-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cptcnr1HoTTjfPLxmuiY5wgYheL8Oo4t2WlxJOVLRSNpTo5u/1pUh3ZBpyxe7xqn gfBox5QXqxwTNSktop1qnQ== 0001144204-09-064723.txt : 20091215 0001144204-09-064723.hdr.sgml : 20091215 20091215173042 ACCESSION NUMBER: 0001144204-09-064723 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091215 DATE AS OF CHANGE: 20091215 GROUP MEMBERS: ARNOLD L. HERMELIN GROUP MEMBERS: DAVID S. HERMELIN GROUP MEMBERS: GREG D. KENLEY GROUP MEMBERS: JOSHUA L. HERMELIN GROUP MEMBERS: LAWRENCE BRODY GROUP MEMBERS: LISA M. KENLEY GROUP MEMBERS: THOMAS R. CORBETT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KV PHARMACEUTICAL CO /DE/ CENTRAL INDEX KEY: 0000057055 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 430618919 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12338 FILM NUMBER: 091242654 BUSINESS ADDRESS: STREET 1: 2503 S HANLEY RD CITY: ST LOUIS STATE: MO ZIP: 63144 BUSINESS PHONE: 3146456600 MAIL ADDRESS: STREET 1: 2503 S HANLEY RD CITY: ST LOUIS STATE: MO ZIP: 63144 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HERMELIN MARC S CENTRAL INDEX KEY: 0001039209 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2503 SOUTH HANLEY RD CITY: ST LOUIS STATE: MO ZIP: 63144 SC 13D/A 1 v169091_sc13d-a.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
Amendment No. 2 to
SCHEDULE 13D

 
UNDER THE SECURITIES EXCHANGE ACT OF 1934

K-V Pharmaceutical Company
(Name of Issuer)

Class A Common Stock, $.01 Par Value
(Title of Class of Securities)

482 740 20 6
(CUSIP Number)

Phillip R. Stanton
10 South Broadway, Suite 2000
St. Louis, Missouri 63102
 (314) 241-9090
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


December 10, 2009
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
 
 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 2 of 15 Pages
 
 
(1)
 
Name of Reporting Person
Marc S. Hermelin
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
(3)
 
SEC Use Only
 
(4)
 
Source of Funds (See Instructions)
OO
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).  o
(6)
 
Citizenship or Place of Organization
U.S.
Number of
 Shares Beneficially
Owned
 by Each
 Reporting
 Person With
(7)
 
Sole Voting Power
294,627
(8)
 
Shared Voting Power
2,526,062
(9)
 
Sole Dispositive Power
294,627
(10)
 
Shared Dispositive Power
2,526,062
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
2,820,689
(12)
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
(See Instructions)
(13)
 
Percent of Class Represented by Amount in Row (11)
7.5%
(14)
 
Type of Reporting Person (See Instructions)
IN
 
 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 3 of 15 Pages
 

(1)
 
Name of Reporting Person
David S. Hermelin
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
(3)
 
SEC Use Only
 
(4)
 
Source of Funds (See Instructions)
OO
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).  o
(6)
 
Citizenship or Place of Organization
U.S.
Number of
 Shares Beneficially
Owned
 by Each
 Reporting
 Person With
(7)
 
Sole Voting Power
30,375
(8)
 
Shared Voting Power
1,447,535
(9)
 
Sole Dispositive Power
30,375
(10)
 
Shared Dispositive Power
1,447,535
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
1,477,910
(12)
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
(See Instructions)
(13)
 
Percent of Class Represented by Amount in Row (11)
3.9%
(14)
 
Type of Reporting Person (See Instructions)
IN
 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 4 of 15 Pages
 

(1)
 
Name of Reporting Person
Arnold L. Hermelin
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
(3)
 
SEC Use Only
 
(4)
 
Source of Funds (See Instructions)
OO
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).  o
(6)
 
Citizenship or Place of Organization
U.S.
Number of
 Shares Beneficially
Owned
 by Each
 Reporting
 Person With
(7)
 
Sole Voting Power
306,539
(8)
 
Shared Voting Power
1,000,312
(9)
 
Sole Dispositive Power
306,539
(10)
 
Shared Dispositive Power
1,000,312
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
1,306,851
(12)
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
(See Instructions)
(13)
 
Percent of Class Represented by Amount in Row (11)
3.5%
(14)
 
Type of Reporting Person (See Instructions)
IN



 
CUSIP No. 482 740 20 6
Schedule 13D
Page 5 of 15 Pages
 
 
(1)
 
Name of Reporting Person
Lawrence Brody, not individually but solely in his capacity as co-trustee of the 1973 Trusts (as defined herein)
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
(3)
 
SEC Use Only
 
(4)
 
Source of Funds (See Instructions)
OO
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).  o
(6)
 
Citizenship or Place of Organization
U.S.
Number of
 Shares Beneficially
Owned
 by Each
 Reporting
 Person With
(7)
 
Sole Voting Power
0
(8)
 
Shared Voting Power
2,447,847
(9)
 
Sole Dispositive Power
0
(10)
 
Shared Dispositive Power
2,447,847
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
2,447,847
(12)
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
(See Instructions)
(13)
 
Percent of Class Represented by Amount in Row (11)
6.5%
(14)
 
Type of Reporting Person (See Instructions)
IN

 
CUSIP No. 482 740 20 6
Schedule 13D
Page 6 of 15 Pages
 

(1)
 
Name of Reporting Person
Thomas R. Corbett, not individually, but solely in his capacity as trustee of the  1971 Trusts and the Yosef Trust (each, as defined herein)
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
(3)
 
SEC Use Only
 
(4)
 
Source of Funds (See Instructions)
OO
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).  o
(6)
 
Citizenship or Place of Organization
U.S.
Number of
 Shares Beneficially
Owned
 by Each
 Reporting
 Person With
(7)
 
Sole Voting Power
62,371
(8)
 
Shared Voting Power
0
(9)
 
Sole Dispositive Power
62,371
(10)
 
Shared Dispositive Power
0
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
62,371
(12)
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
(See Instructions)
(13)
 
Percent of Class Represented by Amount in Row (11)
.2%
(14)
 
Type of Reporting Person (See Instructions)
IN
 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 7 of 15 Pages
 

(1)
 
Name of Reporting Person
Greg D. Kenley
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions) 
(a) x
(b) o
(3)
 
SEC Use Only
 
(4)
 
Source of Funds (See Instructions)
OO
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).  o
(6)
 
Citizenship or Place of Organization
U.S.
Number of
 Shares Beneficially
Owned
 by Each
 Reporting
 Person With
(7)
 
Sole Voting Power
0
(8)
 
Shared Voting Power
116,677
(9)
 
Sole Dispositive Power
0
(10)
 
Shared Dispositive Power
116,677
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
116,677
(12)
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
(See Instructions)
(13)
 
Percent of Class Represented by Amount in Row (11)
.3%
(14)
 
Type of Reporting Person (See Instructions)
IN
 

 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 8 of 15 Pages
 

(1)
 
Name of Reporting Person
Lisa M. Kenley
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions) 
(a) x
(b) o
(3)
 
SEC Use Only
 
(4)
 
Source of Funds (See Instructions)
OO
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).  o
(6)
 
Citizenship or Place of Organization
U.S.
Number of
 Shares Beneficially
Owned
 by Each
 Reporting
 Person With
(7)
 
Sole Voting Power
0
(8)
 
Shared Voting Power
116,677
(9)
 
Sole Dispositive Power
0
(10)
 
Shared Dispositive Power
116,677
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
116,677
(12)
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
(See Instructions)
(13)
 
Percent of Class Represented by Amount in Row (11)
.3%
(14)
 
Type of Reporting Person (See Instructions)
IN
 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 9 of 15 Pages
 

(1)
 
Name of Reporting Person
Joshua L. Hermelin
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions) 
(a) x
(b) o
(3)
 
SEC Use Only
 
(4)
 
Source of Funds (See Instructions)
OO
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).  o
(6)
 
Citizenship or Place of Organization
U.S.
Number of
 Shares Beneficially
Owned
 by Each
 Reporting
 Person With
(7)
 
Sole Voting Power
100
(8)
 
Shared Voting Power
116,147
(9)
 
Sole Dispositive Power
100
(10)
 
Shared Dispositive Power
116,147
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
116,247
(12)
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
(See Instructions)
(13)
 
Percent of Class Represented by Amount in Row (11)
.3%
(14)
 
Type of Reporting Person (See Instructions)
IN
 
 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 10 of 15 Pages
 
 
Note:  This Amendment No. 2 to Schedule 13D (this “Amendment”) amends a Schedule 13D filed on August 5, 2009 by Marc S. Hermelin, Arnold L. Hermelin, David S. Hermelin,  Lawrence Brody, Greg D. Kenley, Lisa M. Kenley, Joshua L. Hermelin, and Thomas R. Corbett  (the “Reporting Persons”), as amended (the “Original Filing”), with respect to shares of Class A common stock, $.01 par value per share (the “Class A Shares”) of K-V Pharmaceutical Company, a Delaware corporation (the “Company”).  This Amendment is being filed to disclose the Reporting Persons’ delivery to the Company of a request for a record date with respect to an Action by Written Consent of Stockholders, which request was delivered to the Company on December 10, 2009 by the Reporting Persons.  Capitalized terms used in this Amendment and not defined herein shall have the definitions given them in the Original Filing.  This Amendment amends the Original Filing only as expressly set forth herein.


1.  Item 5 of the Original Filing is hereby amended and supplemented with the following:

As of the date on which this schedule was filed, the Reporting Persons beneficially own an aggregate of 3,336,751 Class A Shares, which represents 8.8% of the Company’s issued and outstanding Class A Shares as of September 11, 2009, the last date for which the Company has disclosed the number of outstanding Class A Shares in any filings with the Securities Exchange Commission.  Together with shares of the Class B Common Stock,  $.01 par value, of the Company (the “Class B Shares”) which are held by the Reporting Persons and disclosed in a separate Schedule 13D filed simultaneously with this schedule, the Reporting Persons beneficially own a majority of the voting power represented by all of the issued and outstanding Class A Shares and Class B Shares voting together as a single class.

Each Reporting Person’s interest in Class A Shares is as set forth below:

Reporting Person
 
Sole Voting and
Dispositive Power
Shared Voting and
Dispositive Power
 
 
Number of
Class A Shares
% of Outstanding
Class A Shares(1)
Number of
Class A Shares
% of Outstanding
Class A Shares(1)
Marc S. Hermelin
294,627
(2)
.8%
2,526,062
(3)
6.7%
Lawrence Brody
-
-
2,447,847
(4)
6.5%
 
David S. Hermelin
30,375
(5)
.1%
1,447,535
(6)
3.8%
Arnold L. Hermelin
306,539
 
.8%
1,000,312
(7)
2.7%
Thomas R. Corbett
62,371
(8)
.2%
-
-
Greg D. Kenley
 
-
-
116,677
(9)
.3%
Lisa M. Kenley
 
-
-
116,677
(9)
.3%
Joshua L. Hermelin
 
100
-
116,147
(10)
.3%
 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 11 of 15 Pages
 
 
(1)  The percentages of outstanding Class A Shares disclosed in this Item 5 with respect to Reporting Persons other than David S. Hermelin or Marc S. Hermelin are based on a total of 37,716,249 Class A Shares issued and outstanding as of September 11, 2009, the last date for which the Company has disclosed the number of outstanding Class A Shares in any filings with the Securities Exchange Commission.  The percentages of outstanding Class A Shares disclosed in this Item 5 with respect to Marc S. Hermelin and David S. Hermelin are based on a total of 37,731,249 Class A Shares issued and outstanding as of September 11, 2009, which includes 15,000 Class A Shares which each of them has the right to acquire within the next 60 days pursuant to an option granted by the Company.

(2)  The number of Class A Shares over which Marc S. Hermelin has sole voting and dispositive power includes:

 
(i)
67,500 Class A Shares over which Marc S. Hermelin may be deemed to have sole voting and dispositive power solely by virtue of his control over the general partner of a limited partnership holding such shares,
 
(ii)
20,000 Class A Shares over which Marc S. Hermelin may be deemed to have sole voting and dispositive power solely by virtue of his status as the general partner of a limited partnership holding such shares,
 
(iii)
94,280 Class A Shares over which Marc S. Hermelin may be deemed to have sole voting and dispositive power, not individually, but solely by virtue of his status as trustee of a charitable trust holding such shares, and
 
(iv)
15,000 Class A Shares not held by Marc S. Hermelin, but which he has the right to acquire within the next 60 days pursuant to an option granted by the Company.
 
 
 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 12 of 15 Pages
 
 
Marc S. Hermelin disclaims beneficial ownership of the Class A Shares described in clauses (i) through (v) of this footnote (2) except to the extent of his pecuniary interest therein.

(3)  Consists of (i) 2,447,847 Class A Shares over which Marc S. Hermelin has shared voting and dispositive power, not individually, but solely in his capacity as co-trustee of each of the 1973 Trusts and (ii) 78,215 Class A Shares beneficially owned by Marc S. Hermelin’s spouse, Sarah Weltscheff, over which Marc S. Hermelin may be deemed to have shared voting power.  Sarah Weltscheff was employed by the Company as Senior Vice President, Human Resource Management and Corporate Communications until 2008.  Her business address is P.O. Box 440148, St. Louis, Missouri 63144.  She is a citizen of the United States and during the last five years has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws.  Marc S. Hermelin disclaims beneficial ownership of the Class A Shares described in this footnote (3) except to the extent of his pecuniary interest therein.

(4)  Consists of Class A Shares over which Lawrence Brody has shared voting and dispositive power, not individually, but solely in his capacity as co-trustee of each of the 1973 Trusts.  Lawrence Brody has no pecuniary interest in any of the Class A Shares reported in this footnote (4) or any other Class A shares reported in this filing and disclaims beneficial ownership of all of the shares reported hereunder.

(5)  Consists of (i) 15,375 Class A Shares held by David S. Hermelin and (ii) 15,000 Class A Shares not held by David S. Hermelin, but which he has the right to acquire within the next 60 days pursuant to an option granted by the Company.

(6)  Consists of 956,036 Class A Shares held by the Marc Trust and 491,499 Class A Shares held by the Minnette Trust over which David S. Hermelin has shared voting and dispositive power.

(7)  Consists of Class A Shares over which Arnold L. Hermelin has shared voting and dispositive power as a co-trustee of the Arnold Trust.  Arnold L. Hermelin disclaims beneficial ownership of the Class A Shares described in this footnote (7) except to the extent of his pecuniary interest therein.

(8)  Consists of (i) 33,500 Class A Shares over which Thomas Corbett has sole voting and dispositive power, not individually but solely in his capacity as trustee of the Yosef Trust and (ii) 28,871 Class A Shares over which Thomas Corbett has sole voting and dispositive power, not individually but solely in his capacity as trustee of the 1971 Trusts.  Thomas Corbett has no pecuniary interest in any of the Class A Shares reported in this footnote (8) or any other Class A shares reported in this filing and disclaims beneficial ownership of all of the shares reported hereunder.
 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 13 of 15 Pages
 

(9)  Consists of (i) 116,147 Class A Shares over which Greg D. Kenley, Lisa M. Kenley and Joshua L. Hermelin have shared voting and dispositive power, not individually but solely in their respective capacities as co-trustees of the Jacob Trust and (ii) 530 Class A Shares held in joint tenancy by Greg and Lisa M. Kenley.  Greg D. Kenley and Lisa M. Kenley have no pecuniary interest in any of the Class A Shares described in clause (i) of this footnote (9) and disclaim beneficial ownership of such shares.

(10)  Consists of 116,147 Class A Shares over which Greg D. Kenley, Lisa M. Kenley and Joshua L. Hermelin have shared voting and dispositive power, not individually but solely in their respective capacities as co-trustees of the Jacob Trust.  Joshua L. Hermelin has no pecuniary interest in any of the Class A Shares described in this footnote (10) and disclaims beneficial ownership of such shares.

Except to the extent a Reporting Person may have a pecuniary interest therein, each of the Reporting Persons disclaims beneficial ownership of any Class A Shares reported as beneficially owned by any other Reporting Person on this Schedule 13D.

No Reporting Person has engaged in any transactions with respect to Class A Shares during the past sixty days.

2.  Item 6 of the Original Filing is hereby amended and supplemented with the following:

A.            Written Consent.    On December 10, 2009, the Reporting Persons delivered to the Company a request that the board of directors of the Company fix a record date with respect to an Action by Written Consent of Stockholders (the “Written Consent”) which the Reporting Persons intend to execute and deliver to the Company pursuant to Section 228 of the Delaware General Corporation Law.

The Written Consent will, if so executed and delivered, (i) remove Ronald Kanterman, or any successor to Ronald Kanterman, if applicable, as a director of the Company, due to Mr. Kanterman’s employment with the Company having ended, and (ii) elect John Sampson as a director of the Company, to fill the vacancy created by the removal of Ronald Kanterman, or any successor to Ronald Kanterman, if applicable, to hold such office until the next annual meeting of the stockholders of the Company and until John Sampson’s successor has been duly elected and qualified.

John Sampson has more than 30 years of direct applicable experience in the pharmaceutical industry, including extensive pharmaceutical expertise in branded drug development, branded drug marketing, drug delivery systems, corporate and business development, manufacturing and extensive clinical and regulatory experience.  Mr. Sampson ran 3M’s pharmaceuticals division prior to divesting the division into three different companies.  Mr. Sampson is expected to add much needed expertise to the board of directors of the Company in most functional areas of the Company’s business and contribute significantly to the Company’s return to profitability and growth.  Mr. Sampson is recognized as a creative problem solver with extensive international industry relationships.
 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 14 of 15 Pages
 

Mr. Terry Hatfield, the Company’s board of directors Chairman and Chair of the Nominating and Governance Committee, has been complimentary of Mr. Sampson and has communicated that he and many of the directors of the Company who met Mr. Sampson believe that Mr. Sampson would make a very effective director for the Company.

The foregoing description of the Written Consent is qualified in its entirety by the copy of the full Written Consent which filed as Exhibit 2 to this schedule and incorporated herein by this reference.

The Reporting Persons may be deemed to be a “group” as such term is defined in Section 13d of the Exchange Act; provided, however, that except for their intent to cooperate in filing the Second Written Consent, presently none of the Reporting Persons have any contracts, arrangements, understandings or relationships with respect to any future actions, including any further written consents or votes at meetings of stockholders.

B.           Certain Options.  (i) Marc S. Hermelin holds an option to purchase 15,000 shares of Class A Common Stock, par value $.01 per share, of the Company, which is presently exercisable with respect to 11,250 shares of Class A Common Stock and (ii) David S. Hermelin holds an option to purchase 15,000 Class A Shares, which is presently exercisable with respect to 11,250 Class A Shares.  Such options were granted to Marc S. Hermelin and David S. Hermelin under the Company’s 2001 Incentive Stock Option Plans.  Each of such options vests twenty-five percent per calendar quarter.

 
3.  Item 7 of the Original Filing is hereby amended and supplemented with the following: 

1 
Joint Filing Agreement, dated December 15, 2009
2
Form of proposed Written Consent
 
 
 
CUSIP No. 482 740 20 6
Schedule 13D
Page 15 of 15 Pages
 
 
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.

 
Dated: December 15, 2009

 
/s/ Marc S. Hermelin
 
Marc S. Hermelin
   
 
/s/ Arnold L. Hermelin
 
Arnold L. Hermelin
   
 
/s/ David S. Hermelin
 
David S. Hermelin
   
 
/s/ Lawrence Brody
 
Lawrence Brody, not individually but solely in his capacity as co-trustee of the 1973 Trusts (as defined in this Schedule 13D)
   
 
/s/ Greg D. Kenley
 
Greg D. Kenley
   
 
/s/ Lisa M. Kenley
 
Lisa M. Kenley
   
 
/s/ Joshua L. Hermelin
 
Joshua L. Hermelin
   
 
/s/ Thomas R. Corbett
 
Thomas R. Corbett, not individually but solely in his capacity as trustee of the 1971 Trusts and the Yosef Trust (each, as defined in this Schedule 13D)
 

 
 EX-1 2 v169091_ex-1.htm
 
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of this Schedule 13D, and to the inclusion of this Joint Filing Agreement as an exhibit thereto.

Dated: December 15, 2009

 
/s/ Marc S. Hermelin
 
Marc S. Hermelin
   
 
/s/ Arnold L. Hermelin
 
Arnold L. Hermelin
   
 
/s/ David S. Hermelin
 
David S. Hermelin
   
 
/s/ Lawrence Brody
 
Lawrence Brody, not individually but solely in his capacity as co-trustee of the 1973 Trusts (as defined in this Schedule 13D)
   
 
/s/ Greg D. Kenley
 
Greg D. Kenley
   
 
/s/ Lisa M. Kenley
 
Lisa M. Kenley
   
 
/s/ Joshua L. Hermelin
 
Joshua L. Hermelin
   
 
/s/ Thomas R. Corbett
 
Thomas R. Corbett, not individually but solely in his capacity as trustee of the 1971 Trusts and the Yosef Trust (each, as defined in this Schedule 13D)

 
 
 
 EX-2 3 v169091_ex-2.htm
EXHIBIT 2 – Form of Written Consent
 
ACTION BY WRITTEN CONSENT OF STOCKHOLDERS

Pursuant to § 228 of the Delaware General Corporation Law, the undersigned stockholders of K-V Pharmaceutical Company, a Delaware corporation (the "Corporation"), holding, as of [insert record date], 2009 ("Record Date"), outstanding stock in the Corporation having not less than the minimum number of votes that would be necessary to authorize or take the actions set forth in this Action by Written Consent of Stockholders at any annual or special meeting of the stockholders of the Corporation at which all shares entitled to vote thereon were present and voted, hereby consent to and adopt the following actions of the stockholders of the Corporation in lieu of a special meeting of the stockholders of the Corporation:

RESOLVED, that pursuant to Article 8 of the Corporation’s Certificate of Incorporation, Ronald Kanterman, or any successor to Ronald Kanterman, if applicable, be, and hereby is, removed as a director of the Corporation; and

RESOLVED, that pursuant to Article 8 of the Corporation’s Certificate of Incorporation, John Sampson be, and hereby is, elected as a director of the Corporation, to fill the vacancy created by the removal of Ronald Kanterman, or any successor to Ronald Kanterman, if applicable, as a director of the Corporation, to hold such office until the next annual meeting of the stockholders of the Corporation and until John Sampson’s successor has been duly elected and qualified.

The undersigned stockholders of the Corporation have executed this Action by Written Consent of Stockholders on the respective dates indicated below each respective stockholder's signature.  Wherever possible, each individual action in this Action by Written Consent of Stockholders shall be interpreted in such a manner as to be valid, operable, lawful, enforceable and effective under applicable law, but if any individual action in this Action by Written Consent of Stockholders is determined or deemed to be invalid, inoperative, unlawful, unenforceable or ineffective to any extent for any reason, such circumstances shall not have the effect of rendering the action in question invalid, inoperative, unlawful, unenforceable or ineffective in any other jurisdiction, case or circumstance, or of rendering any other action in this Action by Written Consent of Stockholders invalid, inoperative, unlawful, unenforceable or ineffective.  This Action by Written Consent of Stockholders may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which shall constitute one and the same written document.  Pursuant to § 228(d) of the Delaware General Corporation Law, any copy, facsimile or other reliable reproduction of this Action by Written Consent of Stockholders may be substituted or used in lieu of the original of this document, and a signature by any of the stockholders to this Action by Written Consent of Stockholders, transmitted by facsimile or other electronic transmission, shall be deemed to constitute an original and fully effective signature of such stockholder.


 
 
 
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