SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Andrx Corporation
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
03455110
(CUSIP Number)
Robert C. Funsten
Senior Vice President, General Counsel and Secretary
Watson Pharmaceuticals, Inc.
311 Bonnie Circle, Corona
California 92880
(909) 270-1400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 26, 1999
(Date of Event which Requires Filing of this Statement)
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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(e), (f) or (g), check the following box |_|.
Check the following box if a fee is being paid with this statement |_|.
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Watson Pharmaceuticals, Inc. ("Watson")
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I.R.S. Identification No. 95-3872914
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
[_] (a)
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[_] (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) WC
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization a Nevada corporation
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Number of (7) Sole Voting Power 4,977,738
Shares -------------------------
Beneficially (8) Shared Voting Power -0-
Owned by -------------------------
Each (9) Sole Dispositive Power 4,977,738
Reporting -------------------------
Person With (10) Shared Dispositive Power -0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,977,738
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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(13) Percent of Class Represented by Amount in Row (11) Approximately 15.8%
(14) Type of Reporting Person (See Instructions) CO
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ITEM 1. SECURITY AND ISSUER.
Item 1 is amended and restated in its entirety as follows:
This Amendment No. 2 to the Schedule 13D, dated October 2, 1997 of Andrx
Corporation (the "Company") (as amended, the "Schedule 13D") is filed to reflect
information required pursuant to Rule 13d-2 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
relating to the common shares, par value $0.001 per share ("Common Stock"), of
the Company with its principal executive offices located at 4001 S.W. 47th
Street, Fort Lauderdale, FL 33314.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER - WATSON PHARMACEUTICALS,
INC.
Item 5 is hereby amended as follows in order to correct certain
typographical errors that were made in Amendment No.1 to the Schedule D which
was filed on November 26, 1999:
(a) Watson beneficially owns 4,977,738 shares (15.8%) of the Company's
outstanding Common Stock.
(b) Watson has sole power to vote and dispose of the 4,977,738 shares.
(c) Watson sold 580,000 registered shares of the Company's Common Stock on
November 23, 1999 for $51 per share in an open market transaction. On
November 24, 1999, Watson sold a further 500,000 registered shares of
the Company's Common Stock for $50 per share in an open market
transaction.
Watson was the beneficial owner of 6,057,738 shares of Common Stock, of which
674,158 were acquired through the exercise of warrants on July 7, 1999. These
warrants were granted by the Company to Circa Pharmaceuticals, Inc. ("Circa") in
November 1994, prior to Watson's acquisition of Circa in July 1995. On May 17,
1999, the Company declared a two-for-one stock split which was effected in the
form of a 100% stock dividend. As a result of the sales described herein, Watson
is now the beneficial owner of 4,977,738 shares of Common Stock.
(d) Not applicable.
(e) Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 1, 1999
By: /s/ Robert C. Funsten
Robert C. Funsten, Senior Vice
President, General Counsel and
Secretary, Watson Pharmaceuticals,
Inc.
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