SEC Info - Sherman Bernard C, et al. - ‘SC 13G’ on 10/23/03 re: Counsel Corp

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Sherman Bernard C, et al. – ‘SC 13G’ on 10/23/03 re: Counsel Corp

On: Thursday, 10/23/03, at 4:56pm ET · Accession #: 950136-3-2592 · File #: 5-48086

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/23/03  Sherman Bernard C                 SC 13G                 1:22K  Counsel Corp                      Capital Systems 01/FA
          Apotex Holdings Inc.
          Apotex Inc.
          Apotex Pharmaceutical Holdings Inc.
          Bernard and Honey Sherman Trust
          Sherfam Inc.
          Sherman Foundation
          Sherman Holdings Inc.
          Shermco Inc.

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                     17     48K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Address of Issuer's Principal Executive Offices: Address of Principal Business Office or, if none, Residence: Certification Citizenship: CUSIP Number: 22226R102 Identification and Classification of Members of the Group Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b) or (c), check whether the person filing is a: Name of Issuer: Name of Person Filing: Notice of Dissolution of Group Ownership Ownership of Five Percent or Less of a Class Ownership of More than Five Percent on Behalf of Another Person Title of Class of Securities
1	1st Page - Filing Submission
11	Item 1(a). Name of Issuer:
"	Item 1(b). Address of Issuer's Principal Executive Offices:
"	Item 2(a). Name of Person Filing:
"	Item 2(b). Address of Principal Business Office or, if none, Residence:
"	Item 2(c). Citizenship:
"	Item 2(d). Title of Class of Securities
"	Item 2(e). CUSIP Number: 22226R102
"	Item 3. If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b) or (c), check whether the person filing is a:
12	Item 4. Ownership
13	Item 5. Ownership of Five Percent or Less of a Class
14	Item 6. Ownership of More than Five Percent on Behalf of Another Person
"	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
"	Item 8. Identification and Classification of Members of the Group
"	Item 9. Notice of Dissolution of Group
"	Item 10. Certification

SC 13G 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.__)*

Counsel Corporation
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

22226R102
(CUSIP Number)

October 23, 2003
(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 l3d-1(c)
[ ] Rule 13d-1(d)

*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 in 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).

SC 13G 2nd Page of 17 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No. 22226R102

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. CITIZENSHIP OR PLACE OF ORGANIZATION

Canadian

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

500,250

6. SHARED VOTING POWER

1,834,550

7. SOLE DISPOSITIVE POWER

500,250

8. SHARED DISPOSITIVE POWER

1,834,550

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,334,800

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.8%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

SC 13G 3rd Page of 17 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No. 22226R102

1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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. CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

854,400

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

854,400

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

854,400

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

SC 13G 4th Page of 17 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No. 22226R102

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. CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

6. SHARED VOTING POWER

854,400

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

854,400

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

854,400

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC, CO

SC 13G 5th Page of 17 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No. 22226R102

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. CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

6. SHARED VOTING POWER

854,400

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

854,400

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

854,400

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC, CO

SC 13G 6th Page of 17 TOC 1st Previous Next ↓Bottom Just 6th
CUSIP No. 22226R102

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. CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

6. SHARED VOTING POWER

854,400

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

854,400

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

854,400

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC, CO

SC 13G 7th Page of 17 TOC 1st Previous Next ↓Bottom Just 7th
CUSIP No. 22226R102

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. CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

6. SHARED VOTING POWER

854,400

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

854,400

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

854,400

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC, CO

SC 13G 8th Page of 17 TOC 1st Previous Next ↓Bottom Just 8th
CUSIP No. 22226R102

1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Apotex Pharmaceutical Holdings Inc.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [ ]
(b) [x]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

6. SHARED VOTING POWER

854,400

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

854,400

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

854,400

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC, CO

SC 13G 9th Page of 17 TOC 1st Previous Next ↓Bottom Just 9th
CUSIP No. 22226R102

1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Apotex Inc.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [ ]
(b) [x]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

6. SHARED VOTING POWER

854,400

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

854,400

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

854,400

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC, CO

SC 13G 10th Page of 17 TOC 1st Previous Next ↓Bottom Just 10th
CUSIP No. 22226R102

1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sherman Foundation

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [ ]
(b) [x]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

6. SHARED VOTING POWER

980,150

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

980,150

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

980,150

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.0%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

SC 13G 11th Page of 17 TOC 1st Previous Next ↓Bottom Just 11th
Item 1(a) Name of Issuer:

Counsel Corporation (the "Issuer").

Item 1(b) Address of Issuer's Principal Executive Offices:

Exchange Tower, Suite 1300
130 King Street West
Toronto, Ontario M5X 1E3

Item 2(a) Name of Person Filing:

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"),
who has voting and dispositive control, as president and a member, of Sherman
Foundation ("Foundation"), who owns Debentures (as defined in Item 4) of the
Issuer, 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 Holdings"); (vi)
Apotex Holdings which owns all of the outstanding capital stock of Apotex
Pharmaceutical Holdings Inc. ("APHI"); (vii) APHI which owns all of the
outstanding capital stock of Apotex Inc. ("Apotex"); (viii) Apotex which
directly owns Common Stock (as defined below) of the Issuer; and (ix) the
Foundation which directly owns Common Stock and Debentures of the Issuer
(individually, a "Reporting Person" and, collectively, the "Reporting
Persons").*

Item 2(b) Address of Principal Business Office or, if none, Residence:

The principal business address for Dr. Sherman, Sherman Trust, Sherman
Holddings, Shermco, Sherfam, Apotex Holdings, APHI, Apotex and the Foundation is
150 Signet Drive, Weston, Ontario Canada M9L 1T9.

Item 2(c) Citizenship:

Dr. Sherman is a Canadian citizen, Sherman Trust is a Canadian Trust
formed under the laws of the Province of Ontario, Sherman Holdings is a Canadian
corporation organized under the laws of the Province of Ontario, Shermco is a
Canadian corporation organized under the laws of the Province of Ontario,
Sherfam is a Canadian corporation organized under the laws of the Province of
Ontario, Apotex Holdings is a Canadian corporation organized under the laws of
the Province of Ontario, APHI is a Canadian corporation organized under the laws
of the Province of Ontario, Apotex is a Canadian corporation organized under the
laws of the Province of Ontario and the Foundation was incorporated pursuant to
the Society Act under the laws of the Province of British Columbia.

Item 2(d) Title of Class of Securities

Common Stock, no par value (the "Common Stock").

Item 2(e) CUSIP Number: 22226R102.

Item 3. If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b) or
(c), check whether the person filing is a:

-------------------------
* 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) or Section 13(g) of the Act.

SC 13G 12th Page of 17 TOC 1st Previous Next ↓Bottom Just 12th
(a) [ ] Broker or dealer registered under section 15 of the Act.

(b) [ ] Bank as defined in section 3(a) (6) of the Act.

(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940.

(e) [ ] An investment adviser in accordance with Rule 13d-1(b) (1) (ii)
(E).

(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b) (1) (ii) (F).

(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b) (1) (ii) (G).

(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.

(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c) (14) of the Investment Company Act of
1940.

(j) [ ] Group, in accordance with Rule 13d-1(b) (1) (ii) (J).

Item 4. Ownership.

(a), (b) and (c)

SC 13G 13th Page of 17 TOC 1st Previous Next ↓Bottom Just 13th
[Enlarge/Download Table]

Reporting Person Amount Percent Sole Power Shared Power to Sole Power to Shared Power to
---------------- Beneficially of to Vote or Vote or Direct Dispose or Dispose or
Owned Class (5) Direct the the Direct the Direct the
----------- --------- Vote Vote Disposition of Disposition of
---------- --------------- -------------- --------------

1. Dr. Sherman 2,334,800(1)(2)(3)(4) 4.8 500,250(3) 1,834,550(2)(4) 500,250 (3) 1,834,550(1)(2)4)
2. Sherman Trust 854,400(1) 1.8 0 854,400(1) 0 854,400(1)
3. Sherman Holdings 854,400(1) 1.8 0 854,400(1) 0 854,400(1)
4. Shermco 854,400(1) 1.8 0 854,400(1) 0 854,400(1)
5. Sherfam 854,400(1) 1.8 0 854,400(1) 0 854,400(1)
6. Apotex Holdings 854,400(1) 1.8 0 854,400(1) 0 854,400(1)
7. APHI 854,400(1) 1.8 0 854,400(1) 0 854,400(1)
8. Apotex 854,400(1) 1.8 0 854,400(1) 0 854,400(1)
9. Foundation 980,150(4) 2.0 0 980,150(4) 0 980,150(4)

(1) By virtue of the relationships described in Item 2(a) above, Dr. Sherman,
Sherman Trust, Sherman Holdings, Shermco, Sherfam, Apotex Holdings and APHI may
be deemed to possess indirect beneficial ownership of the shares of Common Stock
beneficially owned by Apotex.

(2) By virtue of the relationships described in Item 2(a) above, Dr. Sherman may
be deemed to possess indirect beneficial ownership of the shares of Common Stock
beneficially owned by the Foundation. Dr. Sherman disclaims beneficial ownership
of the shares of Common Stock beneficially owned by the Foundation.

(3) 500,250 of such shares of Common Stock are issuable on maturity of $725,000
principal amount of the Issuer's 6% Convertible Unsecured Subordinated
Debentures due October 31, 2003 (the "Debentures") owned by Dr. Sherman.

(4) 576,150 of such shares of Common Stock are issuable on maturity of $835,000
principal amount of the Debentures owned by the Foundation.

(5) The Issuer has commenced a cash tender offer to purchase all of the
$40,861,000 aggregate principal amount of the Debentures outstanding (the
"Tender Offer"). Pursuant to the Trust Indenture under which the Debentures were
issued, the aggregate principal amount of any Debentures not tendered in the
Tender Offer will be paid on maturity in Common Stock. Holders that elect not to
tender their Debentures into the Tender Offer will be entitled to receive 690
shares of Common Stock per US$1,000 principal amount of Debentures on maturity.
For purposes of calculating the Percent of Class, the Reporting Persons have
assumed that no holder of the Debentures elects to tender its Debentures into
the Tender Offer and that an aggregate of approximately 28,194,000 shares of
Common Stock are issued on the maturity of the Debentures.

The filing of this statement by Dr. Sherman, Sherman Trust, Sherman
Holdings, Shermco, Sherfam, Apotex Holdings and APHI shall not be construed as
an admission that any of Dr. Sherman, Sherman Trust, Sherman Holdings, Shermco,
Sherfam, Apotex Holdings or APHI, 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.

The Reporting Persons are filing this Schedule 13G even though the
Reporting Persons have never acquired more than 5% of the Issuer's outstanding
Common Stock as a result of their own actions. The Reporting Persons became the
owners of more than 5% of the Issuer's outstanding Common Stock as a result of
the Issuer's program of purchasing shares of its Common Stock in the open market
from time to time, as reported in the Issuer's Annual Report on Form 20-F/A for
the year ended December 31, 2002. As a consequence of the periodic repurchases,
it cannot be determined with certainty when the Reporting Persons became the
owners of greater than 5% of the Common Stock.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date
hereof the reporting persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

SC 13G 14th Page of 17 TOC 1st Previous Next ↓Bottom Just 14th
Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

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.

See Exhibit B attached hereto.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below the undersigned certifies that, to the best of its
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.

SC 13G 15th Page of 17 TOC 1st Previous Next ↓Bottom Just 15th
SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.

Dated: October 23, 2003

/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, Chairman

SHERFAM INC.

By: /s/ Bernard C. Sherman
--------------------------
Bernard C. Sherman, Chairman

APOTEX HOLDINGS INC.

By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman, President

APOTEX PHARMACEUTICAL HOLDINGS INC.

By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman, Chairman
and Chief Executive Officer

APOTEX INC.

By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman, Chairman
and Chief Executive Officer

SHERMAN FOUNDATION

By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman, President

SC 13G 16th Page of 17 TOC 1st Previous Next ↓Bottom Just 16th
EXHIBIT A
JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule l3G with
respect to the Common Stock of Counsel Corporation dated October 23, 2003 is,
and any further amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in accordance with
the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.

Dated: October 23, 2003 /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, Chairman

SHERFAM INC.

By: /s/ Bernard C. Sherman
--------------------------
Bernard C. Sherman, Chairman

APOTEX HOLDINGS INC.

By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman, President

APOTEX PHARMACEUTICAL HOLDINGS INC.

By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman, Chairman
and Chief Executive Officer

APOTEX INC.

By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman, Chairman
and Chief Executive Officer

SHERMAN FOUNDATION

By: /s/ Bernard C. Sherman
----------------------
Bernard C. Sherman, President

SC 13G Last Page of 17 TOC 1st Previous Next ↓Bottom Just 17th
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP

Bernard C. Sherman
Bernard and Honey Sherman Trust
Sherman Holdings Inc.
Shermco Inc.
Sherfam Inc.
Apotex Holdings Inc.
Apotex Pharmaceutical Holdings Inc.
Apotex Inc.
Sherman Foundation

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G’ Filing	Date	First	Last	Other Filings

	10/31/03	13		3
Filed on:	10/23/03	1	16	SC 13D/A
	12/31/02	13		20-F, 20-F/A
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Filing Submission 0000950136-03-002592 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Sherman Bernard C, et al. – ‘SC 13G’ on 10/23/03 re: Counsel Corp

On: Thursday, 10/23/03, at 4:56pm ET · Accession #: 950136-3-2592 · File #: 5-48086

Previous ‘SC 13G’: ‘SC 13G/A’ on 2/17/98 · Next: ‘SC 13G’ on 3/15/04 · Latest: ‘SC 13G/A’ on 4/22/13

Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents