SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report December 20, 2001
BARR LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
New York 1-9860 22-1927534
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Two Quaker Road, P.O. Box 2900, Pomona, New York 10970-0519
(Address of principal executive offices) (Zip code)
(845) 362-1100
(Registrant's telephone number, including area code)
Item 5. Other Events and Regulation FD Disclosure
As previously disclosed in a Form 8-K dated October 24, 2001 and filed
on November 17, 2001, on June 29, 2001, Barr Laboratories, Inc. ("Barr") and
Duramed Pharmaceuticals, Inc. (NASDAQ-DRMD), a developer, manufacturer and
marketer of prescription drug products, focusing on women's health and the
hormone replacement therapy markets ("Duramed"), entered into an Agreement and
Plan of Merger, providing for the acquisition of Duramed by Barr. On October 24,
2001, a wholly-owned subsidiary of Barr merged with and into Duramed. The
acquisition was accounted for as a pooling of interests. The transaction is
valued at approximately $658 million based on the closing price of Barr stock on
October 24, 2001. It is intended that the transaction be treated as a tax-free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended.
Accounting Series Release No. 135, as interpreted by Staff Accounting
Bulletin No. 65, requires that no affiliate of either combining company may
reduce its risk relating to its common shareholder position until such time as
financial results covering at least 30 days of post-merger combined operations
have been published. This Form 8-K is filed solely for the purpose of publishing
combined selected financial information to satisfy this requirement.
In the opinion of the management of Barr, the unaudited results as of
and for the one month ended November 30, 2001 include all ordinary and recurring
adjustments necessary to present fairly the financial position at November 30,
2001 and results of operations for the one month ended November 30, 2001. The
following financial information does not include all of the information and the
footnotes required by generally accepted accounting principles for complete
financial statements. The Company's results are dependent upon several factors
which may not occur evenly throughout a quarter including customer buying
practices, pricing practices of competitors, the timing of merger related costs,
spending levels including research and development, marketing, and patent
challenge activities and other factors discussed in the Company's reports filed
with the Securities and Exchange Commission. Therefore, these results are not
necessarily indicative of the results that may be expected for the three and six
month periods ending December 31, 2001 or the fiscal year ending June 30, 2002.
For further information, reference should be made to the consolidated financial
statements included in Barr's Annual Report on Form 10-K for the year ended June
30, 2001 and Quarterly Report on Form 10-Q for the quarter ended September 30,
2001 and the Company's Registration Statement on Form S-4.
BARR LABORATORIES, INC.
CURRENT REPORT
(dated December 20,2001)
Summarized Financial Information
(in thousands of dollars)
Combined Selected Post-Merger Financial Information
(unaudited, in thousands)
For November 1, 2001-November 30, 2001
Total revenues $ 134,745
Net earnings 19,950
As of November 30, 2001
Total current assets $ 816,312
Total current liabilities 406,643
Total noncurrent assets 186,390
Total noncurrent liabilities 46,574
The amount reported in net earnings reflects approximately $4.1 million
in merger-related expenses including duplicate facility expenses and a portion
of severance costs.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BARR LABORATORIES, INC.
Date: December 20, 2001 /s/ WILLIAM T. MCKEE
---------------------------
William T. McKee
Senior Vice President, Chief
Financial Officer, Treasurer and
Secretary