SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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)
December 15, 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 11,250
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 9,884,426
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 11,250
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,884,426
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,895,676
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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 Sherman 2000 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 9,884,426
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,884,426
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,884,426
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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 9,884,426
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,884,426
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,884,426
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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 9,884,426
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,884,426
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,884,426
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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 9,884,426
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,884,426
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,884,426
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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 9,884,426
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,884,426
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,884,426
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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 9,884,426
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,884,426
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,884,426
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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 9,884,426
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10) SHARED DISPOSITIVE POWER
9,884,426
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,884,426
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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,
as amended by Amendment No. 3 filed with the SEC on December 24, 2002, as
amended by Amendment No. 4 filed with the SEC on February 19, 2003, as amended
by Amendment No. 5 filed with the SEC on March 7, 2003, as amended by Amendment
No. 6 filed with the SEC on May 19, 2003, as amended by Amendment No. 7 filed
with the SEC on August 21, 2003, as amended by Amendment No. 8 filed with the
SEC on September 19, 2003 and as further amended by Amendment No. 9 filed with
the SEC on October 23, 2003 (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 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:
Amount Sole Power to Shared Power to Sole Power to Shared Power to
Reporting Person Beneficially Percent of Vote or Vote or Dispose or Direct Dispose or Direct
Owned (1) Class Direct the Vote Direct the Vote the Disposition of the Dispostion of
1. Dr. Sherman 9,895,676(2) 14.7 11,250 9,884,426(2) 11,250 9,884,426(2)
2. Sherman Trust 9,884,426(2) 14.7 0 9,884,426(2) 0 9,884,426(2)
3. Sherman Holdings 9,884,426(2) 14.7 0 9,884,426(2) 0 9,884,426(2)
4. Shermco 9,884,426(2) 14.7 0 9,884,426(2) 0 9,884,426(2)
5. Shermfam 9,884,426(2) 14.7 0 9,884,426(2) 0 9,884,426(2)
6. Apotex 9,884,426(2) 14.7 0 9,884,426(2) 0 9,884,426(2)
7. Shermfin 9,884,426(2) 14.7 0 9,884,426(2) 0 9,884,426(2)
8. SDI 9,884,426(2) 14.7 0 9,884,426(2) 0 9,884,426(2)
(1) All share amounts have been adjusted from those disclosed in Amendments
1 through 5 to the Schedule to reflect the 3-for-2 stock split effected
in the form of a 50% stock dividend distributed on March 17, 2003.
(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.
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:
10
"Other than as described below and in Amendment No. 9 to the
Schedule, 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.
Trade Date No. of Shares Price Per Share
---------- ------------- ---------------
12/15/2003 6,600 $73.8
12/15/2003 4,400 $73.85
12/15/2003 2,000 $73.88
12/15/2003 3,200 $74
12/15/2003 3,400 $74.02
12/15/2003 600 $74.04
12/15/2003 7,100 $74.05
12/15/2003 900 $74.06
12/15/2003 3,800 $74.1
12/15/2003 800 $74.12
12/15/2003 3,300 $74.15
12/15/2003 700 $74.17
12/15/2003 1,600 $74.21
12/15/2003 2,600 $74.25
12/15/2003 800 $74.26
12/15/2003 1,300 $74.27
12/15/2003 700 $74.28
12/15/2003 300 $74.29
12/15/2003 100 $74.35
12/15/2003 700 $74.4
12/15/2003 1,000 $74.41
12/15/2003 600 $74.43
12/15/2003 1,300 $74.45
12/15/2003 100 $74.47
12/15/2003 1,300 $74.5
12/15/2003 1,100 $74.52
12/15/2003 700 $74.53
12/15/2003 600 $74.54
12/15/2003 100 $74.55
12/15/2003 500 $74.56
12/15/2003 300 $74.64
12/15/2003 2,400 $74.65
12/15/2003 700 $74.68
12/15/2003 2,600 $74.71
12/15/2003 400 $74.73
12/15/2003 200 $74.74
12/15/2003 100 $74.75
12/15/2003 800 $74.77
12/15/2003 1,400 $74.78
12/15/2003 500 $74.81
12/15/2003 1,400 $74.89
12/15/2003 1,400 $74.9
12/15/2003 1,200 $74.91
12/15/2003 1,900 $74.93
12/15/2003 500 $74.94
12/15/2003 10,600 $75
12/15/2003 4,500 $75.03
12/15/2003 300 $75.07
12/15/2003 400 $75.12
12/15/2003 900 $75.17
12/15/2003 600 $75.21
12/15/2003 11,000 $75.22
12/15/2003 1,500 $75.23
12/15/2003 600 $75.24
12/15/2003 2,500 $75.25
12/15/2003 200 $75.26
12/17/2003 300 $73.77
12/17/2003 100 $73.79
12/17/2003 2,200 $73.8
12/17/2003 1,100 $73.81
12/17/2003 700 $73.82
12/17/2003 600 $73.83
12/17/2003 400 $73.84
12/17/2003 1,400 $73.85
12/17/2003 200 $73.86
12/17/2003 3,100 $73.89
12/17/2003 26,400 $73.9
12/17/2003 400 $73.91
12/17/2003 100 $73.92
12/17/2003 1,600 $73.93
12/17/2003 500 $73.94
12/17/2003 7,100 $73.95
12/17/2003 600 $73.96
12/17/2003 500 $73.98
12/17/2003 200 $73.99
12/17/2003 8,400 $74
12/17/2003 300 $74.01
12/17/2003 9,800 $74.03
12/17/2003 1,500 $74.04
12/17/2003 1,000 $74.05
12/17/2003 1,000 $74.06
12/17/2003 800 $74.07
12/17/2003 2,700 $74.08
12/17/2003 1,200 $74.1
12/17/2003 500 $74.11
12/17/2003 200 $74.12
12/17/2003 500 $74.13
12/17/2003 600 $74.15
12/17/2003 1,000 $74.18
12/17/2003 10,800 $74.2
12/17/2003 100 $74.21
12/17/2003 600 $74.23
12/17/2003 1,300 $74.24
12/17/2003 2,200 $74.25
12/17/2003 2,500 $74.5
12/17/2003 5,500 $74.52
12/18/2003 25,000 $76.3
12/18/2003 300 $76.27
12/18/2003 200 $76.26
12/18/2003 23,400 $76.25
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: December 23, 2003
/s/ Bernard C. Sherman
----------------------
BERNARD C. SHERMAN
THE BERNARD SHERMAN 2000 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