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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 0-15242
DURAMED PHARMACEUTICALS, INC.
Incorporated Under the IRS Employer I.D.
Laws of the State No. 11-2590026
of Delaware
7155 East Kemper Road
Cincinnati, Ohio 45249
(513) 731-9900
Indicate by checkmark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
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Common Stock, $.01 par value per share:
Shares Outstanding as of August 7, 1998 17,941,773
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Explanatory Note
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This Form 10-Q/A is being filed to furnish Exhibit 4, which was
inadvertently omitted from the original filing.
PART II - OTHER INFORMATION
Item 6. Exhibits
(4) Amendment dated as of August 12, 1998 to Rights Agreement
(27) Financial Data Schedule*
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*Previously filed.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
DURAMED PHARMACEUTICALS, INC.
Dated: August 31, 1998 by: /s/ TIMOTHY J. HOLT
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Timothy J. Holt
Senior Vice President - Finance,
Treasurer, Chief Financial Officer
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Exhibit 4
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of August 12, 1998, by and between DURAMED
PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and THE PROVIDENT
BANK (the "Rights Agent") to the Rights Agreement between the Company and the
Rights Agent dated as of August 16, 1988 (the "Rights Agreement").
WHEREAS, pursuant to Section 26 of the Rights Agreement, the
Company and the Rights Agent may from time to time prior to the Distribution
Date (as defined therein) supplement or amend the Rights Agreement in accordance
with the provisions of Section 26 thereof;
WHEREAS, the Company desires to extend the expiration date of
the Rights Agreement and the Rights Agent has agreed to continue to serve in
such capacity;
WHEREAS, the Board of Directors of the Company has approved
of this Amendment to the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:
1. Section 1(o) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"Final Expiration Date" shall mean the close of
business on August 31, 2008.
2. The foregoing amendment shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
3. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
DURAMED PHARMACEUTICALS, INC.
By: /s/ E. Thomas Arington
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E. Thomas Arington
President and Chief Executive Officer
THE PROVIDENT BANK
By: /s/ Jacqueline M. Dever
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Name: Jacqueline M. Dever
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Title: Vice President & Trust Officer
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