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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
BARR LABORATORIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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[BARR LABORATORIES, INC. LOGO]
BARR LABORATORIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The Annual Meeting of Shareholders of Barr Laboratories, Inc. will be held on
October 25, 2001 at 10:00 a.m. at the St. Regis Hotel, Two East 55th Street at
5th Avenue, New York, NY for the following purposes:
1. To elect a Board of Directors to serve until the next Annual Meeting
of Shareholders and until their successors are elected and
qualified;
2. To consider approval of an amendment to the Company's 1993 Stock
Incentive Plan;
3. To consider approval of an amendment to the Company's 1993 Stock
Option Plan for Non-Employee Directors;
4. To transact such other business as may properly come before the
meeting.
Owners of record at the close of business on August 27, 2001 will be entitled to
vote at the meeting or at any adjournments or postponements thereof.
Each shareholder is requested to sign and date the enclosed proxy card and to
return it without delay in the enclosed postage-paid envelope. Any shareholder
present at the Annual Meeting may withdraw the proxy and vote personally on each
matter brought before the Annual Meeting.
By Order of the Board of Directors
William T. McKee
Secretary
2 Quaker Road
P.O. Box 2900
Pomona, New York 10970-0519
September 25, 2001
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BARR LABORATORIES, INC.
2 Quaker Road
P.O. Box 2900
Pomona, New York 10970-0519
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held October 25, 2001
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of proxies
by the management of Barr Laboratories, Inc., a New York corporation (the
"Company"), for use at the 2001 Annual Meeting of Shareholders of the Company
(the "Annual Meeting") to be held at 10:00 a.m. on October 25, 2001 at the St.
Regis Hotel, Two East 55th Street at 5th Avenue, New York, NY and at any
adjournment or postponement thereof. It is anticipated that this Proxy
Statement, together with the form of proxy, will first be mailed to the
Company's shareholders on or before September 25, 2001.
A person giving the enclosed proxy has the power to revoke it at any time before
it is exercised by (i) attending the Annual Meeting and voting in person, (ii)
duly executing and delivering a proxy for the Annual Meeting bearing a later
date or (iii) delivering written notice of revocation to the Secretary of the
Company prior to use of the enclosed proxy at the Annual Meeting.
The Company will bear the cost of this solicitation of proxies, including
expenses in connection with the preparing, assembling and mailing of proxy
solicitation materials and the charges and expenses of brokerage firms and
others for forwarding solicitation materials to beneficial owners. In addition
to solicitation by mail, proxies may be solicited personally or by telephone by
Directors, Officers or employees of the Company, who will receive no additional
compensation for such services.
RECORD DATE
The close of business on August 27, 2001 is the record date for determination of
holders of the Company's Common Stock, $.01 par value (the "Common Stock"),
entitled to notice of and to vote at the Annual Meeting and any adjournment or
postponement thereof. On that date there were outstanding and entitled to vote
35,475,288 shares of Common Stock, each entitled to one vote.
ACTIONS TO BE TAKEN UNDER THE PROXY
The persons acting under the proxy will vote the shares represented thereby for
the election of the Company's nominees as Directors, for approval of the
amendments to the Company's 1993 Stock Incentive Plan, and the 1993 Stock Option
Plan for Non-Employee Directors, or, if otherwise directed by
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the person executing the proxy, in accordance with each direction. The Board of
Directors does not know of any other business to be brought before the meeting,
but it is intended that, as to any such other business, a vote may be cast
pursuant to the proxy in accordance with the judgment of the person or persons
acting thereunder. Directors are elected by a plurality of votes cast.
Abstentions, broker non-votes and withheld votes will not be considered as cast
votes. The affirmative vote of a majority of the votes cast is required to
approve the amendments to the 1993 Stock Incentive Plan and the 1993 Stock
Option Plan for Non-Employee Directors.
PROPOSAL 1. ELECTION OF DIRECTORS
If all of the Company's nominees are elected, the Board of Directors of the
Company will consist of Bruce L. Downey (Chairman), Edwin A. Cohen
(Vice-Chairman), Carole S. Ben-Maimon, Paul M. Bisaro, Robert J. Bolger, Harold
N. Chefitz, Jack M. Kay, Bernard C. Sherman and George P. Stephan, who will
serve as Directors until the 2002 Annual Meeting of Shareholders and until their
respective successors are duly elected and qualified. If any nominee becomes
unable or declines to accept nomination or election, which is not anticipated,
it is intended that the persons acting under the proxy will vote for such other
person as the Board of Directors recommends. The Company does not have a
standing nominating committee; the current nominees for Directors have been
proposed by the Company's Chairman.
A special meeting of shareholders of the Company is expected to be held to
consider and vote upon a proposal to approve the issuance of shares of common
stock of the Company in connection with the merger of a wholly-owned subsidiary
of the Company with and into Duramed Pharmaceuticals, Inc. ("Duramed"). In the
merger, Duramed will become a wholly owned subsidiary of the Company. The merger
agreement provides that the Company shall take all necessary action to cause E.
Thomas Arington, Richard R. Frankovic and Peter R. Seaver to be appointed as
directors of the Company after the merger. Since it is presently contemplated
that the merger will be completed prior to October 25, 2001, the date of the
Company's Annual Meeting of Shareholders, those three individuals have been
included as nominees of the Company for election as Directors at the Annual
Meeting. If the merger has not been completed before the Annual Meeting is held,
it is expected that the nominations of the affected individuals will be
withdrawn.
Eleven meetings of the Board of Directors were held during the fiscal year ended
June 30, 2001. In addition, there were eleven committee meetings. No Director
attended fewer than 75% of the total number of meetings of the Board and all
committees on which the Director served.
AUDIT COMMITTEE
The functions of the Audit Committee are to assist the Board in overseeing and
reviewing the Company's internal accounting controls, to review the audited
financial statements and to investigate and make recommendations to the Board
with respect to the appointment of independent auditors. The Committee, which
met five times during the fiscal year ended June 30, 2001, is composed of
Messrs. Stephan, Bolger and Chefitz.
COMPENSATION COMMITTEE
The Compensation Committee is responsible for reviewing and authorizing the
granting of stock options to Officers and other key employees under the
Company's stock option plans and for reviewing
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compensation to be paid to Officers and other key personnel of the Company.
Current members of the Committee, none of whom is an employee of the Company,
are Messrs. Stephan and outgoing board member Florence. Six meetings of the
Committee were held during the fiscal year ended June 30, 2001.
BUSINESS DEVELOPMENT COMMITTEE
The Business Development Committee is responsible for evaluating and providing
advice to management on the merits of various business ventures, including but
not limited to, mergers, acquisitions, joint ventures, strategic partnerships
and other business arrangements. Current members of the Committee are Messrs.
Downey, Cohen, Bisaro, Kay and Dr. Ben-Maimon. The Committee did not meet
separately during the fiscal year ended June 30, 2001. Business development
matters were discussed by the full Board of Directors at each Board meeting.
COMPENSATION OF DIRECTORS
During fiscal 2001, directors, excluding Messrs. Downey and Bisaro and Dr.
Ben-Maimon received quarterly retainers of $7,500 covering their attendance at
the Board Meetings and participation in Committee Meetings. During fiscal 2001,
Mr. Bolger received $11,150 for consulting services provided to the Company.
During fiscal 2001, Mr. Cohen was paid $200,000 pursuant to his consulting
agreement with the Company which expires on June 30, 2002. Under the Company's
1993 Stock Option Plan for Non-Employee Directors, as amended, each Director who
is not an employee of the Company (other than a Director who owns 40% or more of
the Common Stock) receives an annual option grant to purchase 7,500 shares at an
option price equal to 100% of the fair market of the Common Stock on the date of
grant. Each option has a ten-year term and becomes exercisable on the date of
the first annual shareholders' meeting immediately following the date of the
grant. On October 26, 2000, each participating Director received a grant of an
option to purchase 7,500 shares at an exercise price of $63.31 per share.
INFORMATION ON NOMINEES
BRUCE L. DOWNEY, 53, became a member of the Board of Directors in January 1993
and was elected Chairman of the Board and Chief Executive Officer in February of
1994. From January 1993 to December 1999, he served as the Company's President
and Chief Operating Officer. Prior to assuming these positions, from 1981 to
1993, Mr. Downey was a partner in the law firm of Winston & Strawn and a
predecessor firm of Bishop, Cook, Purcell and Reynolds.
EDWIN A. COHEN, 69, founded the Company in 1970. Mr. Cohen served as President,
Chairman of the Board and Chief Executive Officer until 1994. In February of
1994, he was elected to the position of Vice Chairman of the Board and became a
consultant to the Company.
CAROLE S. BEN-MAIMON, 42, joined the Company in January 2001 as President and
Chief Operating Officer of Barr Research. She was elected a Director in February
2001. Prior to joining the Company, Dr. Ben-Maimon was with Teva Pharmaceuticals
USA, where she most recently was Senior Vice President Science and Public
Policy, North America. From 1996 until 2000, Dr. Ben-Maimon served as Senior
Vice President, Research and Development. She is Board Certified in Internal
Medicine.
PAUL M. BISARO, 40, was elected a Director of the Company in June 1998 and in
December 1999 was appointed to the position of President and Chief Operating
Officer. Previously, he served as Senior Vice
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President - Strategic Business Development and General Counsel. Prior to joining
the Company in 1992 as General Counsel, Mr. Bisaro was associated with the law
firm of Winston & Strawn, and a predecessor firm, Bishop, Cook, Purcell and
Reynolds.
ROBERT J. BOLGER, 79, was elected a Director of the Company in February 1988.
Mr. Bolger has been President of Robert J. Bolger Associates, a marketing
consulting company since January 1988. From 1962 through 1987, he served as
President of the National Association of Chain Drug Stores, a major trade
association.
HAROLD N. CHEFITZ, 66, was elected a Director in February 2001. Mr. Chefitz is
Chairman of Notch Hill Advisors, which advises CK Capital Fund, and President of
Chefitz HealthCare Investments, a private investment company. Prior to forming
Notch Hill in 1999, Mr. Chefitz was a partner in Boles Knop & Co. Mr. Chefitz
has also served as Managing Director and head of the Healthcare Group at
Prudential Securities, and Senior Managing Director of Furman Selz. Mr. Chefitz
is the Chairman of the Board of Directors of GliaMed, Inc. as well as a member
of the Boards of Kensey Nash, Elan Motor Technology, EmergingMed.com and
NetHealth Systems. From 1990 to 1994, Mr. Chefitz served as Chairman of the
Board of Trustees at Columbia University School of Pharmaceutical Sciences.
JACK M. KAY, 61, was elected a Director of the Company in December 1994. Mr. Kay
is President of Apotex, Inc., and also serves as Chair of the Canadian Drug
Manufacturers Association. He is also a Director of Humber River Regional
Hospital (Toronto), Chair of the Canadian Schizophrenia Foundation, and a
Director of Cangene Corporation.
BERNARD C. SHERMAN, 59, was Chairman of the Board of the Company from July 1981
to January 1993. He remains a Director of the Company. Dr. Sherman is Chief
Executive Officer and Chairman of the Board of Apotex, Inc., a Canadian
manufacturer of generic drugs. He is also Chairman of the Board of Cangene
Corp., President of Sherman Delaware, Inc. and President of Shermfin Inc.
GEORGE P. STEPHAN, 68, was elected a Director of the Company in February 1988.
In April 1990, Mr. Stephan retired as Vice Chairman of Kollmorgen Corporation
(NYSE), a diversified, international technology company in which he had served
in several executive capacities for over 20 years. Mr. Stephan was also a
director of Kollmorgen since 1982 and served as Chairman of the Board from 1991
to 1996. He continued as a director of Kollmorgen until June 2000, when it was
acquired by Danaher Corporation. From 1994 to April 1999 Mr. Stephan also was a
Managing Director of Stonington Group LLC, financial intermediaries and
consultants. He is currently a business consultant and a director of Sartorius
Sports Limited, a privately held specialty sports retailer.
E. THOMAS ARINGTON, 64, is Chief Executive Officer and a director of Duramed and
has been since 1987. He has been Chairman of the Board of Duramed since 1998.
Mr. Arington also served as President of Duramed from 1987 until September 2000.
Prior to Duramed, Mr. Arington was President of MarketMaster, Inc., a health
care consulting firm. Mr. Arington also spent seventeen years with Lederle
Laboratories, a division of American Cyanimid, where he held a variety of
executive management positions.
RICHARD R. FRANKOVIC, 59, is a pharmaceutical industry consultant, having
retired in 1998 from Rugby Laboratories where he was employed since 1980 and
served as President from 1984 to 1998. Prior to joining Rugby Laboratories, he
was employed by Lederle Laboratories, where he held a variety of management
positions. Mr. Frankovic has served as a director of Duramed since 1999.
PETER R. SEAVER, 58, is a healthcare industry consultant. He retired from a
31-year career with The Upjohn Company, a pharmaceutical manufacturer, in 1998.
He held various executive positions with Upjohn including Vice President,
Domestic Marketing, Corporate Vice President, Worldwide Pharmaceutical
Marketing, and Corporate Vice President for Health Care Administration. He
currently serves on the Board of the University of Arizona School of Pharmacy
and the Board of Fellows of the Harvard School of Dental Medicine. Mr. Seaver
has served as a director of Duramed since 1998.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE ABOVE NOMINEES.
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PROPOSAL 2. APPROVAL OF THE AMENDMENT TO THE 1993 STOCK INCENTIVE PLAN
In December 1993, the shareholders ratified the adoption by the Board of
Directors of the 1993 Stock Incentive Plan (the "Plan"). The purpose of the
Plan, among other things, is to provide competitive incentives that will
attract, retain, motivate and reward employees. After giving effect to the March
1996, May 1997 and June 2000 3-for-2 stock splits, the amendments to the plan in
1996 and 2000, and the 2,447,408 shares subject to outstanding options as of
June 30, 2001, including 1,795,484 shares subject to options held by the
Company's Executive Officers as a group, an aggregate of 1,577,451 shares of
Common Stock are available for grant under the Plan as of June 30, 2001. The
closing price of Barr's common stock on August 27, 2001, as reported on the New
York Stock Exchange, was $86.52 per share.
The Board recommends approval of an amendment to the Plan to ensure that the
Company will continue to have an adequate number of shares of Common Stock
available for grants of incentive stock options ("ISOs") that qualify for
special tax treatment under Section 422 of the Internal Revenue Code of 1986, as
amended, and stock options that do not so qualify ("non-qualified stock options"
or "NQSOs"). Upon approval of the amendment the total number of shares of Common
Stock for which options may be granted under this Plan will increase by 200,000
shares to an aggregate of 1,777,451 shares. No other provision of the Plan will
be changed by the proposed amendment.
In addition to stock options, the Plan permits the grant of stock appreciation
rights, stock bonuses, restricted stock awards, performance unit awards and any
other awards that provide the participant with the right to purchase or
otherwise acquire shares of Common Stock or that are valued by reference to the
market value of shares of Common Stock. Although the Plan permits the Committee
to grant a wide variety of awards, the Plan does not obligate the Committee to
do so and the Committee has not previously done so and does not currently
anticipate doing so.
Under current law, there are no federal income tax consequences either to the
optionee or to the Company upon the grant of an ISO or a NQSO. On the exercise
of an ISO during employment or within three months thereafter, the optionee will
not recognize any income and the Company will not be entitled to a deduction,
although the excess of the fair market value of the shares on the date of
exercise over the option price is included in the optionee's alternative minimum
taxable income, which may give rise to alternative minimum tax liability for the
optionee. Generally, if the optionee disposes of shares acquired upon exercise
of an ISO within two years of the date of grant or one year of the date of
exercise, the optionee will recognize ordinary income, and the Company will be
entitled to a deduction, equal to the excess of the fair market value of the
shares on the date of exercise over the option price (limited generally to the
gain on the sale). The balance of any gain or loss will be treated as a capital
gain or loss to the optionee. If the shares are disposed of after the two year
and one year periods mentioned above, the Company will not be entitled to any
deduction, and the entire gain or loss for optionee will be treated as a capital
gain or loss. On exercise of a NQSO, the excess of the date-of-exercise fair
market value of the shares acquired over the option price will be generally
taxable to the optionee as ordinary income and deductible by the Company. The
disposition of shares acquired upon exercise of a NQSO will generally result in
a capital gain or loss for the optionee, but will have no tax consequences for
the Company.
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As discussed in Proposal 1, it is presently contemplated that the merger with
Duramed will be completed prior to October 25, 2001, the date of the Annual
Meeting. Shares to be issued in connection with the assumption of the Duramed
options will not be deducted or charged against the pool of shares available
under the Plan, as amended.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL
OF THE AMENDMENT TO THE 1993 STOCK INCENTIVE PLAN.
PROPOSAL 3. APPROVAL OF THE AMENDMENT TO THE 1993 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
In December 1993, the shareholders ratified the adoption by the Board of
Directors of the 1993 Stock Option Plan for Non-Employee Directors (the
"Directors' Plan"). After giving effect to the March 1996, May 1997 and June
2000 3-for-2 stock splits, an amendment to the plan in 1996, and the 383,625
shares subject to outstanding options as of June 30, 2001, an aggregate of
187,875 shares of Common Stock are available for grant under the Directors' Plan
as of June 30, 2001. The following named nominees for election as directors hold
those 383,625 options in the amounts set forth after their respective names as
follows: Bolger (60,000), Chefitz (15,000), Cohen (87,000), Kay (60,000) and
Stephan (116,250). This formula plan, among other things, enhances the Company's
ability to attract and retain experienced Directors. Currently, each Eligible
Director (as that term is defined in the Directors' Plan) on any grant date is
granted a non-qualified option to purchase 7,500 shares. Each such option has a
ten-year term, is exercisable at an option exercise price equal to 100% of the
fair market value of the shares on the date of grant, and becomes exercisable on
the date of the first annual shareholders' meeting immediately following the
date of grant of the option, provided there has been no interruption of the
optionee's service on the Board before that date. The Board recommends approval
of an amendment to the Directors' Plan to ensure that the Company will continue
to have an adequate number of shares of Common Stock available for grants of
options thereunder. Upon approval of the amendment the total number of shares of
Common Stock for which options may be granted under the Directors' Plan will
increase by 100,000 shares to an aggregate of 287,875 shares. No other provision
of the Directors' Plan will be changed by the proposed amendment.
Under current law, certain of the federal income tax consequences to
non-employee directors and the Company under the Directors' Plan are as follows:
A director to whom a non-qualified stock option is granted (which is treated as
an option for federal income tax purposes) does not recognize income at the time
of grant of such option and the Company is not entitled to a deduction at that
time. When a director exercises the stock option, the director will recognize
ordinary compensation income equal to the difference, if any, between the
exercise price paid and the fair market value as of the date of option exercise,
on the shares the director receives. The Company will generally be entitled to a
federal income tax deduction in respect of the stock option in the Company's tax
year in which the option is exercised, with the amount of the deduction being
equal to the ordinary compensation income recognized by the director as
described above.
As discussed in Proposal 1, it is presently contemplated that the merger with
Duramed will be completed prior to October 25, 2001, the date of the Annual
Meeting. Shares to be issued in connection with the assumption of the Duramed
options will not be deducted or charged against the pool of shares available
under the Directors' Plan, as amended.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT
TO THE 1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial ownership of
the Company's voting securities on June 30, 2001, except as noted below, by (i)
each person who beneficially owns more than 5% of the Company's voting
securities; (ii) each Director of the Company; (iii) each Officer of the Company
named in the Summary Compensation Table; and (iv) all Directors and Officers of
the Company as a group.
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES COMMON PERCENT
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Bernard C. Sherman(1) 11,382,038(2) 32.1%
150 Signet Drive, Weston, Ontario, Canada M9L 1T9
FMR, Edward C. Johnson, 3d and Abigail P. Johnson 4,246,165(4) 12.007%
82 Devonshire Street, Boston, MA 02109
Bruce L. Downey(1) 701,621(3) 2.0%
Edwin A. Cohen(1) 238,563(3) *
Paul M. Bisaro(1) 224,765(3) *
George P. Stephan(1) 142,499(3) *
Timothy P. Catlett 105,921(3) *
Wiliam T. McKee 83,733(3) *
Jack M. Kay(1) 52,500(3) *
Robert J. Bolger(1) 52,500(3) *
Martin Zeiger 29,898(3) *
Michael F. Florence(1) 27,300(3) *
Carole S. Ben-Maimon(1) -- *
Harold N. Chefitz(1) -- *
All Directors and Officers as a group (23 persons) 13,467,787(3) 36.35%
* Less than 1%
(1) A Director of the Company.
(2) Consists of 11,382,038 common shares held of record by Sherman Delaware,
Inc. ("SDI"), which have been pledged to banks to secure a guaranty by SDI.
(3) Includes shares of common stock which Directors and Officers have currently
exercisable rights to acquire through the exercise of incentive and
non-qualified options, in the amount of 529,999 shares for Mr. Downey,
138,563 shares for Mr. Cohen, 108,750 shares for Mr. Stephan, 52,500 shares
for Mr. Bolger, 26,625 shares for Mr. Florence, 52,500 shares for Mr. Kay,
197,136 shares for Mr. Bisaro, 88,713 shares for Mr. Catlett, 75,273 shares
for Mr. McKee, 26,667 shares for Mr. Zeiger and 1,647,448 shares for all
Directors and officers as a group.
(4) According to a Schedule 13G jointly filed on July 10, 2001, FMR Corp.,
Edward C. Johnson 3d, and Abigail P. Johnson, beneficially own and have sole
dispositive power with respect to 4,246,165 shares of Barr Laboratories,
Inc. common stock; and FMR Corp. has sole voting power with respect to
109,205 shares. The following FMR Corp. subsidiaries have beneficial
ownership: Fidelity Management and Research Company, 4,137,180 shares, with
Edward C. Johnson 3d and FMR Corp. each having sole power to dispose such
shares; and Fidelity Management Trust Company, 56,800 shares with Edward C.
Johnson 3d and FMR Corp. each having sole power to vote and the sole power
to dispose of such shares. Edward C. Johnson 3d owns 12.0% and Abigail P.
Johnson owns 24.5% of the outstanding stock of FMR Corp. The Johnson family
represents approximately 49% of the voting power of FMR Corp. Through their
ownership of voting common stock and the execution of a shareholders' voting
agreement, members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to FMR Corp.
Fidelity International Limited is the beneficial owner of 52,185 shares and
has sole power to vote and the sole power to dispose of such shares. The
Johnson family has voting power over 39.89% of the shares of Fidelity
International Limited.
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EXECUTIVE COMPENSATION
The following table sets forth as to the Chairman and Chief Executive Officer,
and the five other Executive Officers earning the highest aggregate compensation
in the fiscal year ended June 30, 2001, the compensation earned, awarded or paid
for services rendered to the Company in all capacities during each of the three
fiscal years ended June 30, 2001, in which each such person served as an
Officer.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
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Stock All Other
Name & Year Salary Bonus ($) Options Compensation
Principal Position ($)(1) (#) ($)(2)
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Bruce L. Downey 2001 $646,154 $400,000 60,000 $95,986
Chairman and 2000 550,000 300,000 75,000 84,901
CEO 1999 548,654 300,000 60,000 15,000
Paul M. Bisaro 2001 323,077 200,000 40,000 52,239
President and COO 2000 259,250 110,000 30,000 35,425
Barr Laboratories, Inc. 1999 239,731 95,000 30,000 17,000
William T. McKee 2001 243,654 120,000 30,000 39,791
Senior Vice President 2000 209,384 85,000 30,000 35,943
CFO, Treasurer and 1999 189,461 75,000 22,500 23,661
Secretary
Timothy P. Catlett 2001 244,615 100,000 20,000 57,022
Senior Vice President 2000 234,692 90,000 30,000 32,469
Sales & Marketing 1999 224,596 90,000 22,500 16,250
Martin Zeiger 2001 244,615 100,000 5,000 39,353
Senior Vice President 2000(3) 122,019 45,000 75,000 26,750
Strategic Business Dev. 1999 - - - -
& General Counsel
Carole S. Ben-Maimon 2001(3) 116,538 216,397 50,000 25,794
President and COO 2000 - - - -
Barr Research 1999 - - - -
(1) Includes amounts deferred by the employee (a) for all years under the
Company's Savings and Retirement Plan, and (b) for 2001 and 2000 under the
Company's Excess Savings and Retirement Plan.
(2) The amounts shown in this column represent the Company's annual
contributions to its Savings and Retirement Plan, its annual contribution in
fiscal 2001 and 2000 to the Company's Excess Savings and Retirement Plan and
amounts for medical, auto and life insurance.
(3) Mr. Zeiger and Dr. Ben-Maimon were elected officers in December 1999 and
January 2001, respectively.
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OPTION GRANTS
The following table shows all stock options that were granted to the Officers
named in the Summary Compensation Table during the fiscal year ended June 30,
2001.
OPTION GRANTS IN THE LAST FISCAL YEAR
Individual Grants(1)
----------------------------- Potential Realizable Value at
Number of % of Total Assumed Annual Rates
Shares Options Of Stock Price Appreciation
Underlying Granted to Per Share for Option Term
Options Employees In Exercise or Expiration -----------------------------------
Name Granted (#) Fiscal Year Base Price Date 5%($) 10%($)
--------------------------------------------------------------------------------------------------------------------------------
Bruce L. Downey 60,000 9% $55.27 8/9/10 $2,764,667 $6,366,565
Paul M. Bisaro 40,000 6% $55.27 8/9/10 1,843,112 4,244,377
William T. McKee 30,000 4% $55.27 8/9/10 1,382,334 3,183,282
Timothy P. Catlett 20,000 3% $55.27 8/9/10 921,556 2,122,188
Martin Zeiger 5,000 0.7% $55.27 8/9/10 230,389 530,547
Carole Ben-Maimon 10,000 1.5% $26.00 2/15/10 889,112 1,491,055
10,000 1.5% $41.00 2/15/10 739,112 1,341,055
10,000 1.5% $65.00 2/15/10 499,112 1,101,055
20,000 3% $73.88 1/26/11 929,092 2,354,654
All Shareholders(2) $1,553,029,798 $3,935,682,428
(1) Consists of options granted under the Company's 1993 Stock Incentive Plan,
as amended. All options listed were granted on August 9, 2000, except for
Carole S. Ben-Maimon's options which were granted on January 26, 2001, her
employment date. This plan permits the Compensation Committee in its
discretion to cancel any option granted under such plan and re-grant it at
a lower price, however, no such action was taken during the fiscal year.
(2) Potential realizable values for all shareholders are based on 35,404,437
shares outstanding as of June 30, 2001, and the per share market price of
$69.75 on that date.
Note: The dollar amounts under the 5% and 10% columns in the table above are the
result of calculations required by the Securities and Exchange
Commission's rules and therefore are not intended to forecast possible
future appreciation of the stock price of the Company. Although permitted
by the SEC's rules, the Company did not use an alternate formula for a
grant date valuation because the Company is not aware of any formula which
will determine with reasonable accuracy a present value based on future
unknown or volatile factors.
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OPTION EXERCISES AND OPTION VALUES
The following table provides information as to the value of options exercised
during the fiscal year ended June 30, 2001 and options held by Officers named in
the Summary Compensation Table.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR END JUNE 30, 2001 OPTION VALUES
Number of Shares Subject to Value of Unexercised In-the-
Shares Acquired Value Unexercised Options at Year-End Money Options at Year-End(2)
Name on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
---------------------------------------------------------------------------------------------------------------------------
Bruce L. Downey -- -- 484,999 129,998 $27,743,835 $ 4,054,508
Paul M. Bisaro 24,505 $1,615,855 173,802 69,998 9,940,655 1,947,708
Timothy P. Catlett 16,875 1,062,956 72,046 47,499 3,561,940 1,540,305
William T. McKee 20,459 1,199,742 55,273 57,499 2,572,383 1,685,105
Martin Zeiger -- -- 25,000 55,000 1,189,250 2,450,900
Carole S. Ben-Maimon -- -- -- 50,000 -- 772,500
(1) Valued at the difference between the fair market value of the shares at
the time of exercise and the options' grant price.
(2) Valued at the difference between the fair market value of the shares at
June 30, 2001 ($69.75) and the options' exercise prices.
Note: All options granted to these individuals, except for certain options
granted to Dr. Carole S. Ben-Maimon, are in the money based on the June
30, 2001 closing price of $69.75 per share.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Regulations of the Securities and Exchange Commission require the Compensation
Committee of the board of directors of a publicly-traded company to publish in
each proxy statement involving the election of directors a report addressing
certain aspects of executive officer compensation for the last completed fiscal
year. The following report is provided pursuant to those regulations.
The Compensation Committee decides or recommends to the Board for its decision
on all matters of policy relating to compensation of executive management and
approves the salaries of Officers (other than an Officer-Director, whose salary
is approved by the Board). The Committee also approves grants of stock options.
Compensation programs for executive officers are designed to attract, retain and
motivate employees who will contribute to the achievement of corporate goals and
objectives. Elements of executive compensation include salaries, bonuses and
awards of stock options, with the last two being variable. In making its
decisions or recommendations, the Committee takes into account factors it deems
relevant to the specific compensation component being considered, including
compensation paid by other business organizations of comparable size in the same
industry and related industries, profitability, the attainment of annual
individual and business objectives, an assessment of individual contributions
relative to others and historic compensation awards.
The Committee considered the factors described above in determining Mr. Downey's
total compensation. Specifically, the Committee and the Board recognized that
during fiscal 2001, under Mr. Downey's leadership, the Company, among other
things, met strategic objectives approved by the Company's Board of Directors.
During fiscal 2001, the Company reported the most successful and profitable year
in its history, while simultaneously investing in research and development at
record levels and filing the most applications in a single year. Under Mr.
Downey's leadership, Tamoxifen Citrate and Warfarin Sodium continued to gain
market share, the Company's first two proprietary products were introduced, and
the Company launched its first generic oral contraceptive product. The Company
also continued the execution of its patent challenge strategy, including
securing its victory in the Prozac patent challenge and launching the generic
version of the product in August 2001.
Also during fiscal 2001, the Company made significant progress in the clinical
studies necessary to support the introduction of the CyPat(TM) therapy related
to the symptoms of prostate cancer therapy and the SEASONALE(TM) oral
contraceptive. Finally, the Company announced prior to the end of the fiscal
year its intention to form a merger with Duramed Pharmaceuticals, Inc., which
will enable the Company to make significant progress in its drive to a leading
position in the female healthcare category with a broad range of hormonal agents
and oral contraceptive products.
Section 162(m) of the Internal Revenue Code limits deductibility of compensation
in excess of $1,000,000 paid in any one year to the Company's chief executive
officer and to each of the other four highest paid executive officers. Under the
Code and corresponding regulations, compensation that is based on attainment of
pre-established, objective performance goals and complies with certain other
requirements will be excluded from the $1,000,000 deduction limitation.
Regulations under Section 162(m) provide that gain realized upon the exercise of
stock options can qualify as "performance-based" compensation if various
conditions are satisfied. Certain of those conditions were not satisfied for
some of the options outstanding under the Company's 1993 Stock Incentive Plan
and 1986 Stock Option Plan. When the Company became aware of this situation, it
took the action required so that the gain realized from exercising options
granted thereafter will be excluded from the deductibility limitations under
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Section 162(m). During the fiscal year ended June 30, 2001 all taxable income of
the Company's chief executive officer and its other four highest paid executive
officers in excess of $1,000,000 qualified as "performance-based" compensation.
The Compensation Committee
Michael F. Florence
George P. Stephan
EXECUTIVE AGREEMENTS
On January 4, 1993, the Company employed Mr. Downey as President and Chief
Operating Officer. Mr. Downey's Employment Agreement, entered into in 1993,
continues from year-to-year unless terminated by either party. Under the
Agreement, he is paid a base salary, presently $750,000 per year for fiscal
2002, and is eligible for an annual bonus at the discretion of the Compensation
Committee. If the Agreement is terminated by the Company without cause or by Mr.
Downey for good reason, he will be entitled to a lump sum payment equal to 18
months base salary then in effect.
On October 28, 1999, the Company elected Mr. Bisaro to the position of President
and Chief Operating Officer. Mr. Bisaro's Employment Agreement continues from
year-to-year unless terminated by either party. Under the Agreement, he is paid
a base salary, presently $400,000 per year for fiscal 2002, and is eligible for
an annual bonus at the discretion of the Compensation Committee. If the
Agreement is terminated by the Company without cause or by Mr. Bisaro for good
reason, he will be entitled to a lump sum payment equal to 1.5 times his base
salary then in effect.
On December 13, 1999, the Company and Mr. Zeiger entered into a three-year
employment agreement, commencing on December 13, 1999, which continues from
year-to-year thereafter, unless terminated by either party. Under the Agreement,
he is paid a base salary, presently $255,000 per year for fiscal 2002, and is
eligible for an annual bonus at the discretion of the Compensation Committee. If
the Agreement is terminated by the Company without good cause or by Mr. Zeiger
for good reason, as defined, he will be entitled to a lump sum payment equal to
1.5 times his base salary then in effect.
On January 10, 2001, the Company and Dr. Ben-Maimon entered into a three-year
employment agreement, commencing on January 27, 2001, which continues from
year-to-year thereafter, unless terminated by either party. Under the Agreement,
she is paid a base salary, presently $350,000 per year for fiscal 2002, and is
eligible for an annual bonus at the discretion of the Compensation Committee.
Dr. Ben-Maimon received a sign-on bonus of $141,397 on the commencement date,
and is entitled to an additional payment of $270,000 to be paid no later than
September 30, 2001. Such amounts are to be repaid in full to the Company if Dr.
Ben-Maimon's employment were terminated within the first two years of
employment. Dr. Ben-Maimon also received options to purchase a total of 50,000
shares of the Company's stock including 10,000 shares at $26 per share; 10,000
shares at $41 per shares; 10,000 shares at $65 per share and 20,000 shares at
$73.88, the market value of the stock on the grant date. If the Agreement is
terminated by the Company without good cause or by Dr. Ben-Maimon for good
reason, as defined, she will be entitled to a lump sum payment equal to 1.5
times her base salary then in effect.
On February 7, 2001, the Company and Mr. Catlett entered into a three-year
employment agreement which continues from year-to-year thereafter, unless
terminated by either party. Under the Agreement, he is paid a base salary,
presently $255,000 per year for fiscal 2002, and is eligible for an annual bonus
at the discretion of the Compensation Committee. If the Agreement is terminated
by the Company without
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good cause or by Mr. Catlett for good reason, as defined, he will be entitled to
a lump sum payment equal to 1.5 times his base salary then in effect.
On February 7, 2001, the Company and Mr. McKee entered into a three-year
employment agreement which continues from year-to-year thereafter, unless
terminated by either party. Under the Agreement, he is paid a base salary,
presently $270,000 per year for fiscal 2002, and is eligible for an annual bonus
at the discretion of the Compensation Committee. If the Agreement is terminated
by the Company without good cause or by Mr. McKee for good reason, as defined,
he will be entitled to a lump sum payment equal to 1.5 times his base salary
then in effect.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. MEMBERSHIP AND ROLE OF THE AUDIT COMMITTEE
The Audit Committee ("Committee") consists of the following members of the
Company's Board of Directors: George P. Stephan, (Chairman), Robert J. Bolger,
and Harold N. Chefitz. Each member of the Committee is independent as defined
under the listing standards of the New York Stock Exchange. The Committee
operates under a written charter adopted by the Board of Directors, which is
included in this proxy statement as Appendix A. The charter was adopted by the
Board of Directors on May 18, 2000 and amended by the Board on June 12, 2001.
The primary function of the Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities with respect to the Company's
financial matters. The Committee's primary responsibilities are to: (1) monitor
the integrity of Barr's financial reporting processes and systems of internal
controls; (2) monitor the independence and performance of Barr's independent
public accountants; and (3) facilitate and maintain an open avenue of
communication among the Board of Directors, Senior Management and the
independent public accountants.
II. REVIEW OF THE COMPANY'S AUDITED FINANCIAL STATEMENTS
The Committee has reviewed and discussed the audited financial statements of the
Company for the year ended June 30, 2001 with the Company's management. The
Committee has discussed with Deloitte & Touche LLP, the Company's independent
public accountants, the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees).
The Committee has also received the written disclosures and the letter from
Deloitte & Touche LLP required by Independence Standards Board Standard No. 1
(Independence Discussion with Audit Committees) and the Committee has discussed
the independence of Deloitte & Touche LLP with that firm.
Based on the Committee's review and discussions noted above, the Committee
recommended to the Board of Directors that the Company's audited financial
statements be included in the Company's Annual Report to Shareholders, which is
incorporated by reference in its Annual Report on Form 10-K for the year ended
June 30, 2001, for filing with the Securities and Exchange Commission.
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III. DELOITTE & TOUCHE LLP INFORMATION
Fees related to services performed by Deloitte & Touche LLP in 2001 are as
follows:
Audit Fees $147,000
Financial Information System
Design and Implementation --
All Other Fees
- Tax services, statutory services, and regulatory 659,536*
and other SEC filing requirements and matters
TOTAL $806,536
* Of the $659,536 of other fees, $495,000 were related to a secondary stock
offering for the sale of 3.5 million shares of common stock, beneficially
owned by Dr. Sherman. The Company was reimbursed by Dr. Sherman for such fees.
The Audit Committee has considered whether the provision of the above services
other than audit services is compatible with maintaining Deloitte & Touche LLP's
independence and has concluded that it is.
Submitted by
George P. Stephan (Chairman)
Robert J. Bolger
Harold N. Chefitz
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PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder returns on the Common
Stock (BRL) for the last five fiscal years with the cumulative total return of
the Standard & Poor's Health Care Drugs Index and the Standard & Poor's 500
Index over the same period, assuming an investment of $100 in the Common Stock,
the S&P Health Care Drugs Index and the S&P 500 Index on June 30, 1996, and
reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[LINE GRAPH]
FISCAL YEAR ENDED JUNE 30
$100 Invested on 06/30/96
COMPANY/INDEX NAME 1996 1997 1998 1999 2000 2001
------------------------------------------------------------------------------------------------------
Barr Laboratories, Inc. $100 $256.31 $231.55 $232.28 $391.55 $604.63
S&P Health Care Drugs Index 100 156.34 233.90 257.26 296.21 245.80
S&P 500 Index 100 134.70 175.33 215.22 230.83 196.59
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended June 30, 2001, the Company sold certain of its
pharmaceutical products and bulk pharmaceutical materials in the amount of
$7,139,000 to companies owned or controlled by Dr. Bernard Sherman, a Director
of the Company. The Company also purchased bulk pharmaceutical materials from a
company owned by Dr. Sherman in the amount of $2,644,000. The Company believes
the amounts of such transactions approximate the amounts of similar transactions
with unaffiliated third parties.
The Company entered into a multi-year agreement with a company owned by Dr.
Sherman to, among other things, share litigation and related costs in connection
with one of its patent challenges. For the year ended June 30, 2001, the Company
recorded $2,867,000 in connection with such agreement. The Company also incurred
$1,290,000 in expenses, which were reimbursed by Dr. Sherman, related to a
secondary stock offering, completed in May 2001, for the sale of 3.5 million
shares of common stock beneficially owned by Dr. Sherman.
During the fiscal year ended June 30, 1999, the Company obtained multi-year
directors and officers liability insurance coverage from National Union Fire
Insurance Company of Pittsburgh, Pennsylvania and Federal Insurance Company.
These policies cover the period from October 1, 1998 through September 30, 2001
and insure the Company for certain obligations incurred in the indemnification
of its Directors and Officers under New York law and insure Directors and
Officers where such indemnification is not provided by the Company. The
three-year cost of the policies is $638,957.
The Company has also purchased an insurance policy from Federal Insurance
Company that provides coverage for employees (including officers) who are
fiduciaries of the Company's employee benefit plans against expenses and defense
costs incurred as a result of alleged breaches of fiduciary duty as defined in
ERISA. The one-year cost of the current policy is $6,426.
RECEIPT OF SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be considered for inclusion in next year's
Proxy Statement must be received by the Company at 2 Quaker Road, P.O. Box 2900,
Pomona, New York 10970-0519; Attention: The Secretary, not later than May 27,
2002.
For any proposal that is not submitted for inclusion in next year's Proxy
Statement, but is instead sought to be presented directly at the 2002 Annual
Meeting, SEC rules permit management to vote proxies in its discretion if the
Company: (1) receives notice of the proposal before the close of business on
August 9, 2002, and advises shareholders in the 2002 Proxy Statement about the
nature of the matter and how management intends to vote on such matter; or (2)
does not receive notice of the proposal prior to the close of business on August
9, 2002. Notices of intention to present proposals should be sent to the address
above. Barr reserves the right to reject, rule out of order, or take other
appropriate action with respect to any proposal that does not comply with these
and other applicable requirements.
OTHER MATTERS
The Company expects representatives of Deloitte & Touche LLP to be present at
and available to respond to appropriate questions which may be raised at the
Annual Meeting. Representatives of Deloitte & Touche LLP will have the
opportunity to make a statement if they so desire.
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APPENDIX A
AUDIT COMMITTEE CHARTER
The Audit Committee Charter (Charter) has been adopted by the Board of Directors
(the Board) of Barr Laboratories, Inc. (the Company). The Audit Committee of the
Board (the Committee) shall review and reassess this charter at least annually
and recommend any proposed changes to the Board for approval.
ROLE AND INDEPENDENCE: ORGANIZATION
The Committee assists the Board in fulfilling its responsibility for oversight
of the quality and integrity of the accounting, auditing, internal control and
financial reporting practices of the Company. Other functions of the Audit
Committee shall include: (1) reviewing the annual management letter (with the
independent auditors), (2) reviewing and approving audit fees, and (3) reviewing
management "conflict of interest" transactions. It may also have such other
duties as may from time to time be assigned to it by the Board. The membership
of the Committee shall consist of three directors, who are each free of any
relationship that, in the opinion of the Board, may interfere with such member's
judgement. Except as permitted by the applicable rules of the New York Stock
Exchange, each Committee member shall also meet the independence and financial
literacy requirements for serving on audit committees, and at least one member
shall have accounting or related financial management expertise, all as set
forth in the applicable rules of the New York Stock Exchange. The Committee
shall maintain free and open communication with the independent auditors and
Company management. In discharging its oversight role, the Committee is
empowered to investigate any matter relating to the Company's accounting,
auditing, internal control or financial reporting practices brought to its
attention, with full access to all Company books, records, facilities and
personnel. The Committee may retain outside counsel, auditors or other advisors.
One member of the Committee shall be appointed as chair. The chair shall be
responsible for leadership of the Committee, including scheduling and presiding
over meetings, preparing agendas, and making regular reports to the Board. The
chair will also maintain regular liaison with the CEO, CFO, and the lead
independent audit partner.
The Committee shall meet at least four times a year, or more frequently as the
Committee considers necessary. At least once each year the Committee shall have
separate private meetings with the independent auditors and management.
RESPONSIBILITIES
Although the Committee may wish to consider other duties from time to time, the
general recurring activities of the Committee in carrying out its oversight role
are described below. The Committee shall be responsible for:
- Recommending to the Board the independent auditors to be retained (or
appointed) to audit the financial statements of the Company. Such auditors
are ultimately accountable to the Board and the Committee, as
Representatives of the shareholders.
- Evaluating, together with the Board and management, the performance of
the independent auditors and, where appropriate, replacing such auditors.
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- Obtaining annually from the independent auditors a formal written
statement describing all relationships between the auditors and the
Company, consistent with Independence Standards Board Standard Number 1.
The Committee shall actively engage in a dialogue with the independent
auditors with respect to any relationships that may impact the objectivity
and independence of the auditors and shall take, or recommend that the
Board take, appropriate actions to oversee and satisfy itself as to the
auditors' independence.
- Reviewing the audited financial statements and discussing them with
management and the independent auditors. These discussions shall include
the matters required to be discussed under Statement of Auditing Standards
No. 61 and consideration of the quality of the Company's accounting
principles as applied in its financial reporting, including a review of
particularly sensitive accounting estimates, reserves and accruals,
judgmental areas, audit adjustments (whether or not recorded), and other
such inquiries as the Committee or the independent auditors shall deem
appropriate. Based on such review, the Committee shall make its
recommendation to the Board as to the inclusion of the Company's audited
financial statements in the Company's Annual Report on Form 10-K (or the
Annual Report to Shareholders, if distributed prior to the filing of the
Form 10-K).
- Issuing annually a report to be included in the Company's proxy
statement as required by the rules of the Securities and Exchange
Commission.
- Overseeing the relationship with the independent auditors, including
discussing with the auditors the nature and rigor of the audit process,
receiving and reviewing audit reports, and providing the auditors full
access to the Committee (and the Board) to report on any and all
appropriate matters.
- Discussing with a representative of management and the independent
auditors: (1) the interim financial information contained in the Company's
Quarterly Report on Form 10-Q prior to its filing, (2) the earnings
announcement prior to its release (if practicable), and (3) the results of
the review of such information by the independent auditors. (These
discussions may be held with the Committee as a whole or with the
Committee chair in person or by telephone.)
- Discussing with management, and the independent auditors the quality and
adequacy of and compliance with the Company's internal controls.
- Discussing with management and/or the Company's general counsel any
legal matters (including the status of pending litigation) that may have a
material impact on the Company's financial statements, and any material
reports or inquiries from regulatory or governmental agencies.
The Committee's job is one of oversight. Management is responsible for the
preparation of the Company's financial statements and the independent auditors
are responsible for auditing those financial statements. The Committee and the
Board recognize that management and the independent auditors have more resources
and time, and more detailed knowledge and information regarding the Company's
accounting, auditing, internal control and financial reporting practices than
the Committee does; accordingly the Committee's oversight role does not provide
any expert, special or additional assurance as to the financial statements and
other financial information provided by the Company to its shareholders and
others. It is not the duty of the Committee to conduct investigations, to
resolve disagreements, if any, between management and the independent auditors
or to assure compliance with laws and regulations.
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BARR LABORATORIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
OCTOBER 25, 2001
The undersigned hereby appoints Bruce L. Downey and Edwin A. Cohen, jointly or
individually, proxies with the power of substitution to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Shareholders at 10:00
AM, on October 25, 2001, at the St. Regis Hotel, 2 East 55th Street at 5th
Avenue, New York, NY or adjournments thereof. In their discretion, the proxies
are authorized to vote upon such other business as may come before the meeting
or adjournments thereof.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
22
BARR LABORATORIES, INC. PROXY
THE UNDERSIGNED HEREBY ACKNOWLEDGE RECEIPT OF THE PROXY STATEMENT AND NOTICE OF
ANNUAL MEETING TO BE HELD OCTOBER 25, 2001.
Please mark your vote as indicated in this sample [X]
1. Election of Directors
(Instructions: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below).
Carole S. Ben-Maimon, Paul M. Bisaro, Robert J. Bolger, Harold N. Chefitz, Edwin
A. Cohen, Bruce L. Downey, Jack M. Kay, Bernard C. Sherman, George P. Stephan,
E. Thomas Arington, Richard R. Frankovic, Peter R. Seaver
For all nominees listed [ ]
(except as marked)
Withhold authority [ ]
to vote for nominees
For Against Abstain
2. Amendment of 1993 Stock Incentive Plan [ ] [ ] [ ]
3. Amendment of 1993 Stock Option Plan for [ ] [ ] [ ]
Non-Employee Directors
PLEASE DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
YES NO
I PLAN TO ATTEND? [ ] [ ]
Signature Signature Date
---------------------------------- ------------------------- ---------------
(Please sign exactly as your name appears hereon. If stock is registered in more
than one name, each holder should sign. When signing as an attorney,
administrator, executor, guardian or trustee, please add your title as such. If
executed by a corporation, the proxy should be signed by a duly authorized
officer).