Filed Pursuant to Rule 424(b)(3)
Registration No. 333-105816
WATSON PHARMACEUTICALS, INC.
1.75% CONVERTIBLE CONTINGENT SENIOR DEBENTURES DUE 2023
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURES
This Prospectus Supplement No. 1 supplements and amends the Prospectus dated August 1, 2003 (as amended, the "Prospectus"), relating to the resale from time to time by holders of our 1.75% Convertible Contingent Senior Debentures Due 2023 (the "Debentures") and shares of our common stock issuable upon the conversion of the Debentures. Such information has been obtained from the selling securityholders. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement.
The information appearing in the table below, as of the date hereof, supplements and amends the information in the table appearing under the heading "Selling Securityholders" in the Prospectus, and, where the name of a Selling Securityholder identified in the table below also appears in the table in the Prospectus, the information set forth in the table below regarding that Selling Securityholder supercedes the information in the Prospectus:
|American AAdvantage Funds||$||335,000||*||||8,364|
|Bear Stearns & Co. Inc.||3,250,000||*||||81,148|
|Canyon Value Realization MAC 18, Ltd. (RMF)||1,080,000||*||||26,966|
|Genesee County Employees' Retirement System||610,000||*||||15,230|
|Goldman Sachs & Company||11,500,000||2.00||%||||287,141|
|Grace Convertible Arbitrage Fund, Ltd.||2,500,000||*||||62,422|
|Lehman Brothers, Inc.||25,470,000||4.43||%||||635,955|
|Qwest Occupational Health Trust||380,000||*||||9,488|
|White River Securities L.L.C.||3,250,000||*||||81,148|
|Zurich Institutional Benchmark Master Fund c/o Alexandra Investment MGT, LLC||10,000,000||1.74||%||||249,688|
INVESTING IN THE DEBENTURES OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURES INVOLVES A HIGH DEGREE OF RISK. PLEASE CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 10 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is August 18, 2003.