UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Global Pharmaceutical Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
378922108
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(CUSIP Number)
December 29, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is being filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
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CUSIP No. 378922108 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
Frederick R. Adler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 153,995 shares - See Item 4(a)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 153,995 shares - See Item 4(a)
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
732,431 (*) - See Item 4(a)
(*) 578,436 of these shares may be deemed to be beneficially owned for federal
securities laws purposes by Frederick R. Adler, as a result of such shares being
held by the Frederick R. Adler Intangible Asset Management Trust.
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CUSIP No. 378922108 13G Page 3 of 7 Pages
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.3% (**) - See Item 4(a)
(**) Excluding the shares held by the Frederick R. Adler Intangible Asset
Management Trust, the Reporting Person would beneficially own 3.4% of the
outstanding Common Stock.
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 378922108 13G Page 4 of 7 Pages
Item 1. (a) Name of Issuer:
Global Pharmaceutical Corporation
(b) Address of Issuer's Principal Executive Offices:
Castor and Kensington Avenues
Philadelphia, Pennsylvania 19124
Item 2. (a) Name of Person Filing:
Frederick R. Adler
(b) Address of Principal Business Office:
c/o Venad Management, Inc.
1520 South Ocean Boulevard
Palm Beach, Florida 33480
(c) Citizenship:
Mr. Adler is a citizen of the United States
(d) Title of Class of Securities: Common Stock, par value $.01
(e) CUSIP Number:
378922108
Item 3. Not Applicable
Item 4. Ownership.
(a) Amount beneficially owned:
The 732,431 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, 328,436
shares of Common Stock held by the Frederick R. Adler
Intangible Asset Management Trust (the "Trust"), of
which the Reporting Person is the beneficiary, and
250,000 shares of Common Stock held by the Trust
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
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CUSIP No. 378922108 13G Page 5 of 7 Pages
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. For purposes of this
filing, a conversion price of $2.00 per share was
used, reflecting an average closing price of below
$2.00 for the Common Stock for the five trading days
prior to December 29, 1998. Mr. Adler may be deemed
to beneficially own the shares of Common Stock held
by the Trust for federal securities laws purposes.
Mr. Adler disclaims beneficial ownership of the
shares of Common Stock held by the Trust for purposes
of Section 13 of the Securities Exchange Act of 1934
and for all other purposes.
(b) Percent of class:
See Item 11 of the cover page attached hereto and
Item 4(a) above.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of the cover page attached hereto
and Item 4(a) above.
(ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page attached
hereto.
(iii) Sole power to dispose or to direct the
disposition of: See Item 7 of the cover page
attached hereto and Item 4(a) above.
(iv) Shared power to dispose or to direct the
disposition of: See Item 8 of the cover page
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
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CUSIP No. 378922108 13G Page 6 of 7 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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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.
Date: January 8, 1999
By: /s/ Frederick R. Adler
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Frederick R. Adler
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