SC 13D/A 1 file001.txt AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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) June 5, 2001 (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 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 11,382,038 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 11,382,038 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,382,038 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% 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 11,382,038 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 11,382,038 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,382,038 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% 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 11,382,038 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 11,382,038 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,382,038 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% 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 11,382,038 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 11,382,038 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,382,038 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% 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 11,382,038 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 11,382,038 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,382,038 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% 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 11,382,038 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 11,382,038 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,382,038 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% 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, Certificate of Continuance filed in Nova Scotia, Canada in June 2000 NUMBER OF 7) SOLE VOTING POWER SHARES 0 BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 11,382,038 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 11,382,038 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,382,038 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% 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, Certificate of Continuance filed in Nova Scotia, Canada in June 2000 NUMBER OF 7) SOLE VOTING POWER SHARES 0 BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 11,382,038 EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 11,382,038 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,382,038 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% 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 (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:
Sole Power to Amount Beneficially Percent Vote or Direct Shared Power to Vote Reporting Person Owned (1) of Class the Vote or Direct the Vote 1. Dr. Sherman 11,382,038(2) 32.2 0 11,382,038 2. Sherman Trust 11,382,038(2) 32.2 0 11,382,038 3. Sherman Holdings 11,382,038(2) 32.2 0 11,382,038 4. Shermco 11,382,038(2) 32.2 0 11,382,038 5. Shermfam 11,382,038(2) 32.2 0 11,382,038 6. Apotex 11,382,038(2) 32.2 0 11,382,038 7. Shermfin 11,382,038(2) 32.2 0 11,382,038 8. SDI 11,382,038(2) 32.2 0 11,382,038
(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 an underwritten public offering pursuant to that certain Underwriting Agreement, dated May 22, 2001, among the Issuer, SDI and Banc of America Securities LLC, as Representative (the "Underwriting Agreement"). See Item 6. Type of Transaction No. of Shares Trade Date Price Per Share ------------------- ------------- ---------- --------------- Sale 3,000,000 05/29/01 $59.01 Sale 450,000 06/05/01 $59.01" "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule is hereby amended by inserting the following text as the last four paragraphs thereof: By letter dated May 18, 2001 (the "Release Letter"), the Bank released the shares of Common Stock of the Issuer sold pursuant to the Underwriting Agreement from the Pledge Agreement. The foregoing description in this Schedule 13D of the Release Letter is qualified in its entirety by reference to the Release Letter, a copy of which is filed as Exhibit C hereto and is incorporated herein by reference. The shares of Common Stock sold by SDI on May 29, 2001 and June 5, 2001 were sold pursuant to the Underwriting Agreement. A Registration Statement on Form S-3 (Reg. No. 333-45824) was filed by the Issuer covering the shares of Common Stock sold pursuant to the Underwriting Agreement. The foregoing description in this Schedule 13D of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit D hereto and is incorporated herein by reference." 11 "Item 7. Material to be filed as Exhibits. Item 7 of the Schedule is hereby amended by inserting the following text as the last two paragraphs thereof: A copy of the Release Letter described in Item 6 above is attached hereto as Exhibit C. A copy of the Underwriting Agreement described in Item 6 above is attached hereto as Exhibit D." 12 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: June 14, 2001 /s/ Bernard C. Sherman ---------------------- BERNARD C. SHERMAN BERNARD AND HONEY SHERMAN TRUST /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 President SHERFAM INC. By: /s/ Bernard C. Sherman ----------------------- Bernard C. Sherman President 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 13 EXHIBIT INDEX C. Release Letter, dated May 18, 2001, from Bank of Montreal, as Agent. D. Underwriting Agreement, dated May 22, 2001, among Barr Laboratories, Inc., Sherman Delaware, Inc. and Banc of America Securities LLC, as Representative. 14