SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ¨                            Filed by a Party other than the Registrant  x

Check the appropriate box:

ON JULY 19, 2011, THE PARTICIPANTS (AS DEFINED BELOW) FILED A DEFINITIVE PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, DR. ALEXANDER J. DENNER, DR. RICHARD MULLIGAN, PROFESSOR LUCIAN A. BEBCHUK, DR. ERIC J. ENDE, MAYU SRIS, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., HIGH RIVER LIMITED PARTNERHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, AND BECKTON CORP. (COLLECTIVELY, THE “PARTICIPANTS”) FROM THE STOCKHOLDERS OF FOREST LABORATORIES, INC. FOR USE AT ITS 2011 ANNUAL MEETING OF STOCKHOLDERS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY IS AVAILABLE TO STOCKHOLDERS OF FOREST LABORATORIES, INC. FROM THE PARTICIPANTS AT NO CHARGE AND IS ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV OR BY CONTACTING D.F. KING & CO., INC. BY TELEPHONE AT THE FOLLOWING NUMBERS: STOCKHOLDERS CALL TOLL–FREE: (800) 697–6975 AND BANKS AND BROKERAGE FIRMS CALL: (212) 269–5550.

Consent of the author and publication has not been obtained to use the material filed herewith as proxy soliciting material.

1 Forest Labs board needs change • Two independent proxy advisory firms issued analyses criticizing Forest Labs on several dimensions • Presiding independent director Goodman oversaw operations and made decisions leading to civil and criminal violations, also lacks independence • Compensation not tied to share performance Icahn Nominees will help drive necessary change, vote the GOLD card!

2 ISS and Glass Lewis both criticized Forest Labs for deeply flawed corporate governance “The image of the CEO sitting in on the ostensibly independent directors as they discuss whether or not to support him is uncomfortably close to that of a show trial: a theatrical demonstration of power, with a pre-determined outcome, in which those with ostensible authority must first and foremost demonstrate their zealous personal loyalty to the one who holds real .” “All the subsequent protestations about personal integrity and independence ring a little hollow, when the right course of action – calling an executive session to let the unaffiliated outside directors debate the issues in private, without any undue influence from insiders – was both an obvious and easy choice.  That the meeting appears to have been orchestrated from the C-suite – the General Counsel, rather than the board’s own outside advisors, apparently prepared and presented the materials which shaped the discussion – does not help matters.” “If there was ever a moment for the independent directors to take matters into their own hands, this was it. That they failed to do so – and perhaps even failed to recognize their own responsibility to do so – is “We believe that there are various aspects of the Company’s corporate governance that could suggest that the .” “. . .we believe that Mr. Solomon and other Company insiders should have recused themselves from the board deliberations and actual voting on the matter.” “. . .we note that the board’s primary committees (audit, compensation, and nominating and governance) have historically been comprised of the board’s longest tenured directors, which we believe may blunt the impact that can be made by the recently-appointed directors.” “. . .the appointment of Mr. Goodman as presiding director leaves us feeling highly dubious of the board’s ability to enact truly positive corporate governance reforms and only serves to drive home the Icahn Group’s argument that the Company’s board is filled with .” ISS Glass Lewis Source: ISS, Glass Lewis power deeply worrisome board has become entrenched entrenched directors .”

3 ISS criticizes appearance of nepotism, in addition to highlighting corp. gov. concerns “However, the fact that the succession plan involves having a senior executive – presumably a candidate for the top job – report to his own father – who presumably has some influence in the matter – is another bad omen.  SVP Solomon may in fact be the best candidate for the job, internally or externally: it is hard to know, if all his senior level executive experience came at the firm his father has been running for four decades. At a publicly-held company, succession planning should never be confused, visually or procedurally, with establishing a dynasty.” “Unaffiliated shareholders should be concerned about the degree to which the independent directors are truly independent of the long-serving Chairman and CEO.  Among the red flags are these directors’ apparent unwillingness to exclude the CEO from high-stakes discussions – such as the company’s response to threatened regulatory action against him individually – in which he is clearly conflicted, and their apparently easy acceptance of the fundamental conflict involved in making the CEO’s own son one of his direct reports.” ISS Proxy Advisory Services, August 2011

4 ISS and Glass Lewis also criticized Forest Labs on other dimensions Stock price and operating performance “. . .it is still clear that the company’s meager returns to shareholders over the half decade leading up to the announcement of this proxy contest have been substantially outpaced not just by the specialty pharma peers, but even by a blended group of big and specialty pharma peers.” “We find that the Company’s stock price performance was better than that of the Peer Group over the recent one-year period but has been worse than the Peer Group over the .” “. . .we note that the Company’s compounded annual growth rates for revenue and operating income over the three- and five-year periods ended December 31, 2010 were all below the range of growth rates observed in the Peer Group.  This raises some concerns that the board and management may not have been proactive enough in facilitating greater growth for the Company and its shareholders in recent years.” Compensation practices Rated “High Concern” Received “D” grade “Overall, the Company paid more than its peers, but performed moderately worse than its peers.” ISS Glass Lewis Source: ISS, Glass Lewis longer term

5 Goodman’s poor business judgment and lack of independence qualify him for removal • Current presiding independent director Goodman was President and COO, responsible for decisions leading to civil and criminal pleadings, payment of ~$300M in fines, and higher costs and administrative burdens from implementation of corporate integrity agreement • Glass Lewis states: -“Moreover, we note that the board has neither appointed an independent chairman nor an independent presiding director . . .we do not consider him [Goodman] to be independent from the Company’s management given that he was employed as an executive by the Company within the past five years, served as a Company executive for more than 25 years, and received approximately $198,000 in retirement benefits from the Company during fiscal year 2011.” Goodman poor choice for board, vote the GOLD card! Source: Submission Behalf of Howard Solomon to the HHS-OIG from Davis Polk & Wardwell; Glass Lewis

6 Chairman and CEO Solomon compensation not tied to share performance Note: Fiscal year ends March 31 Source: Public documents While Forest Labs equity value declined by ~65%, Solomon paid ~$60M 0 2 4 6 8 $10M Chairman & CEO Solomon compensation ($M) FY 2004FY $9.0M 2005FY $7.0M 2006FY $6.7M 2007FY $5.4M 2008FY $6.5M 2009FY $6.6M 2010FY $8.3M 2011 Bonus Salary Stock Other Options $8.9M