee.............................................13
Mylan Stock Owned by Officers and Directors...............................15
Persons Owning More than Five Percent of Mylan Stock......................17
Transactions with Management..............................................17
Appointment of Deloitte & Touche LLP as Independent Auditors..............17
[Proposal No. 3 -- Approve the Appointment of Deloitte & Touche LLP
as Independent Auditors]..........................................17
Other Matters.............................................................18
The approximate date of the mailing of this proxy statement is June 21, 2001.
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Attendance and Voting Matters
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Reservations
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If you plan to attend the meeting, we request that you arrive at the
meeting 15 minutes before the start of the meeting.
Voting Methods
- --------------
You can vote on matters to come before the meeting in three ways:
- - You may come to the Annual Meeting and cast your vote there;
- - You can vote electronically over the internet; or
- - You can vote by signing and returning the enclosed proxy card by mail.
If you do so, the individuals named on the card will vote your shares
in the manner you indicate.
Each share of Mylan stock you own entitles you to one vote. As of April 30,
2001, there were 124,965,370 shares of Mylan common stock outstanding.
Shareholders are not entitled to cumulative voting in the election of directors.
Giving your Proxy to Someone Other than Individuals Designated on the Card
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If you want to give your proxy to someone other than individuals noted on
the proxy card, you may do so by crossing out the names of those individuals and
inserting the name of the individual you are authorizing to vote. Either you or
that authorized individual must present the proxy at the Annual Meeting, along
with an admission ticket issued to you by Mylan.
The Quorum Requirement
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A quorum of shareholders is necessary to hold a valid meeting. If the
holders of a majority of Mylan common stock are present in person or by proxy, a
quorum will exist. Abstentions are counted as present for establishing a quorum.
Vote Necessary for Action
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Directors are elected by a plurality vote of shares present at the meeting,
meaning that the director nominee with the most affirmative votes for a
particular slot is elected for that slot. In an uncontested election for
directors, the plurality requirement is not a factor. Other action is by an
affirmative vote of the majority of the shares present at the meeting and
entitled to vote on the matter.
1
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The Mylan Board of Directors
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Election of Directors
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[Proposal No. 1 -- Elect 9 Directors]
We have a single class of directors who are elected to serve for a one-year
term. If a nominee is unavailable for election, proxy holders will vote for
another nominee proposed by the Board or, as an alternative, the Board may
reduce the number of directors to be elected at the meeting.
Mylan Laboratories Inc. has increased the number of nominees to the board
to nine. The following individuals have been nominated to serve on the Board of
Directors.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE NOMINEES.
Name Principal Occupation Age Director Since
---- -------------------- --- --------------
Milan Puskar Chairman of the Board and C.E.O. 66 1976
of Mylan
Dana G. Barnett Executive Vice President of Mylan 60 1982
Leslie B. Daniels Partner in C.A.I. Funds 54 2001
Laurence S. DeLynn Retail consultant 76 1975
John C. Gaisford, M.D. Director of Burn Research,
West Penn Hospital 85 1992
Douglas J. Leech Chairman, President and C.E.O.
of CentraBank,Inc and
Centra Financial Holdings, Inc. 46 2000
Patricia A. Sunseri Vice President of Investor and
Public Relationsof Mylan 61 1997
C.B. Todd Retired; Formerly Senior
Vice President of Mylan 67 1993
Stuart A. Williams Member of the law firm of of
Doepken Keevican & Weiss 47 2001
Mr. Puskar was employed by the manufacturing subsidiary of Mylan from 1961
to 1972 and served in various positions during this period, including
Secretary-Treasurer, Executive Vice President and a member of the Board of
Directors. From 1972 to 1975, Mr. Puskar served as Vice President and General
Manager of the Cincinnati division of ICN Pharmaceuticals Inc. In 1976, he
returned to Mylan as President, a position he held until March 2000. Mr. Puskar
also served as Vice Chairman of Mylan from 1980 to 1993. Since 1993, he has
served as Mylan's Chairman and Chief Executive Officer. He also serves as a
member of the board of directors for CentraBank Inc.
2
Mr. Barnett joined Mylan in 1966. Since that time he has held various
management positions with the manufacturing subsidiary of Mylan. His
responsibilities have covered production, quality control and product
development. Mr. Barnett became Vice President in 1974, Senior Vice President in
1978 and Executive Vice President in 1987. He was elected President and Chief
Executive Officer of Somerset Pharmaceuticals, Inc., a joint venture of Mylan,
in 1991, and became its Chairman and Chief Executive Officer in 1995.
Mr. Daniels has served in a variety of senior executive positions with
venture capital, pharmaceutical, and related organizations. He has extensive
experience with regard to investing in the health care industry and has
established a broad base of professional and business relationships within the
health care community. He is a founder of CAI Managers and Company, L.P., where
he serves as a Senior Principal. CAI is a private equity fund principally
involved in providing equity and equity-linked capital to middle market
companies for a wide variety of strategic transactions.
Mr. DeLynn has served as a retail consultant since 1986. He also serves as
Director Emeritus of One Valley Bank, Morgantown, West Virginia. He also serves
as Director of Monongahela Hospital Foundation and Director of Wellness
Community, Southwest Florida.
Dr. Gaisford has served as Director of Burn Research at West Penn Hospital
Burn/Trauma Center, Pittsburgh, Pennsylvania since 1985. He also lectures and
teaches surgery procedures to medical residents, interns and nurses.
Mr. Leech has served as Chairman, Chief Executive Officer and President of
CentraBank Inc. and Centra Financial Holdings, Inc. since 1999. Previously, Mr.
Leech served as President-Southeast Region of Huntington National Bank.
Mrs. Sunseri has served as Mylan's principal investor relations officer
since 1984, initially as the Director of Investor Relations and, since 1989, as
the Vice President of Investor and Public Relations. Prior to joining Mylan Mrs.
Sunseri was an executive with Woessner-McKnight Company, an engineering firm.
Mr. Todd was employed by Mylan from 1970 until his retirement in 1999.
Prior to assuming the position in 1987 as Senior Vice President, Mr. Todd served
as Vice President-Quality Control for Mylan Pharmaceuticals Inc., a subsidiary
of Mylan.
Mr. Williams is an attorney with more than 20 years experience representing
companies in the legal, financial and operational aspects. Mr. Williams is
currently a member of Doepken Keevican & Weiss in Pittsburgh. He previously was
a partner in Eckert Seamans Cherin & Mellott where he served as a member of the
firm's board of directors.
Board Meetings and Committees
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In fiscal 2001, our full Board met 7 times. In addition to meetings of the
full Board, directors attended meetings of individual Board committees and often
considered issues separate from these meetings. All of the directors attended at
least 75% of the Board and committee meetings held in fiscal 2001.
3
The standing committees of the Board include the Audit Committee, the
Compensation Committee, the Stock Option Committee, and the Governance and
Nomination Committee.
The responsibilities of the Audit Committee include recommending the
retention of independent auditors; conferring with the independent auditors
regarding their audit of Mylan's financial statements; reviewing the independent
auditor's fees and considering whether their provision of non-audit services is
compatible with maintaining their independence; and considering the adequacy of
internal financial controls. All members of the Audit Committee are independent
directors as defined by the rules of the New York Stock Exchange. The Audit
Committee met on 4 occasions in fiscal 2001. The Audit Committee is comprised of
Mr. DeLynn, Dr. Gaisford and Mr. Leech. See "Report of the Audit Committee."
The Compensation Committee has responsibility for establishing compensation
policies and objectives, and determining the compensation payable to the Chief
Executive Officer. The Compensation Committee is comprised of Mr. DeLynn and Dr.
Gaisford. The Compensation Committee met on 2 occasions during fiscal 2001.
The Stock Option Committee has responsibility for administering the
companies 1997 Stock Option Plan. The Committee is composed of Mr. DeLynn and
Dr. Gaisford. The Committee acted on recommendations throughout the year.
The Governance and Nominating Committee is responsible for a variety of
corporate compliance, nomination of candidates for the Board and other
governance matters. The Committee has been involved in a continuous process of
evaluating candidates and reviewing other governance matters during the past
year. The committee is composed of Mr. Puskar, Mr. Leech, Dr. Gaisford and Mrs.
Sunseri. Currently, the committee does not have a policy or procedure by which
candidates identified by shareholders and others will be considered for
nomination.
Compensation of Directors
- --------------------------
Mylan's independent directors, Mr. DeLynn, Dr. Gaisford and Mr. Leech, each
earned director's fees of $24,000 in fiscal 2001. The remaining directors served
as executive officers of Mylan during fiscal 2001 and received no additional
annual compensation for serving as directors.
Under service benefit agreements entered into with Mylan, Mr. DeLynn and
Dr. Gaisford are entitled to receive $18,000 annually, payable in monthly
installments for a 10 year period from the date of their termination of service
to Mylan. Upon the death or at the election of the director, the aggregate
amount of any unpaid benefit is payable in a lump sum, discounted to present
value at the per annum rate of 7%.
4
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
Mr. DeLynn and Dr. Gaisford served as members of the Compensation Committee
throughout fiscal 2001. There are no interlocking relationships, as defined in
the regulations of the Securities and Exchange Commission, involving members of
the Board of Directors or its Compensation Committee.
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Performance Graph
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Set forth below is a performance graph comparing the cumulative total returns
(assuming reinvestment of dividends) for the five years ended March 31, 2001, of
$100 invested March 31, 1996, in Mylan's common stock, the Standard & Poor's
Composite Index and the Dow Jones Pharmaceutical Index.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Mylan Labs Inc (MYL)
Cumulative Total Return
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3/95 3/96 3/97 3/98 3/99 3/00
MYLAN LABORATORIES INC. 100.00 70.92 111.48 133.72 134.96 127.75
S & P 500 100.00 119.82 177.34 210.07 247.77 194.06
DOW JONES PHARMACEUTICALS 100.00 125.55 214.77 283.43 244.18 281.73
5
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Executive Compensation
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Summary Compensation Table
- ---------------------------
The following table sets forth information regarding the compensation paid
by Mylan in the past three fiscal years to the Chief Executive Officer and its
four most highly compensated executive officers other than the Chief Executive
Officer (collectively, the "Named Executive Officers"):
Annual Compensation Long-Term Compensation
--------------------- ------------------------
Options/ All Other
Name and Principal Fiscal Year Salary Bonus SARs (1) Compensation (2)
Position Ended March 31 ($) ($) # ($)
- ------------------ ----------- ------ ----- -------- ----------------
Milan Puskar, 2001 1,000,000 500,000 -0- 78,400
Chairman of the Board 2000 1,000,000 500,000 -0- 692,400
and Chief Executive 1999 1,000,000 500,000 -0- 686,000
Officer
Richard F. Moldin 2001 550,000 450,000 -0- 3,000
President and 2000 -0- -0- -0- -0-
Chief Operating Officer 1999 -0- -0- -0- -0-
Louis J. DeBone, 2001 262,500 262,500 -0- -0-
President, Mylan 2000 200,000 250,000 -0- 15,900
Pharmaceuticals Inc. 1999 175,000 175,000 -0- 86,300
Roderick P. Jackson, 2001 250,000 250,000 -0- 534,400
Senior Vice President 2000 225,000 250,000 -0- 540,800
1999 225,000 250,000 -0- 85,600
John P. O'Donnell, Ph.D 2001 212,500 212,500 -0- 8,200
Executive Vice President, 2000 181,700 200,000 -0- 15,900
Quality and Development 1999 167,100 175,000 -0- 85,600
(1) Mylan does not currently offer stock appreciation rights to its employees.
6
(2) This column includes (i) Mylan's contributions to the Profit Sharing 401(k)
Plan and (ii) the amounts accrued by Mylan under the Salary Continuation
Plan described below. During fiscal 2001, contributions to the Profit
Sharing 401(k) Plan were made in the amount of $13,600 for Mr. Puskar,
$3,047 for Mr. Moldin, $9,492 for Mr. Jackson and $8,216 for Mr. O'Donnell,
and amounts were accrued under the Salary Continuation Plan of $524,900 for
Mr. Jackson. Additionally, $64,767 of life insurance premiums were paid by
Mylan for Mr. Puskar, pursuant to a split-dollar life insurance agreement
with respective trusts. Neither the executive officer nor the respective
trusts has any interest in the cash surrender value of the insurance
policies subject to that agreement.
Under the Salary Continuation Plan approved by the Board of Directors,
Mylan entered into Retirement Benefit Agreements with various key
employees, including each of the Named Executive Officers. These agreements
provide for fixed annual payments to these executives over a 15-year
period, in the case of Mr. Puskar ,and Mr. Jackson, and over a 10-year
period, in the case of Mr. DeBone and Mr. O'Donnell, commencing upon their
termination of employment with Mylan. Upon the death following retirement
or at the election of the executive, the aggregate amount of the unpaid
benefit is payable in a lump sum, discounted to present value at the per
annum rate of 7%.
The annual benefits awarded to the Named Executive Officers are as follows:
Retirement Due Retirement Other than
Due to Disability to Disability
- ---------------- ----------------- --------------
Milan Puskar $500,000 $500,000
Richard F. Moldin - -
Roderick P. Jackson $100,000 $100,000
Louis J. DeBone $100,000 $100,000
John P. O'Donnell, Ph.D $100,000 $100,000
If any of these executives dies prior to retirement, his beneficiaries will
receive (under life insurance policies p urchased by Mylan) lump sum payment of
$1,645,000, in the case of Mr. Puskar, and $1,250,000, in the case of Mr.
DeBone, Mr. Jackson and Mr. O'Donnell. In addition, if Mr. Puskar dies prior to
his retirement, Mylan will pay his beneficiaries the additional sum of
$1,600,000.
7
Option/SAR Grants in Fiscal 2001
- ---------------------------------
Mylan's 1997 Incentive Stock Option Plan currently authorizes the grant of
options to purchase up to 10,000,000 shares of Mylan's common stock to
executives, key employees and agents of Mylan. All executive officers and other
officers, directors and employees, as well as independent agents and
consultants, of Mylan are eligible to participate in the Plan.
The following table shows options awarded to the Named Executive Officers
in fiscal 2001 and the assumed appreciated value of such options. None of the
Named Executive Officers received stock appreciation rights in fiscal 2001.
Option Grants in Fiscal Year 2001
- ----------------------------------
Number of % of Total Potential Realizable Value at
Securities Options/SARs Assumed Annual Rates of
Underlying Granted to Exercise or Stock Price Appreciation for
Option/SARs Employees Base Price Expiration Option Term
Granted (#) in Fiscal Year ($/Sh) Date 5%($) 10%($)
----------- -------------- ----------- ---------- ----------- ------------
Milan Puskar 125,000 3.84% $21.375 7/31/10 $1,680,327 $4,258,281
Richard F. Moldin 300,000 9.23% $27.25 4/2/10 $5,141,214 $13,028,845
Roderick P. Jackson 95,000 2.92% $21.375 7/31/10 $1,277,049 $3,236,293
Louis J. DeBone 95,000 2.92% $21.375 7/31/10 $1,277,049 $3,236,293
100,000 3.08% $24.6875 1/01/11 $1,552,584 $3,934,552
John P. O'Donnell, Ph.D 87,500 2.69% $21.375 7/31/10 $1,176,229 $2,980,796
100,000 3.08% $24.6875 1/01/11 $1,552,584 $3,934,552
8
AggregatedOption/SAR Exercises in Fiscal 2001 and Fiscal Year-End
Option/SAR Values
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The following table sets forth information concerning the aggregate number
and values of options held by Named Executive Officers as of March 31, 2001.
Mylan does not currently offer stock appreciation rights (SARs) to its
employees.
Number of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares Fiscal Year End (#) Fiscal Year End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- ------------ ------------ -------------------- -------------------
Milan Puskar 0 0 225,000/0 $1,422,475/$0
Richard F. Moldin 0 0 100,000/0 $0/$0
Roderick P. Jackson 0 0 325,000/0 $3,193,105/$0
Louis J. DeBone 0 0 185,000/0 $1,358,485/$0
John P. O'Donnell, Ph.D 0 0 87,500/0 $391,563/$0
Employment Contract and Termination of Employment and Change-in-Control
Arrangements
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Mylan entered into an employment contract with Mr. Puskar on April 28, 1983
which specifies his respective duties and provides for ordinary insurance and
health benefits as provided for salaried employees. This employment contract
originally called for a term expiring on March 31, 1988, and since this date has
been continued on a year-to-year basis subject to termination by either Mylan or
the Executive at any time. Salary and bonuses under this employment contract are
determined by Mylan's Board of Directors. Mr. Puskar's employment contract
provides for continued payments of salary for a period of one year following any
termination of his employment contract by Mylan.
The Salary Continuation Plan referred to in the notes to the "Summary
Compensation Table" provides for the payment of post-retirement compensation
pursuant to agreements with key employees, including executive officers, over a
period not exceeding fifteen years, as more fully described in such Note. The
company entered into change of control agreements with Mr. Puskar, Mr. Jackson,
Mr. DeBone and Dr. O' Donnell. They are entitled to receive 2.99 times their W-2
earnings under certain circumstances as defined in the agreements.
9
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Executive Bonus Plan
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[ Proposal No. 2 -- Approve an Executive Bonus Plan]
In 1995, Mylan created an executive bonus plan, approved by the
shareholders, which has since expired. In June 2001, the Compensation Committee
considered reinstituting a plan to establish objective performance-based
criteria to award the Chairman and Chief Executive Officer of Mylan and any
other executive officers who are determined by the Compensation Committee to be
eligible to receive a bonus based on such criteria. As it had done in 1995, the
Compensation Committee considered various proposals for providing appropriate
incentives to its executives and concluded that using earnings per share above
fixed benchmarks would provide the most meaningful measure of performance and
serve as the most effective incentive.
Alternatives considered by the Compensation Committee included using
measures based upon (1) stock price increases, (2) a comparison of the current
and prior year's earnings per share, (3) the number of FDA approvals and (4)
sales above fixed benchmarks. These proposals were not adopted for the following
reasons:
First, the Compensation Committee felt that the use of stock price as a
measure of performance was an appropriate incentive to maximize shareholder
value. However, the Compensation Committee felt that Mylan's 1997 Incentive
Stock Option Plan created this incentive and that the adoption of a plan to
provide additional cash incentives measured by stock performance was neither
necessary nor appropriate.
Second, comparing the current and prior year's earnings per share could not
take into account factors beyond the control of the executives, such as
increases in raw material costs, implementation of new governmental regulations
that sharply increase product development costs, or brand companies' aggressive
use of the legal process under the Waxman-Hatch Act or aggressive prosecution of
patent claims to delay the introduction of Mylan's generic products. In any such
case, an executive's exemplary performance in the face of events beyond his or
her control could go unrewarded. Further, the comparison of current earnings
with those of a prior period could operate as a disincentive for the executive
to approve new ventures, to enter into new markets, to introduce new products or
to seek new merger, acquisition or joint-venture opportunities if the start-up
costs associated therewith would reduce earnings in the short term.
Third, the Compensation Committee concluded that measuring performance
based on the number of FDA approvals was too imperfect a measure of performance.
The Compensation Committee recognized that the timing of approvals was
uncertain, which could result in excessively high or low numbers of approvals in
any year, and that the number of approvals obtained does not accurately measure
the financial success of the product approved.
Finally, the Committee felt that a measure based on sales alone did not
provide an incentive to executives to control costs and was a less satisfactory
measure of performance based upon earnings over fixed benchmarks.
10
Accordingly, the Committee recommends that an Executive Bonus Plan be
approved by the shareholders that provides for annual awards to participating
executives of up to $100,000 for each $.01 by which earnings per share exceed
benchmarks fixed annually by the Committee. Although the Committee has
discretion to fix these earnings benchmarks, the bonus payable to any executive
under this Plan cannot exceed $1.5 million and the bonuses payable to all
executives as a group under this Plan cannot exceed $2.5 million. Set forth
below is the text of the Executive Bonus Plan in its entirety. As of the date of
this Proxy Statement, the Committee has not made a determination of any awards
for fiscal 2002.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
----
Text of Executive Bonus Plan Submitted for Shareholder Approval
- ---------------------------------------------------------------
The Compensation Committee (the "Committee") of the Board of Directors of
the Mylan Laboratories Inc. (the "Company") may award bonuses annually to the
Chairman and Chief Executive Officer of the Company and any other executive
officer or officers of the Company whose inclusion in the Executive Bonus Plan
would benefit the Company by providing an incentive to such executive officer to
seek to maximize the Company's performance. The Committee may establish
benchmarks on earnings per share for the full fiscal year (if the Committee's
determination is made by June 30th in such year) or in the remaining months or
quarters in such fiscal year (if the Committee's determination is made by
October 31st in such year), the satisfaction of which shall entitle each
executive officer participating in the Executive Bonus Plan to receive such
bonus amount as the Committee shall establish for each $.01 by which earnings
per share for the period shall exceed the benchmark. In no event shall the
Committee award any executive more than $100,000 per $.01 by which earnings per
share exceed the benchmarks, nor more than $1.5 million per annum under the
Executive Bonus Plan, and the aggregate amount of bonuses payable under the
Executive Bonus Plan in any fiscal year to all executives participating therein
shall be $2.5 million. The Committee shall certify in writing that such
performance goals are satisfied prior to the payment of any performance-based
bonus.
---------------------------------------------
Report of the Compensation Committee
on Executive Compensation
---------------------------------------------
Compensation Policies
For fiscal 2001, Mylan's compensation program consisted of base salary,
short-term incentive compensation, stock options and long-term incentive
compensation. The Committee believes this compensation program was a significant
factor contributing to Mylan's success this past year.
11
The Compensation Committee
The Compensation Committee is charged with responsibility for:
- - establishing the objectives and policies governing the compensation of
Mylan's employees generally,
- - determining the amount of compensation payable annually to the Chairman and
Chief Executive Officer and any other executive officer of Mylan whose
annual compensation is subject to the limitations of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"),
- - awarding stock options to employees of Mylan, and
- - making such recommendations to the Board as it deems appropriate concerning
Mylan's compensation of employees and its award of stock options.
Mylan's executive compensation policy is to:
- - provide compensation to employees at such levels as will enable Mylan to
attract and retain employees of the highest caliber,
- - compensate employees in a manner best calculated to recognize individual,
group and Company performances, and
- - seek to align the interests of the employees with the interests of Mylan's
shareholders
The Board and the Compensation Committee have taken actions designed to
increase Mylan's opportunity to deduct all compensation paid to highly
compensated officers for federal income tax purposes. However, neither the Board
nor the Compensation Committee believes that any executive's compensation should
be limited to the amount deductible if such executive deserves compensation in
excess of $1 million and the compensation is not deductible.
Compensation of Executive Officers
- ----------------------------------
During fiscal 2001, the salaries of executive officers other than the
Chairman and Chief Executive Officer were determined by Milan Puskar. Mr. Puskar
made his determinations based upon various subjective factors such as the
responsibilities, positions, qualifications, individual performances and years
of service with Mylan of such executives. In making this determination, Mr.
Puskar did not undertake a formal survey or analysis of the compensation paid to
executives in other companies. These salaries are not tied to Mylan's
performance. The bonuses of executive officers other than the Chairman and Chief
Executive Officer were awarded by Mr. Puskar based upon his perception of each
officer's contribution to Mylan's success. Mr. Puskar neither undertook to
conduct a formal survey or analysis of the bonuses awarded (or total
compensation packages offered) by other pharmaceutical companies nor established
numerical goals or targets in determining these bonuses. See "Employment
Contract and Termination of Employment and Change-in-Control Arrangements".
12
Compensation of Chief Executive Officer
- ---------------------------------------
The Compensation Committee did not consider any adjustments to the salary
of Milan Puskar, Mylan's Chairman and Chief Executive Officer, for fiscal 2001.
Mr. Puskar's salary was continued at the prior year's level. Due to the
expiration of the Executive Bonus Plan adopted in 1995, Mr. Puskar was not
eligible to receive an incentive bonus in fiscal 2001. However, in March 2001,
the Compensation Committee awarded Mr. Puskar a bonus of $500,000 for his
performance in fiscal 2001. In addition to informally examining the compensation
levels for the chairmen and chief executives at other pharmaceutical companies
of a size comparable to Mylan, in reaching its decision to award this bonus, the
Committee considered subjective factors such as Mr. Puskar's leadership and
guidance in growing the brand segment, forging relationships with other
pharmaceutical companies, and Mylan's operating results.
Compensation Committee:
Laurence S. DeLynn
Dr. John C. Gaisford
---------------------------------------------
Report of the Audit Committee
---------------------------------------------
The Audit Committee is comprised of three independent directors and
operates under a written charter adopted by the Board of Directors in accordance
with rules of the New York Stock Exchange. This charter as currently in effect
is attached as Annex A to this Proxy Statement. The Committee recommends to the
Board of Directors, subject to shareholder ratification, the selection of the
Company's independent auditors. The Audit Committee recommends shareholders
ratify Proposal No. 3 to approve the appointment of Deloitte & Touche LLP as
independent auditors.
Management is responsible for the Company's internal controls and the
financial reporting process. The independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States of America, and to issue a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes.
In this context, the Audit Committee has met and held discussions with
management and the independent auditors regarding the Company's audited
consolidated financial statements. This discussion covered the quality, not just
the acceptability of the Company's financial reporting practices and the
completeness and clarity of the related financial disclosures. Management
represented to the Audit Committee that the Company's consolidated financial
statements were prepared in accordance with accounting principles generally
accepted in the United States, and the Audit Committee has reviewed and
discussed the consolidated financial statements with management and the
independent auditors. The Audit Committee discussed with the independent
auditors matters required to be discussed by Statement on Auditing Standards No.
61 (Communication with Audit Committees).
13
The Company's independent auditors also provided to the Audit Committee the
written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent auditors that firm's independence. Deloitte &
Touche LLP, the Company's independent auditors, stated in the written
disclosures that in their judgement they are, in fact, independent. The Audit
Committee concurred in the judgement of independence.
Based upon the Audit Committee's discussion with management and the
independent auditors and the Audit Committee's review of the representations of
management and the report of the independent auditors to the Audit Committee,
the Audit Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's annual report on Form 10-K
for the year ended March 31, 2001 to be filed with the Securities and Exchange
Commission.
The Audit Committee also considered whether the provision of non-audit
services is compatible with maintaining the principal auditors' independence.
The Audit Committee believes that the provision of the above services by
Deloitte & Touche LLP is compatible with maintaining their independence.
Audit Committee:
Laurence S. DeLynn
John C. Gaisford
Douglas J. Leech
14
---------------------------------------------
Mylan Stock Owned by Officers and Directors
---------------------------------------------
The following table sets forth information regarding the amount and nature of
Common Stock ownership by all directors and named executive officers, and all
directors and executive officers as a group as of June 5, 2001.
Name Shares Beneficially Owned(1) %
- ---- ---------------------------- -
Milan Puskar(2) 2,675,000 2.14%
Dana G. Barnett(3) 410,972 *
Leslie B. Daniels 29,500 *
Louis J. DeBone(4) 207,500 *
Laurence S. DeLynn(5) 365,500 *
Dr. John C. Gaisford(6) 73,913 *
Roderick P. Jackson(7) 348,500 *
Douglas J. Leech(8) 19,500 *
Richard F. Moldin(9) 110,000 *
John P. O'Donnell, Ph.D(10) 103,800 *
Patricia A. Sunseri(11) 596,250 *
C.B. Todd(12) 625,339 *
Stuart A. Williams 675 *
All Directors and Executive
Officers as a Group 5,759,749 4.61%
* Less then 1%
- ----------------------
(1) For purposes of this table, shares are considered "beneficially owned" if
the person directly or indirectly has the sole or shares power to vote or
direct the voting of the securities or has the sole or shares power to
dispose of or direct the disposition of the securities. A person is also
considered to beneficially own shares that such person has the right to
acquire within 60 days, and options that are exercisable within such period
are referred to herein as "currently exercisable."
(2) The shares beneficially owned by Mr. Puskar include (i) 2,450,000 shares
held of record by him, and (ii) 225,000 shares issuable to him upon
exercise of options at an exercise price ranging from $16.688 to $21.375.
(3) The shares beneficially owned by Mr. Barnett, include (i) 85,972 shares
held of record by him, and (ii) 325,000 shares issuable to him upon
exercise of options at exercise prices ranging from $12.00 to $21.375.
15
(4) The shares beneficially owned by Mr. DeBone, include (i) 15,000 shares held
of record by him, and (ii) 192,500 shares issuable to him upon exercise of
options at exercise prices ranging from $12.00 to $21.375.
(5) The shares beneficially owned by Mr. DeLynn include (i) 265,500 shares held
of record by him, and (ii) 100,000 shares issuable to him upon exercise of
options at exercise prices ranging from $12.00 to $25.00.
(6) The shares beneficially owned by Dr. Gaisford include (i) 9,913 shares held
of record by him, and (ii) 64,000 shares issuable to him upon exercise of
options at an exercise price range from $16.688 to $28.75.
(7) The shares beneficially owned by Mr. Jackson include (i) 23,500 shares held
of record by him, and (ii) 325,000 shares issuable to him upon exercise of
options at exercise prices ranging from $12.00 to $21.375.
(8) The shares beneficially owned by Mr. Leech include (i) 4,500 shares held of
record by him, (ii) 15,000 shares issuable to him upon exercise of options
at exercise prices ranging from $23.10 to $25.00.
(9) The shares beneficially owned by Mr. Moldin include (i) 10,000 shares held
of record by him, and (ii) 100,000 shares issuable to him upon exercise of
options at an exercise price of $27.75.
(10) The shares beneficially owned by Mr. O'Donnell include (i) 16,300 shares
held of record by him, and (ii) 87,500 shares issuable to him upon exercise
of options at an exercise price of $21.375.
(11) The shares beneficially owned by Mrs. Sunseri include (i) 448,750 shares
held of record by her, and (ii) 147,500 shares issuable to her upon
exercise of options at exercise prices ranging from $16.688 to $21.375.
(12) The shares beneficially owned by Mr. Todd include (i) 365,339 shares held
of record by him, and (ii) 260,000 shares issuable to him upon exercise of
options at exercise prices ranging from $12.00 to $21.375.
16
---------------------------------------------
Persons Owning more than
Five Percent of Mylan Stock
---------------------------------------------
The following table sets forth information regarding the amount and nature
of Common Stock ownership by all persons known by management to beneficially own
5% or more of the Common Stock as of May 10, 2001. Mylan has no other classes of
capital stock outstanding.
Name and Address Shares Beneficially Owned (1) /%
---------------- ---------------------------------
Fidelity Management & Research Company 8,496,200 / 6.91%
82 Devonshire Street
Boston, MA 02109
(1) To the knowledge of Mylan, Fidelity Management & Research Company owns all
of these shares of record and holds the sole power to vote them.
---------------------------------------------
Appointment of Deloitte & Touche LLP
---------------------------------------------
[Proposal No. 3 -- Approve Appointment of Deloitte & Touche LLP as
Independent Auditors]
Approval of Appointment
- -------------------------
The Board of Directors seeks from the shareholders an indication of their
approval or disapproval of the Board's appointment of Deloitte & Touche LLP as
independent auditors for fiscal 2002.
17
Deloitte & Touche LLP served as the independent auditors of Mylan during
fiscal 2001, and no relationship exists other than the usual relationship
between independent public accountant and client.
If the appointment of Deloitte & Touche LLP as independent auditors for
fiscal 2002 is not approved by the shareholders, the adverse vote will be
considered a direction to the Board of Directors to consider other auditors for
next year. However, because of the difficulty in making any substitution of
auditors so long after the beginning of the current year, the appointment for
fiscal 2002 will stand unless the Board finds other good reason for making a
change.
Representatives of Deloitte & Touche LLP will be available at the annual
meeting of shareholders to respond to questions. Such representatives will have
the opportunity to make a statement if they desire to do so.
Audit Fees
- -------------------
Deloitte & Touche LLP billed the Company an aggregate of $437,000 in fees
for professional services rendered in connection with the audit of the Company's
financial statements for the year ended March 31, 2001 and for the reviews of
the financial statements included in each of the Company's quarterly reports on
Form 10-Q during the year ended March 31, 2001.
Financial Information Systems Design and Implementation Fees
- -------------------------------------------------------------
Deloitte & Touche LLP did not bill the Company or any of its affiliates for
the year ended March 31, 2001 for professional services rendered in connection
with financial information systems design or implementation, the operation of
the Company's information system or the management of its local area network.
All Other Fees
- ----------------
Deloitte & Touche LLP billed the Company an aggregate of $705,000 in fees
for other services rendered to the Company and its affiliates for the year ended
March 31, 2001.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
---
---------------------------------------------
Appointment of Deloitte & Touche LLP
---------------------------------------------
Matters raised at the Meeting not Included in this Statement
- -------------------------------------------------------------
We do not know of any matters to be acted upon at the meeting other
than those discussed in this statement. If any other matter is presented, proxy
holders will vote on the matter in their discretion.
Section 16(a) Beneficial Ownership Reporting Compliance
- --------------------------------------------------------
Based solely upon a review of our records, all reports required to be filed
pursuant Section 16(a) of the Exchange Act were filed on a timely basis, except
that Mr. Moldin failed to file a Form 4 related to a stock purchase in June,
2000 of the Company's shares. Mr. Moldin subsequently reported this transaction
reported this transaction in a Form 5 with the SEC.
Shareholder Proposals for the 2002 Annual Meeting
- --------------------------------------------------
If you want to submit proposals for possible inclusion in Mylan's 2002
Proxy Statement, you must do so on or before February 20, 2002.
Solicitation
- --------------
Mylan is soliciting this proxy on behalf of its Board of Directors. This
solicitation is being made by mail but also may be made by telephone or in
person.
Shareholder List
- -----------------
A shareholder list will be available for your examination during normal
business hours at Mylan's offices at 1030 Century Building, 130 Seventh Street,
Pittsburgh, PA 15222, at least 10 days prior to the annual meeting.
Revocability of Proxy
- ----------------------
You may revoke the enclosed proxy by filing a written notice of revocation
with Mylan or by providing a later executed proxy or by voting in person at the
meeting.
Copies of Report
- ----------------------
Upon written request to the undersigned Secretary (at the address specified
on the cover page) by any shareholder whose proxy is solicited hereby, Mylan
will furnish a copy of its Annual Report on Form 10-K for the fiscal year ended
March 31, 2001 to be filed with the Securities and Exchange Commission, together
with the consolidated financial statements and schedules thereto, without charge
to the shareholder requesting same.
Respectfully submitted,
Roger L. Foster, Secretary
MYLAN LABORATORIES INC.
CHARTER OF THE AUDIT COMMITTEE
Authority:
- ---------
The Board of Directors (the "Board") has established the Audit Committee
(the "Committee").
This Charter of the Audit Committee was adopted by the Board on April 22,
2000 and amended on February 9, 2001 and June 4, 2001. This Charter defines the
duties and responsibilities of the Committee and specifies the areas in which
the Committee will operate.
Purpose:
- -------
The Committee shall assist the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing and reporting
practices of the company and such other duties as directed by the Board of
Directors.
Duties and Responsibilities:
- ---------------------------
The Committee shall have the following duties and responsibilities:
(a) to make recommendations to the Board as to the selection and retention
of the independent accountant that audits the financial statements of the
Company. In deciding whether or not to make a recommendation, the Committee will
(A) discuss and consider the auditor's written affirmation that the auditor is
in fact independent; (B) discuss the nature and conduct of the audit process;
(C) receive and review all reports; and (D) provide the independent accountant
with full access to the Committee and the Board to enable him to report on any
and all appropriate matters;
(b) to discuss with management and the auditors the quality and adequacy of
the Company's internal controls;
(c) to establish an internal audit function and provide guidance and
oversight to the internal audit function of the Company, including review of the
organization, plans and results of such activity;
(d) to maintain free and open communication (including private executive
sessions at least annually) with the independent accountants, the internal audit
function and the management of the Company. In discharging this oversight role,
the Committee is empowered to investigate any matter brought to its attention,
with full power to retain outside counsel or other experts for this purpose;
(e) to seek to ensure that the outside auditor remains independent by
(1) requiring the outside auditor to submit annually a written
statement delineating all relationships between the outside
auditor and the Company as required by Independent Standards
Board Standard No. 1;
(2) discussing with the outside auditor its independence, including
by regularly engaging the outside auditor in a dialogue regarding
any disclosed relationships or services between the Company and
management which may impact the objectivity and independence of
the outside auditor;
(3) recommending that the Board take appropriate action in response
to the outside auditor's report to satisfy itself of the outside
auditor's independence; and
(4) otherwise discussing with the outside auditor all matters
required to be discussed by SAS 61.
(f) to review and update this Charter at least annually;
(g) to discuss with management the status of pending litigation, taxation
matters and other areas of oversight assigned to the legal and compliance area
as may be appropriate;
(h) to review the financial statements with management and the independent
auditor, provided that the chairman of the Committee may conduct the quarterly
reviews on behalf of the Committee;
(i) to provide at least one written report annually to the Board describing
the Audit Committee's
(1) historical and planned activities for carrying out the Audit
Committee's duties and responsibilities;
(2) appraisal of the financial reporting processes and systems of
internal accounting controls;
(3) recommendations regarding the engagement of the outside auditor;
and
(4) assessment of the adequacy of the Audit Committee Charter;
(j) to make recommendations to the Board as to whether the Company's
audited financial statements should be included in its annual report on Form
10-K on the basis of (A) the Committee's review of such audited financial
statements; (B) its discussion with management regarding such audited financial
statements; (C) its discussion with the outside auditor regarding the
independence of the outside auditor and the matters required to be discussed
under SAS 61, and (D) its review of the outside auditor's written statement as
required by Independent Standards Board Standard No. 1;
(k) to prepare annually a report for enclosure with the proxy statement
that reports to the shareholders on such matters as are required under the rules
of the Securities and Exchange Commission as in effect from time to time; and
(l) to prepare annually a confirmation to the New York Stock Exchange
confirming such matters as are required under rules of the New York Stock
Exchange as in effect from time to time.
Membership:
- ----------
The Board shall elect not less than three (3) of its members to serve as
the Committee, one of whom shall be designated by the Board to serve as
chairman. The term of each member will coincide with the member's term as a
Director.
Each of the members shall be independent, as determined in accordance with
the rules of the New York Stock Exchange as in effect from time to time. In
addition, in accordance with the rules of the New York Stock Exchange as in
effect from time to time, one member shall have accounting or related financial
management expertise and each member shall be financially literate or become so
within a reasonable time.
Vacancies on the Committee shall be filled by a vote of the Board. The
Board may remove a member of the Committee. Any member of the Committee may
resign therefrom at any time by delivering a letter of resignation to the
chairman of the Board with a copy to the Secretary. Any such resignation shall
take effect at the time specified therein, or, if the time when it shall become
effective has not been specified therein, then it shall take effect immediately
upon its receipt by the chairman of the Board; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Committee Resources:
- -------------------
The Committee shall have the authority to retain such advisors and employ
such resources as are necessary to fulfill its mandates under this Charter.
Committee Meeting and Action:
- ----------------------------
(a) The Committee, in its entirety, shall meet at least quarterly, or more
frequently as circumstances warrant.
(b) The Committee shall meet with the outside auditor and with management
to review the results of the audit of the Company's annual audited financial
statements prior to the issuance of such annual financial statements to the
public.
(c) The Committee or its chairman shall meet with the outside auditor and
with management to review the Company's quarterly reports on Form 10-Q prior to
their filing with the Securities and Exchange Commission.
(d) The Committee shall meet at least once annually or upon the request of
any Board member in separate sessions, with any of management, the internal
audit function and the outside auditor to discuss any matter brought forth by
any of such parties.
Duties and Responsibilities of the Board
The Board shall
(a) elect members to the Committee and conduct oversight of the activities
of the Committee;
(b) ensure that adequate resources are available to the Committee for
proper discharge of its duties and responsibilities;
(c) exercise its ultimate authority to select, to evaluate, to hold
accountable, and to replace the outside auditor;
(d) provide timely written disclosure to the applicable governing or
administrative forums of any determination that the Board has made regarding
(1) the independence of the members of the Committee;
(2) the financial literacy of the members of the Committee;
(3) the accounting or related financial management expertise of a
member or members of the Committee; and
(4) the annual review and reassessment of the adequacy of the
Committee Charter.
MYLAN LABORATORIES, INC.
Unanimous Written Consent of
the Audit Committee
June 4, 2001
The Undersigned, being all of the Members of the Audit Committee of the
Board of Directors (the "Audit Committee") of Mylan Laboratories, Inc., a
Pennsylvania corporation (the "Corporation"), hereby adopt the following
resolutions by written consent as permitted by 15 Pa. C.S. ss. 1727 of the
Pennsylvania Business Corporation Law of 1988, as amended, and the Bylaws of the
Corporation, with the same force and effect as if the resolutions had been
adopted at a duly called and convened meeting of the Audit Committee on June 4,
2001.
WHEREAS, the Audit Committee was formed by the Board of Directors of the
Corporation (the "Board") on February 9, 2001, in accordance with Section 3.03
of the Bylaws of the Corporation, and concurrently therewith, the Board adopted
the Charter of the Audit Committee (the "Audit Committee Charter") to define the
duties and responsibilities of the Audit Committee and specify the areas in
which the Audit Committee will operate; and
WHEREAS, the Audit Committee, having reviewed and reassessed the Audit
Committee Charter, wishes to amend the Audit Committee Charter to conform to the
form of Audit Committee Charter attached hereto as Exhibit A (the "Revised Audit
Committee Charter") and desires to make such recommendation to the Board.
NOW, THEREFORE, BE IT RESOLVED, that the Revised Audit Committee
Charter in the form attached hereto as Exhibit A be, and the same
hereby is, ratified, approved and affirmed by the Audit
Committee; and further
RESOLVED, that the Audit Committee hereby recommends to the Board
that the Audit Committee Charter be revised to conform to the
Revised Audit Committee Charter; and further
RESOLVED, that this Unanimous Written Consent of the Audit
Committee may be executed in counterparts, each of which shall be
deemed an original, and all of which, taken together, shall be
deemed one and the same instrument; and further
RESOLVED, it is hereby directed that this Unanimous Written
Consent of the Audit Committee be filed with the Secretary of the
Corporation.
IN WITNESS WHEREOF, the undersigned Members of the Audit Committee have
set forth their hands and seals as of the 4th day of June 2001.
/s/ Douglas J. Leech /s/ Laurence S. DeLynn
- ---------------------------------- ----------------------------
Douglas J. Leech Laurence S. DeLynn
/s/ John C. Gaisford
- ----------------------------------
John C. Gaisford
{P0053005:1}
MYLAN LABORATORIES, INC.
Unanimous Written Consent of
the Board of Directors
June 4, 2001
The Undersigned, being all of the Directors of Mylan Laboratories, Inc., a
Pennsylvania corporation (the "Corporation"), hereby adopt the following
resolutions by written consent as permitted by 15 Pa. C.S. ss. 1727 of the
Pennsylvania Business Corporation Law of 1988, as amended, and the Bylaws of the
Corporation, with the same force and effect as if the resolutions had been
adopted at a duly called and convened meeting of the Board of Directors of the
Corporation (the "Board") on June 4, 2001.
WHEREAS, the Board, by resolution, formed the Audit Committee in accordance
with Section 3.03 of its Bylaws on February 9, 2001, and concurrently therewith,
adopted the Charter of the Audit Committee (the "Audit Committee Charter") to
define the duties and responsibilities of the Audit Committee and specify the
areas in which the Audit Committee will operate; and
WHEREAS, the Audit Committee has recommended to the Board that the Audit
Committee Charter be revised to conform to the form of Audit Committee Charter
attached hereto as Exhibit A (the "Revised Audit Committee Charter"); and
WHEREAS, the Board, having considered the recommendation of the Audit
Committee, and having itself reviewed and reassessed the Audit Committee
Charter, agrees that it is in the best interest of the Corporation to amend the
Audit Committee Charter to conform to the Revised Audit Committee Charter; and
WHEREAS, the Board wishes to authorize actions related to the resolutions
set forth herein.
NOW, THEREFORE, BE IT RESOLVED, that the Revised Audit Committee
Charter in the form attached hereto as Exhibit A be, and the same
hereby is, ratified, approved and affirmed; and further
RESOLVED, that this Unanimous Written Consent of the Board may be
executed in counterparts, each of which shall be deemed an
original, and all of which, taken together, shall be deemed one
and the same instrument; and further
RESOLVED, it is hereby directed that this Unanimous Written
Consent of the Board be filed with the Secretary of the
Corporation.
IN WITNESS WHEREOF, the undersigned Directors have set forth their hands
and seals as of the 4th day of June 2001.
/s/ Dana G. Barnett /s/ Milan Puskar
- -------------------------------------- --------------------------------
Dana G. Barnett Milan Puskar
/s/ Laurence S. DeLynn /s/ Patricia A. Sunseri
- -------------------------------------- --------------------------------
Laurence S. DeLynn Patricia A. Sunseri
/s/ John C. Gaisford /s/ C.B. Todd
- -------------------------------------- --------------------------------
John C. Gaisford C.B. Todd
/s/ Douglas J. Leech
- --------------------------------------
Douglas J. Leech
Annual Meeting Of Shareholders of
MYLAN LABORATORIES INC.
July 26, 2001
------------------------------
PROXY VOTING INSTRUCTIONS
------------------------------
TO VOTE BY MAIL
- ----------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY INTERNET
- --------------------
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions.
YOUR CONTROL NUMBER IS-> [ ]
Please Detach and Mail in the Envelope Provided
A [ x ] Please mark your votes as in this example.
FOR WITHHELD
1. Election of [ ] [ ]
Directors
Nominees:
M. Puskar
D. Barnett
L. Daniels
L. DeLynn
J. Gaisford
D. Leech
P. Sunseri
C. Todd
S. Williams
For, except vote withheld from the following
Nominee(s):
__________________________
For Against Abstain
1. To approve an Executive Bonus Plan. [ ] [ ] [ ]
2. To approve the appointment of Deloitte & [ ] [ ] [ ]
ToucheLLP as independent auditors.
3. To vote in their discretion upon such other matters as may properly come
before the meeting or any adjournment thereof.
This proxy solicited on behalf of the Board of Directors. This Proxy will
be voted FOR items 1,2 and 3 if no choice is specified.
The undersigned hereby revokes all proxies heretofore given by the
undersigned to vote or act at said meeting, and hereby ratifies and
confirmed all that said proxies, or their substitutes, or any of them, may
lawfully do by virtue hereof. Receipt is hereby acknowledged of the notice
of annual meeting and proxy statement of Mylan.
PLEASE DATE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
SIGNATURE (S)__________________________________________ DATE______,2001
NOTE: Please sign exactly as your name appears hereon. When signing as
Attorney, Executor, Administrator, Trustee, etc., or as Officer of a
Corporation, please give your full title as such. For joint accounts, each
joint owner should sign.
PROXY MYLAN LABORTORIES INC.
Annual Meeting of Shareholders July 26, 2001
THIS PROXY SOLLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Milan Puskar and Patricia, and each
with full power to act without the other, as proxies, with full power of
substitution, for and in the name of the undersigned to vote and act with
respect to all shares of common stock of MYLAN LABORATORIES INC. ("Mylan")
standing in the name of the undersigned on April 30, 2001, or with respect
to which the undersigned is entitled to vote and act, at the Annual Meeting
of Shareholders of Mylan to be held July 26, 2001 and at any and all
adjournements thereof, with all the powers the undersigned would possess if
personally present, and particularly, but without limiting the generality
of the foregoing:
(To be Signed on Reverse Side) SEE REVERSE SIDE
