CUSIP NO. 714290103 13G/A PAGE 1 OF 7 PAGES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Information to be included in Statements filed pursuant to Rules
13d-1(b), (c), and (d) and Amendments thereto filed pursuant to Rule 13d-2(b)
(Amendment No. 4)(1)
PERRIGO COMPANY
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
714290103
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) 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 the 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).
Page 1 of 7 Pages
No Exhibit Index
CUSIP NO. 714290103 13G/A PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael J. Jandernoa
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
6,048,763
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,048,763
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,524,953
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
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12 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* SEE INSTRUCTION BEFORE FILLING OUT!
** SEE ITEM 4 OF THIS FILING
CUSIP NO. 714290103 13G/A PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael J. Jandernoa Trust
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
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5 SOLE VOTING POWER
5,891,305
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,891,305
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,891,305
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO--Trust
--------------------------------------------------------------------------------
* SEE INSTRUCTION BEFORE FILLING OUT!
** SEE ITEM 4 OF THIS FILING
CUSIP NO. 714290103 13G/A PAGE 4 OF 7 PAGES
ITEM 1.
(a) Name of Issuer: Perrigo Company
(b) Address of Issuer's Principal Executive Offices: 515 Eastern Avenue
Allegan, Michigan 49010
ITEM 2.
(a)-(c) Name, Principal Business Address and Citizenship of Person Filing:
Michael J. Jandernoa
c/o Law Weathers & Richardson
333 Bridge Street, NW, Suite 800
Grand Rapids, Michigan 49504
Citizenship: United States
(d) Title of Class of Securities: Common Stock, without par value.
(e) CUSIP Number: 714290103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
(a)-(j) Not Applicable.
ITEM 4. OWNERSHIP
(a) Mr. Jandernoa is the beneficial owner of 6,524,953 shares of the Issuer's
common stock, without par value. Mr. Jandernoa owns 2,191 shares of the
Issuer's common stock. The Michael J. Jandernoa Trust, of which Mr.
Jandernoa is the sole trustee, holds 5,891,305 shares of the Issuer's
common stock. The Michael J. Jandernoa Grantor Trust 2, of which Mr.
Jandernoa is the sole trustee and has a reversionary interest, holds
136,986 shares of the Issuer's common stock. Mr. Jandernoa holds sole
voting and dispositive power in both the Michael J. Jandernoa Trust and the
Michael J. Jandernoa Grantor Trust 2. The Susan M. Jandernoa Trust holds
339,204 shares of the Issuer's common stock. Mrs. Jandernoa is the sole
trustee and holds sole voting and dispositive power for the shares of
common stock held by the Susan M. Jandernoa Trust. The Susan M. Jandernoa
Grantor Trust 2 holds 136,986 shares of the Issuer's common stock. Mrs.
Jandernoa is the sole trustee and holds sole voting and dispositive power
for the shares of common stock held by the Susan M. Jandernoa Grantor Trust
2. Mr. Jandernoa holds stock options that give him the right to acquire
18,281 shares of the Issuer's common stock within 60 days of the date of
this filing. The figures above are as of December 31, 2004.
CUSIP NO. 714290103 13G/A PAGE 5 OF 7 PAGES
On November 14, 2004, Mr. Jandernoa entered into a Voting Agreement with
Agis Industries (1983) Ltd., an Israeli public company ("Agis") pursuant to
which Mr. Jandernoa agreed to vote all shares of Issuer's common stock
owned by him on the date of the vote in favor of the issuance of Issuer
common stock contemplated in the merger of one of Issuer's subsidiaries
with and into Agis (the "Share Issuance"). In addition, pursuant to the
Voting Agreement, Mr. Jandernoa has executed and delivered to Agis an
irrevocable proxy to vote all shares owned by him in favor of the Share
Issuance. As a result of the Voting Agreement and the related proxy, Mr.
Jandernoa has no voting power with respect to the Share Issuance, but he
retains voting power with respect to all other matters. The Voting
Agreement does not affect Mr. Jandernoa's dispositive power.
(b) As of December 31, 2004, Mr. Jandernoa was the beneficial owner of 9.1% of
the Issuer's outstanding common stock, without par value. The Issuer's most
recent Form 10-Q (for the quarterly period ended December 25, 2004) lists
71,562,269 shares of the Issuer's common stock, outstanding as of January
25, 2005. In addition, Mr. Jandernoa holds stock options, which give him
the right to acquire 18,281 shares of the Issuer's common stock within 60
days of the date of this filing. Mr. Jandernoa's beneficial ownership
percentage is based on a total of 71,580,550 shares of the Issuer's common
stock, which consists of the Issuer's outstanding common stock plus shares
that would become outstanding if Mr. Jandernoa exercised his stock options.
As of December 31, 2004, the Michael J. Jandernoa Trust held 8.2% of the
Issuer's outstanding common stock, without par value. The beneficial
ownership percentage of the Michael J. Jandernoa Trust is based on the
Issuer's 71,562,269 shares of common stock outstanding as of January 25,
2005.
(c) (i) Mr. Jandernoa has sole power to vote or direct the vote of 6,048,763
shares of common stock.
(ii) Mr. Jandernoa does not share power to vote or to direct the vote of
any shares of common stock.
(iii) Mr. Jandernoa has sole power to dispose or direct the disposition of
6,048,763 shares of common stock.
(iv) Mr. Jandernoa does not share power to dispose or to direct the
disposition of any shares of common stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The Michael J. Jandernoa Trust, of which Mr. Jandernoa is the trustee,
holds 5,891,305 shares of the Issuer's common stock.
CUSIP NO. 714290103 13G/A PAGE 6 OF 7 PAGES
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP NO. 714290103 13G/A PAGE 7 OF 7 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.
February 10, 2005
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Date
/s/ Michael J. Jandernoa
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Signature
/s/ Michael J. Jandernoa
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As trustee of the Michael J. Jandernoa
Trust and in his individual capacity