UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
BARR LABORATORIES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
068306109
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(CUSIP Number)
MICHAEL F. FLORENCE, 150 SIGNET DRIVE, WESTON, ONTARIO, CANADA M9L 1T9
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 31, 1998**
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper formal shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are sent.
* 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 ("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).
** See Item 4 below.
<PAGE>
SCHEDULE 13D
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CUSIP No. 068306109 Page 2 of 21 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BERNARD C. SHERMAN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |X|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,189,426
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 10,189,426
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,189,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.8%
Based on 22,723,448 shares of Common Stock outstanding at the close of
business on December 31, 1998 as reported in the Issuer's Form 10-Q
filed with the Commission on 2/8/99.
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 068306109 Page 3 of 21 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE BERNARD AND HONEY SHERMAN TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,914,426
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,914,426
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,914,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
Based on 22,723,448 shares of Common Stock outstanding at the close of
business on December 31, 1998 as reported in the Issuer's Form 10-Q
filed with the Commission on 2/8/99.
14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 068306109 Page 4 of 21 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHERMAN HOLDINGS INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,914,426
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,914,426
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,914,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
Based on 22,723,448 shares of Common Stock outstanding at the close of
business on December 31, 1998 as reported in the Issuer's Form 10-Q
filed with the Commission on 2/8/99.
14 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 068306109 Page 5 of 21 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHERMCO INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,914,426
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,914,426
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,914,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
Based on 22,723,448 shares of Common Stock outstanding at the close of
business on December 31, 1998 as reported in the Issuer's Form 10-Q
filed with the Commission on 2/8/99.
14 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 068306109 Page 6 of 21 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHERFAM INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,914,426
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,914,426
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,914,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
Based on 22,723,448 shares of Common Stock outstanding at the close of
business on December 31, 1998 as reported in the Issuer's Form 10-Q
filed with the Commission on 2/8/99.
14 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 068306109 Page 7 of 21 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOTEX HOLDINGS INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,914,426
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,914,426
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,914,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
Based on 22,723,448 shares of Common Stock outstanding at the close of
business on December 31, 1998 as reported in the Issuer's Form 10-Q
filed with the Commission on 2/8/99.
14 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 068306109 Page 8 of 21 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHERMFIN CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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) |X|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,914,426
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,914,426
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,914,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
Based on 22,723,448 shares of Common Stock outstanding at the close of
business on December 31, 1998 as reported in the Issuer's Form 10-Q
filed with the Commission on 2/8/99.
14 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 068306109 Page 9 of 21 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHERMAN DELAWARE, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,914,426
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,914,426
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,914,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.6%
Based on 22,723,448 shares of Common Stock outstanding at the close of
business on December 31, 1998 as reported in the Issuer's Form 10-Q
filed with the Commission on 2/8/99.
14 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 068306109 Page 10 of 21 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE APOTEX FOUNDATION, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY, USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 275,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 275,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%
Based on 22,723,448 shares of Common Stock outstanding at the close of
business on December 31, 1998 as reported in the Issuer's Form 10-Q
filed with the Commission on 2/8/99.
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
The title and class of equity security to which this statement relates is:
Common Stock, par value $0.01 per share ("Common Stock"). The name and address
of the principal executive office of the issuer is: Barr Laboratories, Inc. (the
"Issuer"), Two Quaker Road, P.O. Box 2900, Pomona, New York 10970-0519.
Item 2. Identity and Background
(a) This statement is being filed jointly by the following parties: (i)
Bernard C. Sherman ("Dr. Sherman"), who has shared voting and dispositive
control, as a trustee and officer, of The Apotex Foundation, Inc. ("Apotex
Foundation"), and who has sole voting and dispositive control, as the sole
trustee, of the Bernard and Honey Sherman Trust ("Sherman Trust"), and who owns
99% of the outstanding capital stock of Sherman Holdings Inc. ("Sherman
Holdings"); (ii) Sherman Trust which owns 99% of the common stock of Shermco
Inc. ("Shermco"); (iii) Sherman Holdings which owns 99% of the preferred stock
of Shermco; (iv) Shermco which owns all of the outstanding capital stock of
Sherfam Inc. ("Sherfam"); (v) Sherfam which owns all of the outstanding capital
stock of Apotex Holdings Inc. ("Apotex"); (vi) Apotex which owns all of the
outstanding capital stock of Shermfin Corp. ("Shermfin"); (vii) Shermfin which
owns all of the outstanding capital stock of Sherman Delaware, Inc. ("SDI");
(viii) SDI which directly owns Common Stock of the Issuer; and (ix) Apotex
Foundation which directly owns Common Stock of the Issuer (individually, a
"Reporting Person" and, collectively, the "Reporting Persons").*
For each of the corporations (or trusts) listed above, the following is a
list of each executive officer, director and person controlling such corporation
and each executive officer and director of any corporation or other person
ultimately in control of such corporation (or trust):
(i) Sherman Trust:
Sole Trustee: Bernard C. Sherman
(ii) SHI:
Directors: Bernard C. Sherman
Michael ("Meyer") F. Florence
Officers: Bernard C. Sherman President and Secretary
Michael F. Florence Vice President
Edward Florence Vice President
* Neither the present filing nor anything contained herein shall be construed as
an admission that any Reporting Person constitutes a "person" for any purpose
other than Section 13(d) of the Act.
<PAGE>
(iii) Shermco:
Directors: Bernard C. Sherman
Michael F. Florence
Jacob ("Jack") M. Kay
R. Craig Baxter
Officers: Bernard C. Sherman Chairman of the Board
Michael F. Florence President
Jacob M. Kay Vice President
R. Craig Baxter Vice President and Secretary
(iv) Sherfam:
Directors: Bernard C. Sherman
Michael F. Florence
Jacob M. Kay
R. Craig Baxter
Officers: Bernard C. Sherman Chairman of the Board
Michael F. Florence President
Jacob M. Kay Vice President
R. Craig Baxter Vice President, Secretary
and Treasurer
(v) Apotex:
Directors: Bernard C. Sherman
Michael F. Florence
R. Craig Baxter
Officers: Bernard C. Sherman President
Michael F. Florence Vice President
R. Craig Baxter Secretary and Treasurer
(vi) Shermfin:
Directors: Bernard C. Sherman
Michael F. Florence
Officers: Bernard C. Sherman President
Michael F. Florence Vice President, Treasurer
and Secretary
R. Craig Baxter Controller
<PAGE>
(vii) SDI:
Directors: Bernard C. Sherman
Michael F. Florence
Officers: Bernard C. Sherman President
Michael F. Florence Vice President
R. Craig Baxter Secretary and Treasurer
(viii) Apotex Foundation:
Trustees: Bernard C. Sherman
Jacob M. Kay
Michael F. Florence
Officers: Bernard C. Sherman President
Jacob M. Kay Secretary
Michael F. Florence Treasurer
(b) The principal business or residence address of each of the persons
listed in Item 2(a) above is as follows:
(i) Dr. Sherman, Apotex Foundation, Sherman Trust, Sherman Holdings,
Shermco, Sherfam, Apotex, Shermfin and SDI each have a principal
business address at 150 Signet Drive, Weston, Ontario, Canada M9L
1T9.
(ii) Dr. Sherman has a residence address at 50 Old Colony Road,
Toronto, Ontario, Canada M2L 2K1.
(iii) Michael F. Florence has a residence address at 103 Vesta Drive,
Toronto, Ontario, Canada M5P 2Z8.
(iii) Edward Florence has a residence address at 62 Prince Charles
Drive, North York, Ontario, Canada M6A 2H5.
(iv) Jacob M. Kay has a residence address at 23 Bryson Drive, Richmond
Hill, Ontario, Canada L4C 6E2.
(v) R. Craig Baxter has a residence address at 108 Westwood Lane,
Richmond Hill, Ontario, Canada L4C 6Y3.
(c) The principal business of each of the persons listed in Item 2(a)
above is as follows:
(i) Sherman Trust: Family Trust
(ii) SHI: Holding Company
(iii) Shermco: Holding Company
<PAGE>
(iv) Sherfam: Holding Company
(v) Apotex: Holding Company
(vi) Shermfin: Holding Company
(vii) SDI: Holding Company
(viii) Apotex Foundation: Private Foundation
(ix) Bernard C. Sherman: Chairman of the Board of the Issuer from July
1981 to January 1993 and currently a Director of the Issuer, a
pharmaceutical company engaged in the development, manufacture
and marketing of generic and proprietary prescription
pharmaceuticals. Dr. Sherman is Chief Executive Officer and
Chairman of the Board of Apotex, Inc., a Canadian manufacturer of
generic and brand name drugs. He is also Chairman of the Board of
Cangene Corporation, President of SDI, President of Shermfin,
President of Apotex, a Director of Citadel Gold Mines, Inc., sole
Trustee of Sherman Trust and a Trustee and President of Apotex
Foundation.
(x) Michael F. Florence: Elected a Director of the Issuer in February
1988. Mr. Florence has been President of Sherfam since 1989. He
is also Vice President of Shermfin, Vice President of Apotex,
Inc. and Vice President of SDI. From January 1964 through April
1989, Mr. Florence was a partner in Wm. Eisenberg & Co., Canadian
Chartered Accountants. He is President and a Director of Citadel
Gold Mines, Inc. and a Director of Nutrition for Life
International, Inc. Mr. Florence and Dr. Sherman are
brothers-in-law.
(xi) Jacob M. Kay: Elected a Director of the Issuer in December 1994.
Mr. Kay is President of Apotex, Inc., and also serves as Chairman
of the Canadian Drug Manufacturers Association. He is also a
Director of York Finch Hospital (Toronto), Cangene Corporation
and Humber River Regional Hospital.
(xii) R. Craig Baxter: Vice President, Secretary and Treasurer of
Sherfam, Secretary and Treasurer Apotex, Vice President and
Secretary, Controller of Shermfin and Controller of SDI.
(xiii) Edward Florence: Vice President of SHI.
(d) During the past five years, none of the Reporting Persons or, to the
best knowledge and belief of the Reporting Persons, any of the persons listed in
Item 2(a) above has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons or, to the
best knowledge and belief of the Reporting Persons, any of the persons listed in
Item 2(a) above has
<PAGE>
been or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation, relating to such laws, except
for those persons set forth below:
In July 1994, Dr. Sherman and Shermfin consented to the issuance of an
Order of the Commission that they cease and desist from violations of certain
provisions of the Exchange Act. This Order was consented to without admitting or
denying the findings of the Commission that there had been a failure to file
reports of beneficial ownership of the common stock of Kinesis, Inc. ("Kinesis")
with the Commission on Form 3 and Schedule 13G. Kinesis was a company formed to
develop certain sports related products, never had any operations and was
dissolved in March 1994. The Issuer had no relationship with Kinesis.
(f) The citizenship of each of the persons listed in Item 2(a) above is as
follows:
(i) Sherman Trust: Trust formed under the laws of Ontario,
Canada
(ii) SHI: Ontario Business Corporation
(iii) Sherfam: Ontario Business Corporation
(iv) Shermco: Ontario Business Corporation
(v) Apotex: Ontario Business Corporation
(vi) Shermfin: Delaware Corporation
(vii) SDI: Delaware Corporation
(viii) Apotex Foundation: New Jersey Not-For-Profit Corporation
(ix) Bernard C. Sherman: Ontario, Canada
(x) Michael F. Florence: Ontario, Canada
(xi) Edward Florence: Ontario, Canada
(xii) Jacob M. Kay: Ontario, Canada
(xiii) R. Craig Baxter: Ontario, Canada
Item 3. Source and Amount of Funds or Other Consideration
With respect to the shares owned by SDI which are covered by this
statement, the shares were acquired prior to the date the Common Stock was
registered pursuant to Section 12 of the Act. The source of funds which SDI
acquired such shares was from capital contributions of Dr. Sherman
to SDI from his personal funds.
<PAGE>
With respect to the shares owned by Apotex Foundation which are covered by
this statement, the shares were donated to Apotex Foundation by SDI.
Item 4. Purpose of Transaction
The Issuer filed a Registration Statement on Form S-1 to register the sale
of 1,500,000 shares of Common Stock in a public offering and, simultaneously
with the Registration Statement, registered the Common Stock on Form 8-A under
Section 12(g) of the Act. The Commission declared the Registration Statement
effective on June 11, 1987 (the "Effective Date"). On the Effective Date, Dr.
Sherman was the indirect beneficial owner, by virtue of the relationships
described in Item 2(a) above, of 5,028,276 shares of Common Stock owned
beneficially by SDI and 150 shares of Common Stock owned beneficially by Sherfam
Industries, Inc., a Ontario business corporation and wholly owned subsidiary of
Shermco ("Sherfam Industries"), which shares represented 66.6% of the total
issued and outstanding Common Stock of the Issuer.
In December 1989, SDI acquired 11,500 shares of Common Stock at $4.75 per
share in an open market transaction. On December 31, 1989, Dr. Sherman was
indirectly, by virtue of the relationships described in Item 2(a) above, the
beneficial owner of 5,039,926 shares of Common Stock, which shares represented
66.4% of the total issued and outstanding Common Stock of the Issuer.
In January 1991, Dr. Sherman acquired 370,000 shares of Common Stock at
$8.25 per share upon the conversion of a $3 million loan to the Issuer. In May
1991, Dr. Sherman acquired 240,000 shares of Common Stock at $12.50 per share
upon the conversion of a $3 million loan to the Issuer. The 610,000 shares of
Common Stock acquired by Dr. Sherman in 1991 represented 7.3% of the total
issued and outstanding shares of Common Stock of the Issuer as of December 31,
1991. In October 1991, Sherfam Industries sold 150 shares of Common Stock to a
broker in a private transaction at $35.25 per share. In October 1991, in a
series of transactions, SDI sold 11,500 shares of Common Stock in public market
transactions at an average price of $34.47 per share. On December 31, 1991, Dr.
Sherman was indirectly or directly, by virtue of the relationships described in
Item 2(a) above, the beneficial owner of 5,638,276 shares of Common Stock, which
shares represented 67.5% of the total issued and outstanding Common Stock of the
Issuer.
During 1992, Dr. Sherman acquired 250,000 shares of Common Stock at $8.75
per share upon the exercise of a warrant granted by the Issuer in 1991, which
shares represented 2.9% of the total issued and outstanding shares of Common
Stock of the Issuer as of December 31, 1992. Dr. Sherman sold 250,000 shares of
Common Stock to SDI at $8.75 per share on August 21, 1992. On December 31, 1992,
Dr. Sherman was indirectly or directly, by virtue of the relationships described
in Item 2(a) above, the beneficial owner of 5,888,276 shares of Common Stock,
which shares represented 68.2% of the total issued and outstanding Common Stock
of the Issuer.
During 1993, Dr. Sherman sold 610,000 shares of Common Stock to SDI at
$9.00 per share, which shares represented 7% of the total issued and outstanding
shares of Common Stock of the Issuer as of December 31, 1993. On December 31,
1993, Dr. Sherman was indirectly, by virtue of the relationships described in
Item 2(a) above, the beneficial owner of
<PAGE>
5,888,276 shares of Common Stock, which shares represented 67.8% of the total
issued and outstanding Common Stock of the Issuer.
During 1995, Glastex Investments, Inc., a Delaware corporation and wholly
owned subsidiary of Shermfin ("Glastex"), purchased 220,358 shares of Common
Stock at $21.25 per share in a public market transaction, which shares
represented 2.4% of the total issued and outstanding shares of Common Stock of
the Issuer as of December 31, 1995. On December 31, 1995, Dr. Sherman was
indirectly, by virtue of the relationships described in Item 2(a) above, the
beneficial owner of 6,108,634 shares of Common Stock, which shares represented
65.6% of the total issued and outstanding Common Stock of the Issuer.
During 1996, pursuant to a 3 for 2 stock split of the Issuer: (i) SDI
acquired 2,944,138 shares of Common Stock of the Issuer and (ii) Glastex
acquired 110,179 Common Stock of the Issuer. On December 31, 1996, Dr. Sherman
was indirectly, by virtue of the relationships described in Item 2(a) above, the
beneficial owner of 9,162,951 shares of Common Stock, which shares represented
65.2% of the total issued and outstanding Common Stock of the Issuer.
During 1997, pursuant to a 3 for 2 stock split of the Issuer: (i) SDI
acquired 4,416,207 shares of Common Stock of the issuer and (ii) Glastex
acquired 165,268 shares of Common Stock of the Issuer. On December 31, 1997, Dr.
Sherman was indirectly, by virtue of the relationships described in Item 2(a)
above, the beneficial owner of 13,744,426 shares of Common Stock, which shares
represented 63.7% of the total issued and outstanding Common Stock of the
Issuer.
In March 1998, SDI and Glastex sold 2,984,195 and 495,805 shares,
respectively, of Common Stock at $35.50 per share in a public offering pursuant
to a Registration Statement on Form S-3 of the Issuer. In April 1998, SDI
donated 250,000 shares of Common Stock to Apotex Foundation. In June 1998, SDI
donated 100,000 shares of Common Stock to Apotex Foundation. During November and
December 1998, Apotex Foundation sold an aggregate of 75,000 shares of Common
Stock in public market transactions, which transactions are described in Item
5(c) below. On December 31, 1998, the Reporting Persons were, by virtue of
relationships described in Item 2(a) above, the indirect and direct beneficial
owners of Common Stock as described in Items 5(a) and (b) below.
The beneficial ownership of Common Stock by the Reporting Persons described
herein has been disclosed in numerous filings by the Issuer with the Commission,
including the Registration Statements mentioned above and the Issuer's annual
proxy statements.
The Reporting Persons acquired the Common Stock of the Issuer to which this
Schedule 13D relates solely for investment purposes. Dr. Sherman was Chairman of
the Board of the Issuer from July 1981 through January 1993 and is currently a
Director of the Issuer. Other than Dr. Sherman's representation on the Board of
Directors of the Issuer, the Reporting Persons do not have any present plans or
proposals which relate to or would result in actions referred in clauses (a)
through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons expects to
evaluate on an ongoing basis the Issuer's financial condition, business,
operations and prospects, the market price of the Common Stock, conditions in
the securities markets generally, general economic conditions and other factors.
Accordingly, each Reporting Person reserves the right to change its plans and
intentions at any time, as it deems appropriate. In particular, any Reporting
<PAGE>
Person may purchase additional shares of Comon Stock, or may sell or otherwise
dispose of all or portions of the Common Stock beneficially owned by such
Reporting Person, in public and private transactions and/or may enter into
privately negotiated derivative transactions with institutional counterparts to
hedge the market risk of some or all of its positions in, or to obtain greater
exposure to, the Common Stock or other securities. Any such transactions may be
effected at any time or from time to time, subject to any applicable limitations
imposed on the sale of any of their Common Stock by the Act.
Item 5. Interest in Securities of the Issuer
(a) and (b)
<TABLE>
<CAPTION>
Sole Sole Power
Power Shared to Dispose Shared Power
Amount Percent to Vote or Power to or Direct to Dispose
Reporting Person Beneficially of Direct the Vote or the or Direct the
Owned Class Vote Direct the Disposition Disposition
Vote of of
- ---------------- ------------ ------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
1. Sherman 10,189,426 (1)(2) 44.8% 0 10,189,426 0 10,189,426
2. Sherman Trust 9,914,426 (1) 43.6% 0 9,914,426 0 9,914,426
3. SHI 9,914,426 (1) 43.6% 0 9,914,426 0 9,914,426
4. Shermco 9,914,426 (1) 43.6% 0 9,914,426 0 9,914,426
4. Sherfam 9,914,426 (1) 43.6% 0 9,914,426 0 9,914,426
5. Apotex 9,914,426 (1) 43.6% 0 9,914,426 0 9,914,426
6. Shermfin 9,914,426 (1) 43.6% 0 9,914,426 0 9,914,426
7. SDI 9,914,426 43.6% 0 9,914,426 0 9,914,426
8. Apotex Foundation 275,000 1.2% 0 275,000 0 275,000
</TABLE>
(1) By virtue of the relationships described in Item 2(a) above, Dr. Sherman,
Sherman Trust, SHI, Shermco, Sherfam, Apotex and Shermfin may be deemed to
possess indirect beneficial ownership of the shares of Common Stock
beneficially owned by SDI.
(2) By virtue of the relationships described in Item 2(a) above, Dr. Sherman
may be deemed to possess indirect beneficial ownership of the shares of
Common Stock beneficially owned by Apotex Foundation. Dr. Sherman disclaims
beneficial ownership of the shares of Common Stock beneficially owned by
Apotex Foundation.
The filing of this statement by Dr. Sherman, Sherman Trust, SHI, Shermco,
Sherfam, Apotex and Shermfin shall not be construed as an admission that any of
Dr. Sherman, Sherman Trust, SHI, Shermco, Sherfam, Apotex or Shermfin, is, for
the purposes of Section 13(d) or Section 13(g) of the Act, the beneficial owner
of any securities covered by this statement.
Because of the relationships described in Item 2(a) above, the Reporting
Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5
under the Act, and as such, each member of the group would be deemed to
beneficially own, in the aggregate, all the
<PAGE>
shares of Common Stock held by members of the group. The Reporting Persons
disclaim membership in a group.
(c) The following purchases or sales of Common Stock have been made by the
Reporting Persons in the past sixty days:
<TABLE>
<CAPTION>
Where and
Date of the Amount of Price per Acquired (A) How
Reporting Person Transaction Securities Share or Unit or Transaction
Involved Disposed (D) was Effected
- ---------------- ----------- ---------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Apotex Foundation 11-16-98 13,600 $40.2105 D Securities sold
on open market
through a
broker
Apotex Foundation 11-17-98 10,400 $40.0000 D Securities sold
on open market
through a
broker
Apotex Foundation 11-17-98 1,000 $40.1250 D Securities sold
on open market
through a
broker
Apotex Foundation 12-11-98 21,800 $46.6548 D Securities sold
on open market
through a
broker
Apotex Foundation 12-14-98 3,200 $45.2500 D Securities sold
on open market
through a
broker
Apotex Foundation 12-21-98 10,600 $46.2500 D Securities sold
on open market
through a
broker
Apotex Foundation 12-22-98 3,000 $45.0000 D Securities sold
on open market
through a
broker
Apotex Foundation 12-23-98 3,000 $45.0000 D Securities sold
on open market
through a
broker
Apotex Foundation 12-29-98 1,400 $46.0312 D Securities sold
on open market
through a
broker
Apotex Foundation 12-29-98 3,000 $46.0000 D Securities sold
on open market
through a
broker
<PAGE>
Apotex Foundation 12-30-98 3,000 $46.0000 D Securities sold
on open market
through a
broker
Apotex Foundation 12-31-98 1,000 $47.2500 D Securities sold
on open market
through a
broker
</TABLE>
(d) No person other than the Reporting Persons, with respect to the Common
Stock beneficially owned by each of them, has any right to receive or the power
to direct the receipt of dividends from or the proceeds from the sale of the
Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Persons and between the Reporting
Persons and any other person with respect to the securities of the Issuer except
for those set forth below:
All of the shares of Common Stock of the Issuer held of record by SDI have
been pledged, pursuant to a Pledge Agreement dated April 30, 1996, between SDI
and Bank of Montreal, as Agent (the "Bank"), to secure a guaranty by SDI of an
affiliate's loan obligations to the Bank. The Pledge Agreement contains standard
default and similar provisions which give the Bank the voting and/or investment
power over such Common Stock in the event SDI defaulted on its obligations under
the guaranty.
The foregoing descriptions in this Schedule 13D of the Pledge Agreement are
qualified in their entirety by reference to the Pledge Agreement, a copy of
which is filed as Exhibit B hereto and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
A copy of the agreement between the Reporting Persons that this Schedule
13D is filed on behalf of each of them is attached hereto as Exhibit A.
A copy of the Pledge Agreement described in Item 6 above is attached hereto
as Exhibit B.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.
DATE: March 26, 1999
/s/ Bernard C. Sherman APOTEX HOLDINGS INC.
- ----------------------
BERNARD C. SHERMAN
By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman
BERNARD AND HONEY SHERMAN TRUST President
By: /s/ Bernard C. Sherman SHERMFIN CORP.
----------------------
Bernard C. Sherman
Sole Trustee By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman
President
SHERMAN HOLDINGS INC.
SHERMAN DELAWARE, INC.
By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman
President By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman
President
SHERMCO INC.
THE APOTEX FOUNDATION, INC.
By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman
President By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman
President
SHERFAM INC.
By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman
President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
A Agreement Between Reporting Persons
B Pledge Agreement
<PAGE>
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
This will confirm the agreement by and between the undersigned that the
Schedule 13D filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of Common Stock of Barr Laboratories,
Inc., a New York corporation, is being filed on behalf of each of the parties
named below.
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.
DATE: March 26, 1999
/s/ Bernard C. Sherman
- ----------------------
BERNARD C. SHERMAN
BERNARD AND HONEY SHERMAN TRUST APOTEX HOLDINGS INC.
By: /s/ Bernard C. Sherman By: /s/ Bernard C. Sherman
---------------------- ----------------------
Bernard C. Sherman Bernard C. Sherman
Sole Trustee President
SHERMAN HOLDINGS INC. SHERMFIN CORP.
By: /s/ Bernard C. Sherman By: /s/ Bernard C. Sherman
---------------------- ----------------------
Bernard C. Sherman Bernard C. Sherman
President President
SHERMCO INC. SHERMAN DELAWARE, INC.
By: /s/ Bernard C. Sherman By: /s/ Bernard C. Sherman
---------------------- ----------------------
Bernard C. Sherman Bernard C. Sherman
Sole Trustee President
SHERFAM INC. THE APOTEX FOUNDATION, INC.
By: /s/ Bernard C. Sherman By: /s/ Bernard C. Sherman
---------------------- ----------------------
Bernard C. Sherman Bernard C. Sherman
Sole Trustee President
<PAGE>
EXHIBIT B
PLEDGE AGREEMENT
THIS AGREEMENT is made between:
SHERMAN DELAWARE INC.
150 Signet Drive
Weston, Ontario
M9L 1T9
(the "Pledgor")
OF THE FIRST PART
- and -
BANK OF MONTREAL, as Agent
24th Floor
1 First Canadian Place
Toronto, Ontario
M5X lAl
(the "Agent")
OF THE SECOND PART
WHEREAS it is intended that the Agent shall hold the benefit of the
security constituted by this agreement as agent for and on behalf of itself and
such other parties being collectively referred to herein as the "Secured
Parties");
NOW THEREFORE for good and valuable consideration, the other parties as the
Agent may declare in writing from time to time (the Agent and receipt and
sufficiency of which are hereby acknowledged, the Pledgor hereby agrees and
covenants with the Agent and the Secured Parties as follows:
1. Creation of Security Interest
As continuing security for the payment and performance of all indebtedness,
liabilities and obligations of the Pledgor to the Secured Parties, present and
future, direct or indirect, contingent or absolute, and specifically including
the obligations of the Pledgor arising under guarantees
<PAGE>
given by the Pledgor to the Secured Parties in respect of the obligations of
others (collectively, the "Obligations"), the Pledgor hereby grants, mortgages,
charges, transfers, assigns and creates to and in favour of the Agent a security
interest in the following:
(a) the shares described in Schedule "A" attached hereto;
(b) all other present and future securities held by the Pledgor in the
capital stock of the corporations mentioned in Schedule "A" attached
hereto, including shares, options, rights, warrants, bonds, debentures
and all other documents which constitute evidence of a share,
participation or other interest of the Pledgor in any of the said
corporations; and including uncertificated securities within the
meaning of Part VI (Investment Securities) of the Business
Corporations Act (Ontario) and all substitutions therefor;
(the collateral described in paragraphs (a) and (b) above being herein
collectively called the "Securities"); and
(c) all income derived from or in respect of the Securities, including
without limiting the generality of the foregoing, all interest and
dividends (whether in the form of cash, securities or any other
property); all monies and property received or receivable in the
nature of the return or repayment of capital in respect of the
Securities; and all property in any form derived directly or
indirectly from any dealing with the Securities or the proceeds
therefrom ("Proceeds").
The Securities and Proceeds are collectively called the "Collateral". Any
reference in this agreement to Collateral shall mean Collateral or any part
thereof, unless the context otherwise requires.
The grants, mortgages, charges, transfers, assignments and security
interests herein created are collectively called the "Security Interest".
2. Registration of Securities
Until further notice by the Agent, the certificates representing the
Securities may remain registered in the name of the Pledgor, and the Pledgor
shall at the option of the Agent either duly endorse such certificates in blank
for transfer or execute stock powers of attorney in respect thereof; in either
case with signatures guaranteed and with all documentation being in form and
substance satisfactory to the Agent and the transfer agent appointed from time
to time in respect of the Securities. At any time and from time to time upon
request by the Agent, the Pledgor shall cause any or all of the Securities to be
registered in the name of the Agent or its nominee, and the Agent is hereby
appointed the irrevocable attorney of the Pledgor with full power of
substitution to cause any or all of the Securities to be registered in the name
of the Agent or its nominee.
<PAGE>
3. Further Description of Collateral
Without limiting the generality of the description of Collateral as set out
in paragraph 1, for greater certainty the Collateral shall include all present
and future Securities described in any Schedule attached hereto. The Pledgor
agrees to promptly inform the Agent in writing of the acquisition by the Pledgor
of any Securities (including any Securities received by the Pledgor as Proceeds
of other Securities), and the Pledgor hereby constitutes and appoints the Agent
or any officer thereof as its true, lawful and irrevocable attorney, with full
power of substitution, to attach additional schedules to this agreement from
time to time to identify any additional Securities which are so intended to be
subject to the Security Interest.
4. Attachment
The parties acknowledge that value has been given; the Pledgor has rights
in the Collateral; and the parties have not agreed to postpone the time for
attachment of the Security Interest. In respect of Collateral in which the
Pledgor obtains an interest after the execution and delivery of this agreement,
the Security Interest shall attach thereto immediately upon the Pledgor
obtaining such rights.
5. Voting Rights
Until the Pledgor defaults in the payment or performance of any of the
Obligations:
(a) the Pledgor shall be entitled to exercise all voting rights attached
to the Securities and give consents, waivers and ratifications in
respect thereof; provided, however, that no vote shall be cast or
consent, waiver or ratification given or action taken which would be
prejudicial to the interests of the Agent or which would have the
effect of reducing the value of the Securities as security for the
Obligations or imposing any restriction on the transferability of any
of the Securities; and
(b) the Pledgor shall not exercise its voting rights attached to the
Securities in connection with the following matters relating to the
issuer of the Securities without the prior written consent of the
Agent:
(i) the issuance of shares of any class in the capital stock of the
issuer, or any subdivision or consolidation of any such shares;
unless the shares so issued are concurrently pledged to the Agent
by the holder thereof;
(ii) any plan of reorganization, merger, dissolution, liquidation,
winding-up or other similar plan affecting the corporate
structure or existence of the issuer; or
<PAGE>
(iii) any amendment or other change to the constating documents of the
issuer.
All such rights of the Pledgor to vote and give consents, waivers and
ratifications shall cease immediately upon the occurrence and during the
continuance of any default by the Pledgor in the performance of any of the
Obligations.
6. Dealing with Proceeds
All Proceeds received by the Pledgor in respect of the Securities shall be
received by the Pledgor as trustee for the Agent and shall be forthwith paid
over to the Agent. Such Proceeds shall be applied against the Obligations or, at
the option of the Agent, shall remain subject to the Security Interest and shall
be held as additional security for the Obligations.
7. Additional Covenants of Pledgor
The Pledgor covenants and agrees as follows:
Disposition of Collateral
(a) not to sell, exchange, transfer, assign, lend or otherwise
dispose of or deal in any way with the Collateral or any interest
therein, or enter into any agreement or undertaking to do so;
Further Assurances
(b) to do, make, execute and deliver such further and other
assignments, transfers, deeds, security agreements and other
documents as may be required by the Agent to establish in favour
of the Agent the Security Interest intended to be created hereby
and to accomplish the intention of this agreement; and
Payment of Expenses
(c) to pay all expenses, including solicitors' and receivers' fees
and disbursements, incurred by the Agent or its agents in
connection with the preparation, perfection, preservation and
enforcement of this agreement; including all expenses incurred by
the Agent or such agents in dealing with other creditors of the
Pledgor in connection with the establishment and confirmation of
the priority of the Security Interest; all of which expenses
shall be payable forthwith upon demand and shall form part of the
Obligations.
<PAGE>
8. Enforcement Upon Demand
The Obligations shall be due and payable and the Security Interest shall
become enforceable upon demand, subject to any restrictions upon the Agent's
right of demand which may be contained in any other written agreement made
between the Agent and the Pledgor from time to time.
9. Remedies
Upon the Security Interest becoming enforceable, in addition to any other
remedies available at law or equity or contained in any other agreement between
the Pledgor and the Agent, the Agent may:
(a) obtain possession of any Securities which it does not already hold, by
any method permitted by law;
(b) realize upon, collect, sell, transfer, assign, give options to
purchase, or otherwise dispose of and deal with the Collateral or any
part thereof;
(c) notify any parties obligated in respect of any Proceeds to make
payment thereof to the Agent;
(d) exercise all voting rights attached to the Securities (whether or not
registered in the name of the Agent or its nominee) and give or
withhold all consents, waivers and ratifications in respect thereof
and otherwise act with respect thereto as though it were the absolute
owner thereof;
(e) exercise any and all rights of conversion, exchange, subscription or
any other rights, privileges or options pertaining to any of the
Securities as if it were the absolute owner thereof including, without
limitation, the right to exchange at its discretion any and all of the
Securities upon the merger, consolidation, reorganization,
recapitalization or other readjustment of any issuer thereof, or upon
the exercise by any issuer of any right, privilege or option
pertaining to any of the Securities, and in connection therewith, to
deposit and deliver any of the Securities with any committee,
depositary, transfer agent, registrar or other designated agency upon
such terms and conditions as it may determine, all without liability
except to account for property actually received by it;
(f) comply with any limitation or restriction in connection with any
proposed sale or other disposition of the Securities as may be
necessary in order to comply with applicable law or regulation or any
policy imposed by any stock exchange, securities commission or other
governmental or regulatory authority or official, and the Pledgor
further agrees that such compliance shall not result in such sale
being considered or deemed not to
<PAGE>
have been made in a commercially reasonable manner, nor shall the
Agent be liable or accountable to the Pledgor for any discount in the
sale price of the Securities which may be given by reason of the fact
that such Securities are sold in compliance with any such limitation
or restriction;
(g) purchase any or all of the Securities, whether in connection with a
sale made under the power of sale herein contained or pursuant to
judicial proceedings or otherwise; and
(h) file proofs of claim and other documents in order to have the claims
of the Agent lodged in any bankruptcy, winding-up, or other judicial
proceeding relating to the Pledgor.
10. Failure of Agent to Exercise Remedies
The Agent shall not be liable for any delay or failure to enforce any
remedies available to it or to institute any proceedings for such purposes.
11. Application of Payments
All payments made in respect of the Obligations and all monies received by
the Agent in respect of the enforcement of the Security Interest may be held as
security for the Obligations or applied in such manner as may be determined in
the discretion of the Agent, and the Agent. may at any time apply or change any
such appropriation of such payments or monies to such part or parts of the
Obligations as the Agent may determine in its discretion. The Pledgor shall
remain liable to the Agent for any deficiency; and any surplus funds realized
after the satisfaction of all Obligations shall be paid in accordance with
applicable law.
12. Dealings by Agent
The Agent may grant extensions of time and other indulgences, take and give
up securities, accept compositions, grant releases and discharges, and otherwise
deal with the Collateral, the Pledgor, debtors of the Pledgor, sureties of the
Pledgor, and others as the Agent may see fit, without prejudice to the
Obligations and the rights of the Agent to hold and realize upon the Security
Interest. The Agent has no obligation to keep Collateral identifiable.
13. Notice
Without prejudice to any other method of giving notice, any notice required
or permitted to be given hereunder to any party shall be conclusively deemed to
have been received by such party on the date following the sending thereof by
prepaid private courier to such party at its address noted on the first page of
this agreement.
<PAGE>
14. Separate Security
This agreement and the Security Interest are in addition to and not in
substitution for any other security now or hereafter held by the Agent in
respect of the Pledgor, the Obligations or the Collateral.
15. Severability
If any provision of this agreement shall be deemed by any court of
competent jurisdiction to be invalid or void, the remaining provisions shall
remain in full force and effect.
16. Further Assurances; Power of Attorney
The Pledgor hereby agrees that immediately upon request by the Agent it
shall execute and deliver all documents and take all actions as may be necessary
or desirable to perform its obligations hereunder and carry out the intention of
this agreement. If the Pledgor does not take any such action or execute and
deliver any such document within two (2) days after receipt of a written request
from the Agent, it hereby constitutes and appoints the Agent or any officer
thereof as its true, lawful and irrevocable attorney, with full power of
substitution, to execute all documents and take all actions as may be necessary
or desirable to perform any obligations of the Pledgor arising pursuant to this
agreement, and in executing such documents and taking such actions, to use the
name of the Pledgor whenever and wherever it may be considered necessary or
expedient.
17. Entire Agreement
This agreement, including any schedules attached hereto, constitutes the
entire agreement between the Pledgor and the Agent relating to the
subject-matter hereof, and no amendment shall be effective unless made in
writing. There are no representations, warranties or collateral agreements in
effect between the Pledgor and the Agent relating to the subject-matter hereof;
and possession of an executed copy of this agreement by the Agent constitutes
conclusive evidence that it was executed and delivered by the Pledgor free of
all conditions.
18. Governing Law; Attornment
This agreement shall be interpreted in accordance with the laws of the
Province of Ontario, and without prejudice to the ability of the Agent to
enforce this agreement in any other proper jurisdiction, the Pledgor hereby
irrevocably submits and attorns to the jurisdiction of the courts of the
Province of Ontario.
19. Conflict with Other Agreements
This Agreement is given subject to the proviso that if any provision of
this agreement is inconsistent with any provision in any other written agreement
made between the Pledgor and the
<PAGE>
Agent, then before the Security Interest becomes enforceable the applicable
provision of such other agreement shall govern, and after the Security Interest
becomes enforceable the applicable provision of this agreement shall govern.
20. Successors and Assigns
This agreement shall extend and enure to the benefit of the Agent and the
Secured Parties and their respective successors and permitted assigns, and shall
be binding upon the Pledgor and its successors; "successors" includes any
corporation resulting from the amalgamation of a corporation with any other
corporation.
21. Copy of Agreement
The Pledgor acknowledges receipt of an executed copy of this agreement.
<PAGE>
IN WITNESS WHEREOF this agreement has been executed, sealed and delivered
by the Pledgor under the hand of its proper officer duly authorized in that
behalf, this 30th day of April, 1996.
SHERMAN DELAWARE INC.
By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman
President
<PAGE>
SCHEDULE "A"
to the Pledge Agreement provided by
Sherman Delaware Inc.
1. 8,832,414 common shares of Barr Laboratories Inc.
