UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BARR LABORATORIES, INC.
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(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
068306109
-----------------------------------------------------------------------
(CUSIP Number)
MICHAEL F. FLORENCE, 150 SIGNET DRIVE, WESTON, ONTARIO, CANADA M9L 1T9
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 1999
-----------------------------------------------------------------------
(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 format 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 068306109 Page 2 of 15 Pages
- --------------------------------------------------------------------------------
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) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,914,426
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5%
Based on 22,777,607 shares of Common Stock outstanding at the close of
business on March 31, 1999 as reported in the Issuer's Form 10-Q filed
with the Commission on May 12, 1999.
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 068306109 Page 3 of 15 Pages
- --------------------------------------------------------------------------------
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
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,914,426
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5%
Based on 22,777,607 shares of Common Stock outstanding at the close of
business on March 31, 1999 as reported in the Issuer's Form 10-Q filed
with the Commission on May 12, 1999.
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 068306109 Page 4 of 15 Pages
- --------------------------------------------------------------------------------
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
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,914,426
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5%
Based on 22,777,607 shares of Common Stock outstanding at the close of
business on March 31, 1999 as reported in the Issuer's Form 10-Q filed
with the Commission on May 12, 1999.
14 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 068306109 Page 5 of 15 Pages
- --------------------------------------------------------------------------------
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
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,914,426
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5%
Based on 22,777,607 shares of Common Stock outstanding at the close of
business on March 31, 1999 as reported in the Issuer's Form 10-Q filed
with the Commission on May 12, 1999.
14 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 068306109 Page 6 of 15 Pages
- --------------------------------------------------------------------------------
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
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,914,426
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5%
Based on 22,777,607 shares of Common Stock outstanding at the close of
business on March 31, 1999 as reported in the Issuer's Form 10-Q filed
with the Commission on May 12, 1999.
14 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 068306109 Page 7 of 15 Pages
- --------------------------------------------------------------------------------
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
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,914,426
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5%
Based on 22,777,607 shares of Common Stock outstanding at the close of
business on March 31, 1999 as reported in the Issuer's Form 10-Q filed
with the Commission on May 12, 1999.
14 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 068306109 Page 8 of 15 Pages
- --------------------------------------------------------------------------------
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) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, USA
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,914,426
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5%
Based on 22,777,607 shares of Common Stock outstanding at the close of
business on March 31, 1999 as reported in the Issuer's Form 10-Q filed
with the Commission on May 12, 1999.
14 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 068306109 Page 9 of 15 Pages
- --------------------------------------------------------------------------------
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*
WC
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
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,914,426
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5%
Based on 22,777,607 shares of Common Stock outstanding at the close of
business on March 31, 1999 as reported in the Issuer's Form 10-Q filed
with the Commission on May 12, 1999.
14 TYPE OF REPORTING PERSON*
HC, CO
- -------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 068306109 Page 10 of 15 Pages
- --------------------------------------------------------------------------------
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
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
PREAMBLE
This Amended Schedule 13D is being filed to reflect changes in the
ownership of the Common Stock of Barr Laboratories, Inc. This Amended Schedule
13D amends the Schedule 13D filed by the Reporting Persons on March 26, 1999.
This Amended Schedule 13D constitutes the final filing by The Apotex Foundation
with respect to the Common Stock.
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").*
Item 3. Source and Amount of Funds or Other Consideration
Not applicable as the transaction involved a sale and not an acquisition of
securities.
Item 4. Purpose of Transaction
Not applicable as the transaction involved a sale and not an acquisition of
securities. The Reporting Persons reserve the right to repurchase additional
shares of Common Stock or to dispose of shares of the Common Stock in the open
market, in privately negotiated transactions or in any other lawful manner in
the future. Except as described above, the Reporting Persons presently have no
plans or proposals which relate to or would result in any action enumerated in
subparagraphs (a) through (j) of the instructions for Item of Schedule 13D.
* 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>
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 Power to or Direct to Dispose
Reporting Person Beneficially of or Vote or the or Direct the
Owned Class Direct Direct the Disposition Disposition
the Vote of of
Vote
<S> <C> <C> <C> <C> <C> <C>
1. Sherman 9,914,426(1) 43.5% 0 9,914,426 0 9,914,426
2. Sherman Trust 9,914,426(1) 43.5% 0 9,914,426 0 9,914,426
3. SHI 9,914,426(1) 43.5% 0 9,914,426 0 9,914,426
4. Shermco 9,914,426(1) 43.5% 0 9,914,426 0 9,914,426
4. Sherfam 9,914,426(1) 43.5% 0 9,914,426 0 9,914,426
5. Apotex 9,914,426(1) 43.5% 0 9,914,426 0 9,914,426
6. Shermfin 9,914,426(1) 43.5% 0 9,914,426 0 9,914,426
7. SDI 9,914,426(1) 43.5% 0 9,914,426 0 9,914,426
8. Apotex Foundation 0 0 0 0 0 0
</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.
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 shares of Common Stock held by
members of the group. The Reporting Persons disclaim membership in a group.
<PAGE>
(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 5-19-99 35,000 $35.0000 D Securities sold
on open market
through a
broker
Apotex Foundation 5-19-99 10,800 $34.8750 D Securities sold
on open market
through a
broker
Apotex Foundation 5-21-99 2,000 $34.8750 D Securities sold
on open market
through a
broker
Apotex Foundation 5-21-99 12,000 $34.7500 D Securities sold
on open market
through a
broker
Apotex Foundation 5-24-99 10,000 $35.2500 D Securities sold
on open market
through a
broker
Apotex Foundation 5-24-99 25,000 $35.0000 D Securities sold
on open market
through a
broker
Apotex Foundation 5-24-99 900 $34.8750 D Securities sold
on open market
through a
broker
Apotex Foundation 5-25-99 19,600 $35.7500 D Securities sold
on open market
through a
broker
Apotex Foundation 5-25-99 700 $35.6875 D Securities sold
on open market
through a
broker
Apotex Foundation 5-25-99 29,700 $35.5000 D Securities sold
on open market
through a
broker
<PAGE>
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
Apotex Foundation 5-25-99 6,500 $35.3125 D Securities sold
on open market
through a
broker
Apotex Foundation 5-25-99 500 $35.2500 D Securities sold
on open market
through a
broker
Apotex Foundation 5-25-99 5,000 $35.1875 D Securities sold
on open market
through a
broker
Apotex Foundation 5-25-99 3,000 $35.1250 D Securities sold
on open market
through a
broker
Apotex Foundation 5-25-99 10,000 $35.0000 D Securities sold
on open market
through a
broker
Apotex Foundation 5-26-99 17,000 $35.1390 D Securities sold
on open market
through a
broker
Apotex Foundation 6-08-99 2,500 $34.0000 D Securities sold
on open market
through a
broker
Apotex Foundation 6-09-99 25,000 $34.0000 D Securities sold
on open market
through a
broker
Apotex Foundation 6-16-99 9,800 $34.2500 D Securities sold
on open market
through a
broker
Apotex Foundation 6-29-99 10,000 $39.1663 D Securities sold
on open market
through a
broker
Apotex Foundation 6-30-99 40,000 $39.4708 D Securities sold
on open market
through a
broker
</TABLE>
<PAGE>
(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 Common
Stock.
(e) As a result of the sale by Apotex Foundation of 275,000 shares of
Common Stock in a series of public market transactions from May 19, 1999 through
June 30, 1999, which transactions are described in item 5(c) above, Apotex
Foundation ceased to be the beneficial owner of more than five percent (5%) of
the Common Stock of the Issuer.
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.
<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: July 1, 1999
/s/ Bernard C. Sherman APOTEX HOLDINGS INC.
BERNARD C. SHERMAN
By: /s/ Bernard C. Sherman
Bernard C. Sherman
BERNARD AND HONEY SHERMAN President
TRUST
SHERMFIN CORP.
By: /s/ Bernard C. Sherman
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/ Michael F. Florence
Michael F. Florence
President By: /s/ Bernard C. Sherman
Bernard C. Sherman
President
SHERFAM INC.
By: /s/ Michael F. Florence
Michael F. Florence
President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
A Agreement Between Reporting Persons
<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: July 1, 1999
/s/ Bernard C. Sherman
BERNARD C. SHERMAN
BERNARD AND HONEY SHERMAN APOTEX HOLDINGS INC.
TRUST
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/ Michael F. Florence By: /s/ Bernard C. Sherman
Michael F. Florence Bernard C. Sherman
President President
SHERFAM INC. THE APOTEX FOUNDATION, INC.
By: /s/ Michael F. Florence By: /s/ Bernard C. Sherman
Michael F. Florence Bernard C. Sherman
President President
