SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* Barr Pharmaceuticals, 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) November 10, 2004 (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 Rule 13d-7 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 (SEE INSTRUCTIONS) 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 16,875 BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 9,998,400 EACH 9) SOLE DISPOSITIVE POWER REPORTING 16,875 PERSON WITH 10) SHARED DISPOSITIVE POWER 9,998,400 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,015,275 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 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 9,998,400 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 9,998,400 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,998,400 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 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 9,998,400 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 9,998,400 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,998,400 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 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 9,998,400 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 9,998,400 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,998,400 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 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 9,998,400 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 9,998,400 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,998,400 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 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 9,998,400 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 9,998,400 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,998,400 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 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 9,998,400 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 9,998,400 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,998,400 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 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 9,998,400 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 9,998,400 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,998,400 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 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, as amended by Amendment No. 9 filed with the SEC on October 23, 2003, as amended by Amendment No. 10 filed with the SEC on December 23, 2003, as amended by Amendment No. 11 filed with the SEC on January 6, 2004, as amended by Amendment No. 12 filed with the SEC on March 1, 2004, as amended by Amendment No. 13 filed with the SEC on April 15, 2004, as amended by Amendment No. 14 filed with the SEC on June 8, 2004 and as further amended by Amendment No. 15 filed with the SEC on June 25, 2004 (the "Schedule") as follows: This Schedule relates to the common stock, par value $.01 per share ("Common Stock"), of Barr Pharmaceuticals, 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(1) Direct the Vote(1) the Disposition of(1) the Dispostion of(1) 1. Dr. Sherman 10,015,275(2) 9.8 16,875 9,998,400(2) 16,875 9,998,400(2) 2. Sherman Trust 9,998,400(2) 9.8 0 9,998,400(2) 0 9,998,400(2) 3. Sherman Holdings 9,998,400(2) 9.8 0 9,998,400(2) 0 9,998,400(2) 4. Shermco 9,998,400(2) 9.8 0 9,998,400(2) 0 9,998,400(2) 5. Shermfam 9,998,400(2) 9.8 0 9,998,400(2) 0 9,998,400(2) 6. Apotex 9,998,400(2) 9.8 0 9,998,400(2) 0 9,998,400(2) 7. Shermfin 9,998,400(2) 9.8 0 9,998,400(2) 0 9,998,400(2) 8. SDI 9,998,400(2) 9.8 0 9,998,400(2) 0 9,998,400(2) (1) All share amounts have been adjusted from those disclosed in Amendment 12 to the Schedule to reflect the 3-for-2 stock split effected in the form of a 50% stock dividend distributed on March 16, 2004. (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, 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 ---------- ------------- --------------- 11/10/2004 400 $37.45 11/10/2004 300 $37.46 11/10/2004 1,000 $37.47 11/10/2004 200 $37.48 11/10/2004 13,100 $37.50 11/10/2004 4,300 $37.51 11/10/2004 6,600 $37.52 11/10/2004 700 $37.53 11/10/2004 2,300 $37.54 11/10/2004 53,300 $37.55 11/10/2004 23,100 $37.56 11/10/2004 37,700 $37.57 11/10/2004 4,300 $37.58 11/10/2004 5,800 $37.59 11/10/2004 92,100 $37.60 11/10/2004 100 $37.61 11/10/2004 1,400 $37.62 11/10/2004 1,000 $37.63 11/10/2004 1,000 $37.64 11/10/2004 1,300 $37.65 11/10/2004 51,200 $37.70 11/10/2004 300 $37.74 11/10/2004 100 $37.77" 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: November 12, 2004 /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