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).

Page 1 of 17

CUSIP No. 495582108

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

Page 2 of 17

CUSIP No. 495582108

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

Page 3 of 17

CUSIP No. 495582108

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

Page 4 of 17

CUSIP No. 495582108

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

Page 5 of 17

CUSIP No. 495582108

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

Page 6 of 17

CUSIP No. 495582108


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

Page 7 of 17

CUSIP No. 495582108

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

Page 8 of 17

CUSIP No. 495582108

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

Page 9 of 17

CUSIP No. 495582108

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

Page 10 of 17

Item 1.

(a)

Name of Issuer:

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.

(iii)

The Merger Fund

(iv)

The Merger Fund VL

(v)

Dunham Monthly Distribution Fund

(vi)

Green & Smith Investment Management L.L.C.

(vii)

Roy Behren

(viii)

Michael T. Shannon

(ix)

Frederick W. Green

(b)

Address or Principal Business Office or, if none, Residence:

(i)

KING PHARMACEUTICALS INC SC 13G