SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1){1}
GLOBAL PHARMACEUTICAL CORPORATION
_______________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
____________________________________________________________________
(Title of Class of Securities)
378922 10 8
____________________________________________________________________
(CUSIP Number)
KLAUS H. JANDER, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
____________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 19, 1998
____________________________________________________________________
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box <square>.
NOTE. Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7(b) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
__________________________
{1} 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 disclosures provided in a prior cover page.
The information required on 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 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>
SCHEDULE 13D
378922 10 8 PAGE 2 OF 4 PAGES
<TABLE>
<CAPTION>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Merck KGaA
<S> <C> <C> <C> <C>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)<square>
(B)<square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
7 SOLE VOTING POWER
250,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 250,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON <square>
250,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* <checked-box>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.83%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 (this "Amendment") to the Statement on Schedule 13D
dated February 22, 1996 ("Schedule 13D") is filed by Merck KGaA in
connection with its beneficial ownership of Common Stock, par value $0.01
per share, of Global Pharmaceutical Corporation, a Delaware corporation
(the "Common Stock"). Schedule 13D is hereby amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
______________________
The first paragraph of Item 4 of the Schedule 13D is amended in its
entirety to read as follows:
"Originally, the principal purpose of the transactions described in
Schedule 13D was, in part by means of an equity investment in the Issuer,
to secure a secondary site manufacturer for its U.S. requirements of
Genpharm, Inc., a Canadian corporation and indirect subsidiary of Merck KGaA
("Genpharm"), of the anti-ulcer drug product Ranitidine. Because Merck
KGaA is currently meeting its requirements with its existing facilities,
Merck KGaA no longer plans to maintain its equity investment in the Issuer."
Item 4 is further amended by the addition of the following paragraphs:
"Merck KGaA intends to dispose of all of the 150,000 shares of Common Stock
that it currently owns (representing approximately 3.5% of the issued and
outstanding Common Stock as of the date of this Amendment) as quickly as
practically feasible in one transaction or in a series of transactions.
Such disposition may be effected by means of open-market transactions or
private sales. In addition, Merck KGaA intends to sell that certain Common
Stock Warrant, No. A-1, Series A to Purchase Shares of Common Stock of
Global Pharmaceutical Corporation, dated November 8, 1995 ("Warrant A") and
that certain Common Stock Warrant, No. B-1, Series B to Purchase Shares of
Common Stock of Global Pharmaceutical Corporation, dated November 8, 1995
("Warrant B") as soon as practically feasible, most likely to a third party
or parties in negotiated private transactions. Neither the purchase price
or prices nor the actual date or dates on which such disposition of Common
Stock, or Warrant A or Warrant B will occur can be predicted as of the date
of this Amendment. Nor can assurances be given that Merck KGaA will be
successful in disposing of its shares of Common Stock, or Warrant A or
Warrant B.
"Pursuant to Warrant A, the holder thereof is entitled, upon the terms and
subject to the conditions set forth therein, to purchase 100,000 shares of
Common Stock (representing approximately 2.33% of the issued and
outstanding Common Stock as of the date of this Amendment) at a purchase
price of $2.00 per share. Warrant A is exercisable, in whole or in part,
on or after November 8, 1995, and on or prior to November 8, 2000.
Pursuant to Warrant B, the holder thereof is entitled, upon the terms and
subject to the conditions set forth therein, to purchase at a purchase
price of $8.50 per share a number of shares of Common Stock not
determinable as of the date hereof (but in no case to exceed a maximum of
700,000 shares of Common Stock), according to an earnings test based on
gross profit, if any, earned by the Issuer in connection with the sales of
Ranitidine (and any other products mutually agreed to by the Issuer and
Merck KGaA) under that certain agreement between the Issuer and Genpharm,
dated November 8, 1995, and amended December 15, 1995. Warrant B is
exercisable, in whole or in part, on or after December 19, 1995, and on or
prior to December 19, 2000."
PAGE 3 OF 4 PAGES
<PAGE>
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.
Date: March 30, 1998
MERCK KGAA
By: /S/ KLAUS-PETER BRANDIS
Name: Klaus-Peter Brandis
Title: Senior Manager Legal Affairs
PAGE 4 OF 4 PAGES
