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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Duramed Pharmaceuticals, Inc.
_________________________________________________________________
(Name of Issuer)
Common Stock, $.01 Par Value
_________________________________________________________________
(Title of Class of Securities)
266354 10 9
_________________________________________________________________
(CUSIP Number)
E. Thomas Arington, 7155 East Kemper Road,
Cincinnati, Ohio 45249
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 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
Sections 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 Section 240.13d-7(b) 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 in 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).
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CUSIP NO. 266354 10 9
_________________________________________________________________
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
E. Thomas Arington
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
PF
_________________________________________________________________
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
_________________________________________________________________
_______________________________________________________________
| | |
| NUMBER OF SHARES | 7) Sole Voting Power 857,453.6408|
| BENEFICIALLY OWNED |__________________________________________|
| BY EACH REPORTING | 8) Shared Voting Power 151,919 |
| PERSON WITH |__________________________________________|
| | 9) Sole Dispositive Power 857,453.6408|
| |__________________________________________|
| | 10) Shared Dispositive Power 151,919 |
|_______________________________________________________________|
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,009,372.6408
_________________________________________________________________
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
_________________________________________________________________
14) TYPE OF REPORTING PERSON (See Instructions)
IN
_________________________________________________________________
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Item 1. Security and Issuer
This statement relates to the common stock, $.01 par
value (the "Common Stock"), of Duramed Pharmaceuticals, Inc.
("Duramed"). The address of Duramed's principal executive
offices is 7155 East Kemper Road, Cincinnati, Ohio 45249.
Item 2. Identity and Background
This statement is filed by E. Thomas Arington, whose
business address is 7155 East Kemper Road, Cincinnati, Ohio
45249. Mr. Arington is the Chairman of the Board, President and
Chief Executive Officer of Duramed, a manufacturer of
prescription drug products. During the past five years, he has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor has he been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding he 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. Mr. Arington is a citizen of the United
States of America.
Item 3. Sources and Amount of Funds or Other Consideration
On March 24, 1999, Mr. Arington exercised options,
granted under Duramed's 1988 Stock Option Plan, as amended and
restated, to purchase 500,000 shares of Common Stock. The
options had an exercise price of $1.13 per share. Mr. Arington
paid cash for the shares of Common Stock.
Item 4. Purpose of Transaction
The purpose of Mr. Arington's option exercise was to
increase his equity ownership of Duramed.
See also the information provided under Items 5 and 6
below.
Although no definite arrangements have been made, Mr.
Arington presently intends to sell a sufficient number of shares
of Duramed Common Stock as needed to retire approximately
$800,000 of outstanding bank debt. Such sales, if carried out,
would occur prior to the end of 1999. Other than as described
above, Mr. Arington has no plans or proposals in his capacity as
a stockholder which relate to or would result in any of the
actions identified in Item 4 of this Schedule.
Item 5. Interest in Securities of the Issuer
As of May 31, 1999, Duramed had outstanding 17,924,873
shares of Common Stock. Mr. Arington is the beneficial owner of
1,009,372.6408 shares of Duramed's Common Stock representing
approximately 5.4% of that Common Stock, as
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computed in accordance
with Rule 13d-3(d)(1). Of these 1,009,372.6408 shares, 803,343
are shares to which Mr. Arington has the currently-exercisable
right to purchase pursuant to his outstanding stock options.
See Item 6 below.
Mr. Arington has sole power to vote or direct the vote,
and sole power to dispose or to direct the disposition of
857,453.6408 shares beneficially owned by him. He has shared
power to vote or direct the vote, and shared power to dispose or
direct the disposition of 151,919 shares beneficially owned by
him.
In addition to the option exercise described in Item 2
above, Mr. Arington gifted 30,100 shares on March 24, 1999 and
has made the following sales:
Date Shares Sold Price Per Share
____ ___________ _______________
March 29, 1999 10,000 $10.50
March 30, 1999 5,000 10.00
March 31, 1999 10,000 9.618
April 8, 1999 5,000 8.50
April 12, 1999 5,000 8.50
May 14, 1999 130,000 13.1466
May 21, 1999 1,300 17.00
May 21, 1999 14,700 16.6875
All of the sales were made in brokerage transactions in the over-
the-counter market. Mr. Arington has engaged in no other
transactions in the Common Stock of Duramed within the past 60
days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Mr. Arington has the currently-exercisable right to
purchase 254,685 shares of Common Stock pursuant to the terms of
his Amended and Restated Employment Agreement with Duramed. The
Amended and Restated Employment Agreement provides for adjustment
in the number of shares and the per share option price in certain
events so as to prevent dilution of the options. In addition,
Mr. Arington currently holds options to purchase 788,658 shares
of Common Stock which were granted under the terms of Duramed's
1988 and 1997 Stock Option Plans. Of these, options for 548,658
shares are currently exercisable or become exercisable within 60
days of May 31, 1999. The purpose of any exercise of these
options would be to increase Mr. Arington's ownership in Duramed.
There are no contracts, arrangements, understandings or
relationships existing between Mr. Arington and any party other
than as described above relating to his shares of Duramed Common
Stock.
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Item 7. Material to be Filed as Exhibits
(a) Power of Attorney (filed as an Exhibit to
Mr. Arington's original Schedule 13D and
incorporated herein by reference).
(b) Amended and Restated Employment Agreement dated as
of January 12, 1990 (filed as an Exhibit to
Amendment No. 3 to the Reporting Person's
Schedule 13D filed January 26, 1990 and
incorporated herein by reference).
(c) 1988 Stock Option Plan (filed as an Exhibit to
Duramed's Proxy Statement for the 1993 Annual
Meeting of Stockholders and incorporated herein by
reference).
(d) 1997 Stock Option Plan (filed as an Exhibit to
Duramed's Proxy Statement relating to the 1997
Annual Meeting of Stockholders and incorporated
herein by reference).
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
/s/ E. Thomas Arington*
________________________________
E. Thomas Arington
Date: As of the 24th day of June, 1999.
* Pursuant to Power of Attorney
/s/ Timothy E. Hoberg
_______________________________
Timothy E. Hoberg
Attorney-in-Fact
