ANDRX CORP
SC 13G/A, 1997-03-13
PHARMACEUTICAL PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

   
                              AMENDED SCHEDULE 13G
    

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934




                                ANDRX CORPORATION
- -------------------------------------------------------------------------------
                                (Name of Issuer)


                          COMMON STOCK, $.001 PAR VALUE
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    034551101
- -------------------------------------------------------------------------------
                                 (CUSIP Number)





Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing 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).

                                Page 1 of 5 Pages
                              There are no exhibits
<PAGE>



                               CUSIP NO. 034551101

(1)     Names of Reporting Persons                ALAN P. COHEN
                                  -------------------------------------------
        S.S. or I.R.S. Identification Nos.of above persons  ___________________

(2)     Check the Appropriate Box if a Member of a Group
        (See Instructions (a)  [ ]  (b)  [ ]

(3)     SEC Use Only

(4)     Citizenship or Place of Organization               U.S.A.

   
        Number of            (5)    Sole Voting Power                  51,367
        Shares Bene-
        ficially             (6)    Shared Voting Power             1,808,847 1
        Owned by
        Each Report-         (7)    Sole Dispositive Power             51,367
        ing Person
        With                 (8)    Shared Dispositive Power        1,808,847 1


(9)     Aggregate Amount Beneficially Owned by Each Reporting
        Person             1,860,214 1
    

(10)    Check if the Aggregate Amount in Row (9) Excludes Certain Shares
        (See Instructions) [ ]

   
(11)    Percent of Class Represented by Amount in Row (9)            13.87% 2
    

(12)    Type of Reporting Person (See Instructions)                        IN
                                                   --------------------------

   
- ---------------
        1      Includes 28,000 shares of Common Stock held jointly with spouse,
               1,564,500 shares of Common Stock held in a family limited
               partnership, 153,847 shares of Common Stock held in a family
               limited partnership and 62,500 shares of Common Stock owned by a
               general partnership of which Reporting Person is a general
               partner.

        2      Calculated on the basis of 13,414,709 shares of Common Stock
               outstanding on December 31, 1996.
    

                                Page 2 of 5 Pages
                              There are no exhibits
<PAGE>

       

Item 1(b).     Address of Issuer's Principal Executive Office:

               4001 SW 47th Avenue, Suite 201
               Fort Lauderdale, Florida 33314

Item 2(a).     Name of Person Filing:

               Alan P. Cohen

Item 2(b).     Address of Principal Business Office:

               4001 SW 47th Avenue, Suite 201
               Fort Lauderdale, Florida 33314

Item 2(c).     Citizenship:

               U.S.A.

Item 2(d).     Title of Class of Securities:

               Common Stock, $.001 Par Value

Item 2(e).     CUSIP Number:

               034551101

Item 3.        If this statement is filed pursuant to Rules 13d-1(b), or
               13d-2(b), identify the status of the person filing.

               Not applicable

Item 4.        Ownership:

   
                  (a)    Amount beneficially Owned:       1,860,214 1   SHARES

                  (b)    Percent of Class:       13.87% 2
- --------
        1      Includes 28,000 shares of Common Stock held jointly with spouse,
               1,564,500 shares of Common Stock held in a family limited
               partnership, 153,847 shares of Common Stock held in a family
               limited partnership and 62,500 shares of Common Stock owned by a
               general partnership of which Reporting Person is a partner.
    

        2      Calculated on the basis of 13,414,709 shares of Common Stock 
               outstanding on December 31, 1996.


                                Page 3 of 5 Pages
                              There are no exhibits
<PAGE>



<TABLE>

        (c)    Number of shares as to which such person has:

<S>                                                                                 <C>   
               (I)    sole power to vote or to direct the vote                      51,367

   
               (ii)   shared power to vote or to direct the vote                 1,808,847 1
    

               (iii)  sole power to dispose or to direct the disposition of         51,367

   
               (iv)   shared power to dispose or to direct the disposition of    1,808,847 1
</TABLE>
    

Item 5.        Ownership of Five Percent or Less of a Class.

               If this statement is being filed to report the fact that as of
               the date hereof the reporting person has ceased to be the
               beneficial owner of more than five percent of the class of
               securities, check the following [ ]

Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

               Not applicable

Item 7.        Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported on by the Parent Holding 
               Company.

               Not applicable

Item 8.        Identification and Classification of Members of the Group.

               Not applicable

Item 9.        Notice of Dissolution of Group.

               Not applicable

Item 10.       Certification.

               Not applicable

   
- --------
        1      Includes 28,000 shares of Common Stock held jointly with spouse,
               1,564,500 shares of Common Stock held in a family limited
               partnership, 153,847 shares of Common Stock held in a family
               limited partnership and 62,500 shares of Common Stock owned by a
               general partnership of Reporting Person is a general partner.
    

                                Page 4 of 5 Pages
                              There are no exhibits
<PAGE>




                                    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.

   
March 6, 1997                             /S/ ALAN P. COHEN
                                          ---------------------------
                                          ALAN P. COHEN
    



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