UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Global Pharmaceutical Corporation
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
378922108
(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).
*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 the 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).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederick R. Adler
<PAGE>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF
SHARES 482,431 shares - See Item 4(a)
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH
7 SOLE DISPOSITIVE POWER
482,431 shares - See Item 4(a)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
482,431 shares - See Item 4(a)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.8% - See Item 4(a)
12 TYPE OF REPORTING PERSON
IN
Item 1(a) NAME OF ISSUER:
Global Pharmaceutical Corporation
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Castor and Kensington Avenues
Philadelphia, Pennsylvania 19124
Item 2(a) NAME OF PERSON FILING:
See Item 1 of the cover pages attached hereto
Item 2(b) Address of Principal Business Office, or If none, residence:
c/o Venad Management, Inc.
1520 South Ocean Boulevard
Palm Beach, Florida 33480
Item 2(c) CITIZENSHIP:
Mr. Adler is a citizen of the United States
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01
Item 2(e) CUSIP NUMBER:
378922108
Item 3 Not Applicable.
Item 4 OWNERSHIP:
(a) Amount beneficially owned:
The 664,249 shares of Common Stock beneficially owned by the
Reporting Person includes 17,500 shares of Common Stock
issuable upon exercise of a currently exercisable warrant,
136,495 shares held by 1520 Partners, Ltd., a limited
partnership of which the Reporting Person is the general
partner and 181,818 shares of Common Stock which are issuable
upon the conversion of 5,000 shares of Series A Convertible
Preferred Stock (the "Series A Preferred"). The Series A
Preferred is convertible at any time at the election of the
holder into such numbers of shares of Common Stock as is
determined by dividing the liquidation preference (initially
set at $100 per share of Series A Preferred) by the lower of
(a) $2.75 per share (subject to adjustment pursuant to the
terms of the stock purchase agreement under which the shares
were purchased) or (b) the average closing price of the Common
Stock for the five trading days immediately preceding the day
on which the holder elects to convert the shares of Series A
Preferred, subject in all cases to adjustment for stock
dividends, stock splits and other similar recapitalization
events; but in no event less than $2.00 per share.
(b) Percent of Class:
See Item 11 of the cover page attached hereto and Item 4(a)
above.
(c) See Items 5 through 8 of the cover pages attached hereto
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
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.
SIGNATURES
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.
February 12, 1998
/s/ Frederick R. Adler
