<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 4)
PHARMERICA, INC. F/K/A
CAPSTONE PHARMACY SERVICES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
717135-10-7
(CUSIP Number)
ALLAN C. SILBER
COUNSEL CORPORATION
THE EXCHANGE TOWER
TWO FIRST CANADIAN PLACE, SUITE 1300
TORONTO, ONTARIO, CANADA M5X 1E3
(416) 866-3000
(Name, Address and Telephone Number of
Person Authorized to Receive
Notice and Communications)
DECEMBER 2, 1997
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13D-1(b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be 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 ("Exchange 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).
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CUSIP NO. 717135-10-7 13D PAGE 2 OF 12 PAGES
<TABLE>
<S> <C> <C>
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COUNSEL CORPORATION
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS *
BK (SEE ITEM 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
NUMBER OF SHARES (7) SOLE VOTING POWER
8,356,815 (SEE ITEM 5)
BENEFICIALLY (8) SHARED VOTING POWER
0 (SEE ITEM 5)
OWNED BY EACH (9) SOLE DISPOSITIVE POWER
8,356,815 (SEE ITEM 5)
REPORTING PERSON (10) SHARED DISPOSITIVE POWER
0 (SEE ITEM 5)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,356,815 SHARES OF COMMON STOCK (SEE ITEM 5)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
COUNSEL CORPORATION DISCLAIMS BENEFICIAL OWNERSHIP OF MR. SILBER'S
HOLDINGS, AS DISCUSSED IN ITEM 5.
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% (SEE ITEM 5)
(14) TYPE OF REPORTING PERSON *
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 14066N-10-1 13D PAGE 3 OF 12 PAGES
<TABLE>
<S> <C> <C>
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALLAN C. SILBER
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS *
PF (SEE ITEM 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
TORONTO, ONTARIO, CANADA
NUMBER OF SHARES (7) SOLE VOTING POWER
580,000 (SEE ITEM 5)
BENEFICIALLY (8) SHARED VOTING POWER
0 (SEE ITEM 5)
OWNED BY EACH (9) SOLE DISPOSITIVE POWER
580,000 (SEE ITEM 5)
REPORTING PERSON (10) SHARED DISPOSITIVE POWER
0 (SEE ITEM 5)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,000 (SEE ITEM 5)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
MR. SILBER DISCLAIMS BENEFICIAL OWNERSHIP OF COUNSEL CORPORATION'S
HOLDINGS, AS DISCUSSED IN ITEM 5
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (SEE ITEM 5)
(14) TYPE OF REPORTING PERSON *
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
AMENDMENT NUMBER 4 SCHEDULE 13D
Introduction
This statement (the "Fourth Amendment") is amendment number 4 to an
initial statement on Schedule 13D as amended and restated in an Amendment dated
May 22, 1995 (the "First Amendment"), as again amended and restated in a Second
Amendment dated August 29, 1995 (the "Second Amendment"), and as again amended
and restated in a Third Amendment dated July 29, 1996 (the "Third Amendment")
(the Fourth Amendment, Third Amendment, Second Amendment, First Amendment and
the initial statement being herein referred to as the "Schedule 13D"), with
respect to the common stock of PharMerica, Inc., f/k/a Capstone Pharmacy
Services, Inc. (the "Issuer"). The reporting persons named below are hereby
jointly filing this statement on Schedule 13D, pursuant to Rule 13d-1(f)(1)
promulgated by the Securities and Exchange Commission pursuant to the Exchange
Act. This Fourth Amendment amends Items 1, 2, 3, and 5.
Item 1. Security and Issuer.
Item 1 is amended and supplemented by the following:
This statement relates to the common stock of PharMerica, Inc., a
Delaware corporation (f/k/a Capstone Pharmacy Services, Inc., a
Delaware corporation), whose principal executive offices are located
at: 3611 Queen Palm Dr., Tampa, Florida 33619.
Item 2. Identity and Background.
Item 2 is deleted in its entirety and replaced and supplemented by the
following:
(a) The reporting persons are Counsel Corporation, an Ontario,
Canada corporation, and Allan C. Silber. The directors and
executive officers of Counsel Corporation as of the date
hereof are set forth on Schedule A attached hereto and
incorporated herein by reference.
(b) The principal business address of both Counsel Corporation and
Mr. Silber is: The Exchange Tower, Suite 1300, 130 King Street
West, Toronto, Ontario, Canada M5X 1E3. The principal business
address of each of the directors and executive officers of
Counsel Corporation is set forth on Schedule A attached hereto
and incorporated herein by reference.
(c) Counsel Corporation's principal business is the management of
health care and real estate assets. Mr. Silber is the Chairman
and Chief Executive Officer of Counsel Corporation and
Chairman of the Issuer's Board of Directors. The principal
occupation of each director and executive officer of Counsel
Corporation, including the principal business and address of
any organization in which such employment
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is conducted, is set forth on Schedule A attached hereto and
incorporated herein by reference.
(d) During the last five (5) years, neither Counsel Corporation
nor Mr. Silber nor any of the directors or executive officers
of Counsel Corporation, as set forth on Schedule A attached
hereto, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five (5) years, neither Counsel Corporation
nor Mr. Silber nor any of the directors or executive officers
of Counsel Corporation, as set forth on Schedule A attached
hereto, have been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a
result of such proceeding was 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 with respect to
such laws.
(f) Mr. Silber is a citizen of Canada. Each of the directors and
executive officers of Counsel Corporation, as set forth on
Schedule A attached hereto, is a citizen of Canada, with the
exception of Mr. Hutheesing and Mr. Johnson, who are citizens
of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented by the following:
Counsel Corporation entered into a Credit Agreement dated May 27, 1997
between Counsel Corporation and the Canadien Imperial Bank of Commerce. The
equity securities of Issuer were acquired on December 2, 1997 by drawing on this
line of credit.
Item 5. Interest in Securities of the Issuer.
Item 5 is deleted in its entirety and replaced and supplemented by the
following:
(a) As of the close of business on February 4, 1998, (i) Counsel
Corporation beneficially owns in the aggregate 8,356,815
shares of the Issuer's common stock and disclaims beneficial
ownership of all shares held by Mr. Silber, and (ii) Mr.
Silber beneficially owns in the aggregate 580,000 shares of
the Issuer's common stock and disclaims beneficial ownership
of all shares held by Counsel Corporation. Counsel
Corporation's and Mr. Silber's ownership constitute 9.6% and
less than 0.7%, respectively, of the outstanding shares of the
Issuer's common stock, based upon 87,118,843 shares
outstanding as of December 3, 1997 (represented by Issuer's
Transfer Agent as the number of shares of the Issuer's common
stock outstanding as of such date) plus, with respect to each
party, the number of shares
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subject to options or warrants held by such party. The
percentage ownership of Counsel Corporation and Mr. Silber
were substantially reduced by Issuer's issuance of 50 million
shares of Common Stock on December 3, 1997 in connection with
a merger.
Counsel Corporation has direct beneficial ownership of
7,820,089 shares of the Issuer's common stock and warrants to
acquire an additional 536,726 shares.
Mr. Silber has direct beneficial ownership of 50,000 shares of
the Issuer's common stock, warrants to acquire an additional
45,000 shares and options to acquire an additional 810,000
shares, of which 485,000 are vested.
Mr. Silber is a director of Counsel Corporation and a
shareholder who beneficially owns or controls approximately
18% of the common shares of Counsel Corporation, a majority of
which is pledged to a lender. Each of Counsel Corporation and
Mr. Silber disclaims beneficial ownership of the shares of the
Issuer beneficially owned by the other.
In addition to Counsel Corporation and Mr. Silber, as of the
close of business on January 26, 1998, the following directors
and executive officers of Counsel Corporation, set forth on
Schedule A attached hereto, own the following shares of the
Issuer's common stock and warrants or options to acquire
additional shares of common stock:
<TABLE>
<CAPTION>
Direct Beneficial
Ownership of Warrants to Options to
Issuer's Common Purchase Issuer's Purchase Issuer's
Shareholder Stock Common Stock Common Stock
----------- ----- ------------ ------------
<S> <C> <C> <C>
Edward Sonshine 30,000 27,000 20,000
Howard Wortzman 9,380 8,442 0
Norman Hill 14,048 25,243 0
Ajit Hutheesing 6,500 0 0
Gerald Turner 23,750 0 0
Susan Feldman 16,000 0 0
Curtis Johnson 0 0 25,000
Morris A. Perlis 50,000 45,000 403,333
Philip Reichmann(1) 180,000 162,000 0
</TABLE>
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- -------------
(1) Shares owned by PF&R Holdings, Inc., in which Philip Reichmann owns a
material interest.
(b) Each of Counsel Corporation, Mr. Silber, Mr. Sonshine, Mr.
Perlis, Mr. Wortzman and Mr. Reichmann (indirectly through
PF&R Holdings, Inc.) has the sole power to direct the vote and
disposition of the shares of which it possesses beneficial
ownership. The responses of Counsel Corporation and Mr. Silber
to Items (7) through (11) of the portions of the cover page of
this Schedule 13D that relate to beneficial ownership are
incorporated herein by reference.
(c) The following transaction was effected by the reporting person
since in the last 60 days:
On December 2, 1997, Counsel Corporation exercised warrants to
purchase 1,800,000 shares of Common Stock, 1,298,181 shares at
$4.50 per share and 501,819 shares at $5.50 per share, for an
aggregate consideration of $8,601,819. On December 30, 1997
Mr. Silber was granted options to purchase 215,000 shares of
Common Stock at an exercise price of $9.56 per share, of which
81,666 are vested on the date hereof.
(d) Not Applicable.
(e) Not Applicable.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Date: February 5, 1998
COUNSEL CORPORATION
By: /s/ Allan C. Silber
-------------------------------------
Allan C. Silber
Chairman of the Board and
Chief Executive Officer
/s/ Allan C. Silber
-------------------------------------
Allan C. Silber, Individually
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SCHEDULE A
TO SCHEDULE 13D
Board of Directors of Counsel Corporation:
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<CAPTION>
Name Address
----------- ------------------
<S> <C>
Norman Hill Suite 300,
President 250 Sheppard Avenue East
Norman Hill Realty Inc. Toronto, ON M2N 3A9
Ajit Hutheesing 300 First Stamford Place
Chairman & Managing Partner Stamford, CT 06902
International Capital Partners Inc.
Morris Perlis Exchange Tower
President Suite 1300,
Counsel Corporation 130 King Street West
Toronto, ON M5X 1E3
Philip Reichmann Suite 2700,
President 40 King Street West
Olympia & York Properties Inc. Toronto, ON M5H 3Y2
Allan C. Silber Exchange Tower
Chairman & C.E.O. Suite 1300,
Counsel Corporation 130 King Street West
Toronto, ON M5X 1E3
Edward Sonshine, Q.C. Exchange Tower
Vice-Chairman Suite 1300,
Counsel Corporation 130 King Street West
Toronto, ON M5X 1E3
Gerald Turner Administration
President Emeritus 600 University Avenue
Mt. Sinai Hospital Suite 338
Toronto, ON M5G 1X5
</TABLE>
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Executive Officers of Counsel Corporation:
<TABLE>
<CAPTION>
Name Address
----------------- --------------------
<S> <C>
Allan C. Silber Exchange Tower
Chairman of the Board and Chief Suite 1300,
Executive Officer 130 King Street West
Toronto, ON M5X 1E3
Edward Sonshine, Q.C. Exchange Tower
Vice-Chairman Suite 1300,
130 King Street West
Toronto, ON M5X 1E3
Morris Perlis Exchange Tower
President Suite 1300,
130 King Street West
Toronto, ON M5X 1E3
Stephen Weintraub Exchange Tower
Senior Vice President and Suite 1300,
Secretary 130 King Street West
Toronto, ON M5X 1E3
Susan Feldman Exchange Tower
Senior Vice President, Suite 1300,
Corporate Communications 130 King Street West
Toronto, ON M5X 1E3
Howard Wortzman Exchange Tower
Vice President, Suite 1300,
Financial Reporting 130 King Street West
Toronto, ON M5X 1E3
Curtis Johnson c/o DCAmerica, Inc.
Vice President & 280 Park Avenue
US Counsel West Building, 28th Floor
New York, NY 10017
Samuel Shimer c/o DCAmerica, Inc.
Senior Vice President, 280 Park Avenue
Acquisitions West Building, 28th Floor
New York, NY 10017
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