SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
NAME OF ISSUER: PHARMACEUTICAL RESOURCES, INC.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 717125108
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS:
Kenneth I. Sawyer
c/o Pharmaceutical Resources, Inc.
One Ram Ridge Road
Spring Valley, New York 10977
(914) 425-7100
DATE OF EVENT WHICH REQUIRES FILING: June 3, 1996
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 the
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 ("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>
CUSIP NO.: 717125108
1. NAME OF REPORTING PERSON: Kenneth I. Sawyer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b)
3. (SEC USE ONLY)
4. SOURCE OF FUNDS: Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): _________
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.
7. SOLE VOTING POWER: 801,900
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 801,900
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 801,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: _________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.2%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
This Amendment No. 7 amends and supplements the
Schedule 13D dated May 18, 1990, as amended on May 29, 1990,
on July 10, 1990, on June 11, 1991, on April 1, 1992, on
August 7, 1992 and on July 18, 1995, of Mr. Kenneth I.
Sawyer, an individual, with respect to the Common Stock, par
value $.01 per share ("Common Stock"), of Pharmaceutical
Resources, Inc., a New Jersey corporation (the "Company").
The Company is the successor to Par Pharmaceutical, Inc.,
CUSIP No. 698882107 ("Par").
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to
which this Amendment No. 7 to Schedule 13D relates is Common
Stock. The principal executive offices of the Company are
located at One Ram Ridge Road, Spring Valley, New York
10977.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Amendment No. 7 to Schedule 13D is being
filed by Kenneth I. Sawyer (the "Reporting Person").
(b) The principal business address of the
Reporting Person is located at c/o Pharmaceutical Resources,
Inc., One Ram Ridge Road, Spring Valley, New York 10977.
(c) The Reporting Person is the President, Chief
Executive Office and Chairman of the Board of Directors of
the Company.
(d) and (e) During the last five years, the
Reporting Person has neither (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), nor (ii) 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 of such laws.
(f) U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) In an open market transaction, Kenneth I.
Sawyer, the Reporting Person, purchased on July 7, 1995,
1,000 shares of Common Stock at a price of $10.25 per share.
The total purchase price of $10,250 was paid by the
Reporting Person without the use of borrowed funds.
<PAGE>
(b) The Compensation and Stock Option Committee
of the Board of Directors of the Company (the "Compensation
Committee") granted to the Reporting Person stock options to
acquire up to 1,000,000 shares of Common Stock under the
Company's stock option plans in connection with the
employment of the Reporting Person by the Company. These
stock options were issued during the period from June 11,
1991 to April 8, 1993. Of these stock options, options to
purchase an aggregate of 380,000 shares of Common Stock (the
"Option Stock") expire on June 10, 1996 (the "Expiring
Options"). The Expiring Options had an exercise price of
$3.50 per share. The Reporting Person exercised all of the
Expiring Options during the period from May 29, 1996, to
June 4, 1996. The total purchase price of $1,330,000 for
the Option Stock was paid by the Reporting Person with the
use of a margin loan (the "Margin Loan") from Paine Webber
Inc., a broker-dealer, and certain of the Option Stock was
pledged to such broker-dealer to secure the margin loan in
respect of the Option Stock.
(c) The Compensation Committee also granted, on
May 24, 1996, to the Reporting Person an option to acquire
up to 75,000 shares of Common Stock under the Company's 1990
Stock Incentive Plan in connection with the employment of
the Reporting Person by the Company. Of such stock options,
one third were exercisable on the date of grant, and an
additional one third of such stock options will become
exercisable on each of May 24, 1997 and May 24, 1998. The
Compensation Committee also, on May 24, 1996, agreed to
grant the Reporting Person a stock option to acquire an
additional 75,000 shares of Common Stock on May 14, 1997, if
the Reporting Person is then employed by the Company.
ITEM 4. PURPOSE OF TRANSACTION
(a) The purpose of the transaction described in
Item 3(a) was to increase the Reporting Person's ownership
of shares of Common Stock.
The purpose of the purchase transaction described
in Item 3(b) was to exercise the Expiring Options prior to
their expiration on June 10, 1996. Subsequent to the
exercise of the Expiring Options, the Reporting Person sold
an aggregate of 230,000 shares of the Option Stock in open
market transactions and a block sale transaction. A portion
of the proceeds for such sales were used to repay a portion
of the Margin Loan.
<PAGE>
The stock options described in Item 3(c) were
granted in connection with the Reporting Person's employment
by the Company.
Except as described above, the Reporting Person
has no plans or proposals which relate to or that would
result in any of the actions specified in clauses (a)
through (j) of Item 4 of the General Instruction to Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) According to information provided by the
Company, 18,660,879 shares of Common Stock were outstanding
as of June 6, 1996. Based upon such information, the
Reporting Person may be deemed by Rule 13e-1 promulgated
under the Securities Exchange Act of 1934 to beneficially
own 801,900 shares of Common Stock, representing
approximately 4.2% of the shares of Common Stock outstanding
as of June 6, 1996.
(b) The Reporting Person has (i) sole voting
power on all matters and sole power to dispose of 801,900
shares of Common Stock beneficially owned by him (of which
645,000 shares are issuable upon the exercise of options
exercisable within 60 days) and (ii) shared voting and power
to dispose with respect to none of the shares beneficially
owned by him.
(c) Between May 29, 1996 and June 4, 1996, the
Reporting Person exercised the Expiring Options to purchase
an aggregate of 380,000 shares of the Option Stock. The
Reporting Person sold 130,000 shares of the Option Stock in
open market transactions during the period from May 29, 1996
to June 4, 1996, and the Reporting Person sold 100,000
shares of the Option Stock to Clal Pharmaceutical Industries
Ltd., in a block sale executed through Paine Webber Inc., on
June 3, 1996, at $7.125 per share.
(d) The Reporting Person has the right to receive
the power to direct the receipt of dividends from the
proceeds of all of the shares of Common Stock beneficially
owned by him.
(e) This Amendment No. 7 to Schedule 13D is being
filed to report the fact that, as of June 3, 1996, the
Reporting Person ceased to be the beneficial owner of more
than five percent of the securities described.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS AN EXHIBIT
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned
certifies that the information set forth in this Schedule
13D is true, complete and correct.
Dated: June 10, 1996
/s/ Kenneth I. Sawyer
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KENNETH I. SAWYER
