-----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, WSXMxnEm0HUtuMeiA3JbR11kzgSZD7gKgj2yABvq7bpv8M9orlvB/1eSjj4OL4sV DE5R34+gvyV1psiFsY4NFQ== 0000947871-99-000533.txt : 19991129 0000947871-99-000533.hdr.sgml : 19991129 ACCESSION NUMBER: 0000947871-99-000533 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANDRX CORP CENTRAL INDEX KEY: 0000911755 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 650366879 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50129 FILM NUMBER: 99764561 BUSINESS ADDRESS: STREET 1: 4001 SW 47 AVE STE 201 CITY: FORT LAUDERDALE STATE: FL ZIP: 33314 BUSINESS PHONE: 3055840300 MAIL ADDRESS: STREET 1: 4001 SOUTHWEST 47TH AVE STREET 2: STE 201 CITY: FT LAUDERDALE STATE: FL ZIP: 33314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WATSON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884629 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 953872914 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 311 BONNIE CIRCLE CITY: CORONA STATE: CA ZIP: 91720 BUSINESS PHONE: 9092701400 MAIL ADDRESS: STREET 1: 311 BONNIE CIRCLE CITY: CORONA STATE: CA ZIP: 91720 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------------- SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Andrx Corporation (Name of Issuer) Common Stock, Par Value $.001 Per Share (Title of Class of Securities) 03455110 (CUSIP Number) Robert C. Funsten Watson Pharmaceuticals, Inc. 311 Bonnie Circle, Corona California 91720 (909) 270-1400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 23, 1999 (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 schedulebecause of Rule 13d-1(e), (f) or (g), check the following box |_|. Check the following box if a fee is being paid with this statement |_|. (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Watson Pharmaceuticals, Inc. ("Watson") ----------------------------------------------------------------------- I.R.S. Identification No. 95-3872914 ----------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See Instructions) | | (a) -------------------------------------------------------------- | | (b) -------------------------------------------------------------- (3) SEC Use Only ---------------------------------------------------------- (4) Sources of Funds (See Instructions) WC --------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------- (6) Citizenship or Place of Organization a Nevada corporation ------------------------- - -------------- Number of (7) Sole Voting Power 4,977,738 Shares ------------------------- Beneficially (8) Shared Voting Power -0- Owned by ------------------------- Each (9) Sole Dispositive Power 4,977,738 Reporting ------------------------- Person With (10) Shared Dispositive Power -0- - -------------- ------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,977,738 ----------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) Approximately 17.7% (14) Type of Reporting Person (See Instructions) CO Page 2 of 4 ITEM 1. SECURITY AND ISSUER. Item 1 is amended and restated in its entirety as follows: This Amendment No.1 to the Schedule 13D, dated October 2, 1997 of Andrx Corporation (the "Company") (as amended, the "Schedule 13D") is filed to reflect information required pursuant to Rule 13d-2 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, relating to the common shares, par value $0.001 per share ("Common Stock"), of the Company with its principal executive offices located at 4001 S.W. 47th Street, Fort Lauderdale, FL 33314. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER - WATSON PHARMACEUTICALS, INC. Item 5 is hereby amended, supplemented and restated as follows: (a) Watson beneficially owns 4,977,738 shares (17.5%) of the Company's outstanding Common Stock. (b) Watson has sole power to vote and dispose of the 4,977,738 shares. (c) Watson sold 580,000 registered shares of the Company's Common Stock on November 23, 1999 for $51 per share in an open market transaction. On November 24, 1999, Watson sold a further 500,000 registered shares of the Company's Common Stock for $50 per share in an open market transaction. Watson was the beneficial owner of 6,570,738 shares of Common Stock, of which 674,158 were acquired through the exercise of warrants on July 7, 1999. These warrants were granted by the Company to Circa Pharmaceuticals, Inc. ("Circa") in November 1994, prior to Watson's acquisition of Circa in July 1995. On May 17, 1999 the Company declared a two-for-one stock split which was effected in the form of a 100% stock dividend. As a result of the sales described herein, Watson is now the beneficial owner of 4,977,738 shares of Common Stock. (d) Not applicable. (e) Not applicable. Page 3 of 4 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: November 24, 1999 By: /s/ Robert C. Funsten ------------------------------- Robert C. Funsten, Senior Vice President, General Counsel and Secretary Watson Pharmaceuticals, Inc. Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----