SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Barr Laboratories, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
068306109
(CUSIP Number)
Meyer F. Florence
150 Signet Drive
Weston, Ontario, Canada M9L 1T9
(416) 749-9300
(Name, Address and Telephone Number of Person Authorized to Received Notices
and Communications)
January 30, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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).
SCHEDULE 13D
CUSIP No. 068306109
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bernard C. Sherman
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 9,903,038
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,903,038
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,903,038
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
2
SCHEDULE 13D
CUSIP No. 068306109
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Bernard and Honey Sherman Trust
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 9,903,038
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,903,038
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,903,038
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
3
SCHEDULE 13D
CUSIP No. 068306109
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sherman Holdings Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 9,903,038
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,903,038
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,903,038
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
4
SCHEDULE 13D
CUSIP No. 068306109
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Shermco Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 9,903,038
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,903,038
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,903,038
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
5
SCHEDULE 13D
CUSIP No. 068306109
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sherfam Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 9,903,038
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,903,038
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,903,038
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
6
SCHEDULE 13D
CUSIP No. 068306109
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Apotex Holdings Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 9,903,038
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,903,038
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,903,038
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
7
SCHEDULE 13D
CUSIP No. 068306109
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SHERMFIN INC. 22-2416614
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF 7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 9,903,038
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,903,038
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,903,038
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
8
SCHEDULE 13D
CUSIP No. 068306109
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sherman Delaware, Inc. 13-3083682
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF 7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 9,903,038
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,903,038
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,903,038
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
9
The Reporting Persons (as defined below) hereby amend and supplement the
Schedule 13D originally filed with the Securities and Exchange Commission (the
"SEC") on March 26, 1999, as amended by Amendment No. 1 filed with the SEC on
July 1, 1999, as amended by Amendment No. 2 filed with the SEC on June 14, 2001,
and as further amended by Amendment No. 3 filed with the SEC on December 24,
2002 (the "Schedule") as follows:
This Schedule relates to the common stock, par value $.01 per share
("Common Stock"), of Barr Laboratories, Inc., a Delaware corporation (the
"Issuer").
"Item 2. Identity and Background.
Item 2 (a) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
(a) This statement is being filed jointly by the following
parties: (i) Bernard C. Sherman ("Dr. Sherman"), who has sole voting and
dispositive control, as the sole trustee, of the Bernard and Honey Sherman Trust
("Sherman Trust"), and who owns 99% of the outstanding capital stock of Sherman
Holdings Inc. ("Sherman Holdings"); (ii) Sherman Trust which owns 99% of the
common stock of Shermco Inc. ("Shermco"); (iii) Sherman Holdings which owns 99%
of the preferred stock of Shermco; (iv) Shermco which owns all of the
outstanding capital stock of Sherfam Inc. ("Sherfam"); (v) Sherfam which owns
all of the outstanding capital stock of Apotex Holdings Inc. ("Apotex"); (vi)
Apotex which owns all of the outstanding capital stock of SHERMFIN, INC.
("Shermfin"); (vii) Shermfin which owns all of the outstanding capital stock of
Sherman Delaware, Inc. ("SDI"); and (viii) SDI which directly owns Common Stock
of the Issuer (individually, a "Reporting Person" and, collectively, the
"Reporting Persons").*"
----------
*Neither the present filing nor anything contained herein shall be construed as
an admission that any Reporting Person constitutes a "person" for any purpose
other than Section 13(d) of the Act.
"Item 5. Interest in Securities of the Issuer.
Items 5(a) and (b) of the Schedule are hereby amended by deleting the
existing text and inserting the following text in its stead:
Reporting Person Amount Percent of Sole Power to Shared Power to
Beneficially Class Vote or Direct Vote or Direct
Owned (1) the Vote the Vote
1. Dr. Sherman 9,903,038(2) 22.5 0 9,903,038(2)
2. Sherman Trust 9,903,038(2) 22.5 0 9,903,038(2)
3. Sherman Holdings 9,903,038(2) 22.5 0 9,903,038(2)
4. Shermco 9,903,038(2) 22.5 0 9,903,038(2)
5. Shermfam 9,903,038(2) 22.5 0 9,903,038(2)
6. Apotex 9,903,038(2) 22.5 0 9,903,038(2)
7. Shermfin 9,903,038(2) 22.5 0 9,903,038(2)
8. SDI 9,903,038(2) 22.5 0 9,903,038(2)
(1) All share amounts have been adjusted from those disclosed in Amendment
No. 1 to reflect the 3-for-2 stock split effected in the form of a 50%
stock dividend distributed on June 29, 2000.
(2) By virtue of the relationships described in Item 2(a) above,
Dr. Sherman, Sherman Trust, Sherman Holdings, Shermco, Sherfam, Apotex
and Shermfin may be deemed to possess indirect beneficial ownership of
the shares of Common Stock beneficially owned by SDI.
10
The filing of this statement by Dr. Sherman, Sherman Trust, Sherman
Holdings, Shermco, Sherfam, Apotex and Shermfin shall not be construed as an
admission that any of Dr. Sherman, Sherman Trust, Sherman Holdings, Shermco,
Sherfam, Apotex or Shermfin, is, for the purposes of Section 13(d) or Section
13(g) of the Act, the beneficial owner of any securities covered by this
statement.
Because of the relationships described in Item 2(a) above, the
Reporting Persons may be deemed to constitute a "group" within the meaning of
Rule 13d-5 under the Act, and as such, each member of the group would be deemed
to beneficially own, in the aggregate, all the shares of Common Stock held by
members of the group. The Reporting Persons disclaim membership in a group."
Item 5(c) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
Other than as described below, there were no transactions in the
Company's Common Stock effected by the Reporting Persons during
the past sixty days. All of the transactions set forth below were
effected by the sale by SDI of such shares of Common Stock in
open market transactions pursuant to Rule 144 under the
Securities Act of 1933, as amended.
Type of Transaction Trade Date No. of Shares Price Per Share
------------------- ---------- ------------- ---------------
Open Market Sale 1/30/03 40,900 79.0000
Open Market Sale 1/30/03 500 79.0100
Open Market Sale 1/30/03 100 79.0300
Open Market Sale 1/30/03 200 79.0400
Open Market Sale 1/30/03 2,800 79.0500
Open Market Sale 1/30/03 1,200 79.0600
Open Market Sale 1/30/03 500 79.0700
Open Market Sale 1/30/03 700 79.0800
Open Market Sale 1/30/03 21,700 79.1000
Open Market Sale 1/30/03 700 79.1300
Open Market Sale 1/30/03 400 79.1400
Open Market Sale 1/30/03 5,300 79.1500
Open Market Sale 1/30/03 15,000 79.2100
Open Market Sale 1/30/03 10,000 79.2500
Open Market Sale 1/31/03 300 79.71
Open Market Sale 1/31/03 900 79.7
Open Market Sale 1/31/03 400 79.69
Open Market Sale 1/31/03 9,400 79.68
Open Market Sale 1/31/03 4,600 79.67
Open Market Sale 1/31/03 200 79.66
Open Market Sale 1/31/03 16,400 79.65
Open Market Sale 1/31/03 9,600 79.64
Open Market Sale 1/31/03 5,100 79.63
Open Market Sale 1/31/03 3,800 79.62
Open Market Sale 1/31/03 3,400 79.61
Open Market Sale 1/31/03 10,600 79.6
Open Market Sale 1/31/03 3,500 79.59
Open Market Sale 1/31/03 700 79.58
Open Market Sale 1/31/03 300 79.57
Open Market Sale 1/31/03 1,000 79.56
Open Market Sale 1/31/03 800 79.55
Open Market Sale 1/31/03 600 79.54
Open Market Sale 1/31/03 900 79.53
Open Market Sale 1/31/03 3,000 79.51
Open Market Sale 1/31/03 1,500 79.5
Open Market Sale 1/31/03 300 79.44
Open Market Sale 1/31/03 1,000 79.43
Open Market Sale 1/31/03 1,300 79.42
Open Market Sale 1/31/03 200 79.41
Open Market Sale 1/31/03 100 79.4
Open Market Sale 1/31/03 200 79.39
Open Market Sale 1/31/03 200 79.37
Open Market Sale 1/31/03 800 79.36
Open Market Sale 1/31/03 3,500 79.31
Open Market Sale 1/31/03 7,500 79.3
Open Market Sale 1/31/03 10,400 79.28
Open Market Sale 1/31/03 3,600 79.27
Open Market Sale 1/31/03 5,100 79.26
Open Market Sale 1/31/03 41,900 79.25
Open Market Sale 1/31/03 1,000 79.24
Open Market Sale 1/31/03 6,200 79.23
Open Market Sale 1/31/03 31,300 79.2
Open Market Sale 1/31/03 5,200 79.19
Open Market Sale 1/31/03 2,400 79.18
Open Market Sale 1/31/03 3,800 79.15
Open Market Sale 1/31/03 1,600 79.13
Open Market Sale 1/31/03 400 79.12
Open Market Sale 1/31/03 700 79.11
Open Market Sale 1/31/03 5,400 79.1
Open Market Sale 1/31/03 300 79.05
Open Market Sale 1/31/03 3,600 79.01
Open Market Sale 1/31/03 20,200 79
Open Market Sale 2/3/03 10,400 79
Open Market Sale 2/3/03 100 79.02
Open Market Sale 2/3/03 1,200 79.03
Open Market Sale 2/3/03 2,700 79.05
Open Market Sale 2/3/03 500 79.07
Open Market Sale 2/3/03 800 79.08
Open Market Sale 2/3/03 2,600 79.09
Open Market Sale 2/3/03 4,100 79.1
Open Market Sale 2/3/03 200 79.11
Open Market Sale 2/3/03 1,200 79.12
Open Market Sale 2/3/03 5,000 79.15
Open Market Sale 2/3/03 400 79.16
Open Market Sale 2/3/03 2,300 79.17
Open Market Sale 2/3/03 700 79.18
Open Market Sale 2/3/03 1,200 79.19
Open Market Sale 2/3/03 12,000 79.2
Open Market Sale 2/3/03 800 79.21
Open Market Sale 2/3/03 300 79.24
Open Market Sale 2/3/03 3,500 79.25
Open Market Sale 2/3/03 2,200 79.26
Open Market Sale 2/3/03 100 79.27
Open Market Sale 2/3/03 200 79.28
Open Market Sale 2/3/03 3,000 79.29
Open Market Sale 2/3/03 6,900 79.3
Open Market Sale 2/3/03 700 79.31
Open Market Sale 2/3/03 400 79.34
Open Market Sale 2/3/03 400 79.35
Open Market Sale 2/3/03 100 79.36
Open Market Sale 2/3/03 500 79.37
Open Market Sale 2/3/03 1,200 79.4
Open Market Sale 2/3/03 500 79.41
Open Market Sale 2/3/03 1,100 79.43
Open Market Sale 2/3/03 2,500 79.44
Open Market Sale 2/3/03 5,100 79.45
Open Market Sale 2/3/03 600 79.46
Open Market Sale 2/3/03 1,600 79.47
Open Market Sale 2/3/03 1,400 79.48
Open Market Sale 2/3/03 24,200 79.5
Open Market Sale 2/3/03 600 79.51
Open Market Sale 2/3/03 700 79.52
Open Market Sale 2/3/03 200 79.54
Open Market Sale 2/3/03 15,900 79.55
Open Market Sale 2/3/03 3,500 79.57
Open Market Sale 2/3/03 11,000 79.6
Open Market Sale 2/3/03 300 79.61
Open Market Sale 2/3/03 200 79.63
Open Market Sale 2/3/03 1,500 79.65
Open Market Sale 2/3/03 600 79.69
Open Market Sale 2/3/03 6,600 79.7
11
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: February 19, 2003
/s/ Bernard C. Sherman
-------------------------------
BERNARD C. SHERMAN
BERNARD AND HONEY SHERMAN TRUST
By: /s/ Bernard C. Sherman
-------------------------------
Bernard C. Sherman
Sole Trustee
SHERMAN HOLDINGS INC.
By: /s/ Bernard C. Sherman
-------------------------------
Bernard C. Sherman
President
SHERMCO INC.
By: /s/ Bernard C. Sherman
-------------------------------
Bernard C. Sherman
Chairman
SHERFAM INC.
By: /s/ Bernard C. Sherman
-------------------------------
Bernard C. Sherman
Chairman
APOTEX HOLDINGS INC.
By: /s/ Bernard C. Sherman
-------------------------------
Bernard C. Sherman
President
SHERMFIN, INC.
By: /s/ Bernard C. Sherman
-------------------------------
Bernard C. Sherman
President
SHERMAN DELAWARE, INC.
By: /s/ Bernard C. Sherman
-------------------------------
Bernard C. Sherman
President
12