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Sherman Bernard C, et al. – ‘SC 13D’ on 12/29/03 re: Counsel Corp

On: Monday, 12/29/03, at 4:26pm ET · Accession #: 950136-3-3208 · File #: 5-48086

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

12/29/03  Sherman Bernard C                 SC 13D                 3:62K  Counsel Corp                      Capital Systems 01/FA
          Apotex Holdings Inc.
          Apotex Inc.
          Sherfam Inc.
          Sherman Foundation
          Sherman Holdings Inc.
          Shermco Inc.
          The Bernard Sherman 2000 Trust

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             21     66K 
 2: EX-99.A     Agreement Between Reporting Persons                    2±     9K 
 3: EX-99.B     Miscellaneous Exhibit                                  9     34K

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
10	Item 1. Security and Issuer
"	Item 2. Identity and Background
14	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
15	Item 5. Interest in Securities of the Issuer
16	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
19	Item 7. Material to be Filed as Exhibits

SC 13D 1st Page of 21 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
 (Amendment No. )*

 Counsel Corporation
(Name of Issuer)

 Common Shares without par value
(Title of Class of Securities)

 22226R102
(CUSIP Number)

 Meyer F. Florence
150 Signet Drive
 Weston, Ontario, Canada M9L 1T9
(416) 749-9300
(Name, Address and Telephone Number of Person Authorized to Received Notices
 and Communications)

 December 19, 2003
 (Date of Event which Requires Filing of this Statement)

       If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is      
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or             
240.13d-1(g), check the following box /X/.                                      

NOTE: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Rule 13d-7 for other        
parties to whom copies are to be sent.                                          

*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 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).                                                                         

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SCHEDULE 13D
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)       SOURCE OF FUNDS (SEE INSTRUCTIONS)                                     
PF, SC                                      

5)       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEMS 2(d) or 2(e)                                            
---                   

6)       CITIZENSHIP OR PLACE OF ORGANIZATION                                   
Ontario, Canada                             

NUMBER OF                  7)      SOLE VOTING POWER                            
SHARES                             579,150                                      
BENEFICIALLY               8)      SHARED VOTING POWER                          
OWNED BY                           11,834,550                                   
EACH                       9)      SOLE DISPOSITIVE POWER                       
REPORTING                          579,150                                      
PERSON WITH                10)     SHARED DISPOSITIVE POWER                     
11,834,550

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
12,413,700                                  

12)      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
(SEE INSTRUCTIONS)                                            

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
21.2%                                       

14)      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                            
IN                                          

2 

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SCHEDULE 13D
CUSIP No. 22226R102                                                             

1)       NAMES OF REPORTING PERSONS                                             
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   
The Bernard Sherman 2000 Trust              

2)       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)                                         
---                                 
(b)  X                                      
---                                 

3)       SEC USE ONLY                                                           

4)       SOURCE OF FUNDS (SEE INSTRUCTIONS)                                     

5)       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEMS 2(d) or 2(e)                                            
---                   

6)       CITIZENSHIP OR PLACE OF ORGANIZATION                                   
Ontario, Canada                             

NUMBER OF                  7)      SOLE VOTING POWER                            
SHARES                             0                                            
BENEFICIALLY               8)      SHARED VOTING POWER                          
OWNED BY                           10,854,400                                   
EACH                       9)      SOLE DISPOSITIVE POWER                       
REPORTING                          0                                            
PERSON WITH                10)     SHARED DISPOSITIVE POWER                     
10,854,400

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
10,854,400                                                    

12)      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
(SEE INSTRUCTIONS)                                            

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
18.5%                                       

14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                 
OO                                          

3 

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SCHEDULE 13D
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)       SOURCE OF FUNDS (SEE INSTRUCTIONS)                                     

5)       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEMS 2(d) or 2(e)                                            
---                   

6)       CITIZENSHIP OR PLACE OF ORGANIZATION                                   
Ontario, Canada                             

NUMBER OF                  7)      SOLE VOTING POWER                            
SHARES                             0                                            
BENEFICIALLY               8)      SHARED VOTING POWER                          
OWNED BY                           10,854,400                                   
EACH                       9)      SOLE DISPOSITIVE POWER                       
REPORTING                          0                                            
PERSON WITH                10)     SHARED DISPOSITIVE POWER                     
10,854,400

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
10,854,400                                  

12)      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
(SEE INSTRUCTIONS)                                            

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
18.5%                                       

14)      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                            
HC, CO                                      

4 

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SCHEDULE 13D
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)       SOURCE OF FUNDS (SEE INSTRUCTIONS)                                     

5)       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEMS 2(d) or 2(e)                                            
---                   

6)       CITIZENSHIP OR PLACE OF ORGANIZATION                                   
Ontario, Canada                             

NUMBER OF                  7)      SOLE VOTING POWER                            
SHARES                             0                                            
BENEFICIALLY               8)      SHARED VOTING POWER                          
OWNED BY                           10,854,400                                   
EACH                       9)      SOLE DISPOSITIVE POWER                       
REPORTING                          0                                            
PERSON WITH                10)     SHARED DISPOSITIVE POWER                     
10,854,400

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
10,854,400                                  

12)      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
(SEE INSTRUCTIONS)                                            

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
18.5%                                       

14)      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                            
HC, CO                                      

5 

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SCHEDULE 13D
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)       SOURCE OF FUNDS (SEE INSTRUCTIONS)                                     
WC                                          

5)       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEMS 2(d) or 2(e)                                            
---                   

6)       CITIZENSHIP OR PLACE OF ORGANIZATION                                   
Ontario, Canada                             

NUMBER OF                  7)      SOLE VOTING POWER                            
SHARES                             0                                            
BENEFICIALLY               8)      SHARED VOTING POWER                          
OWNED BY                           10,854,400                                   
EACH                       9)      SOLE DISPOSITIVE POWER                       
REPORTING                          0                                            
PERSON WITH                10)     SHARED DISPOSITIVE POWER                     
10,854,400

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
10,854,400                                  

12)      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
(SEE INSTRUCTIONS)                                            

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
18.5%                                       

14)      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                            
HC, CO                                      

6 

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SCHEDULE 13D
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)       SOURCE OF FUNDS (SEE INSTRUCTIONS)                                     

5)       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEMS 2(d) or 2(e)                                            
---                   

6)       CITIZENSHIP OR PLACE OF ORGANIZATION                                   
Ontario, Canada                             

NUMBER OF                  7)      SOLE VOTING POWER                            
SHARES                             0                                            
BENEFICIALLY               8)      SHARED VOTING POWER                          
OWNED BY                           854,400                                      
EACH                       9)      SOLE DISPOSITIVE POWER                       
REPORTING                          0                                            
PERSON WITH                10)     SHARED DISPOSITIVE POWER                     
854,400   

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
854,400                                     

12)      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
(SEE INSTRUCTIONS)                                            

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
1.5%                                        

14)      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                            
HC, CO                                      

7 

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SCHEDULE 13D
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)       SOURCE OF FUNDS (SEE INSTRUCTIONS)                                     

5)       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEMS 2(d) or 2(e)                                            
---                   

6)       CITIZENSHIP OR PLACE OF ORGANIZATION                                   
Ontario, Canada                             

NUMBER OF                  7)      SOLE VOTING POWER                            
SHARES                             0                                            
BENEFICIALLY               8)      SHARED VOTING POWER                          
OWNED BY                           854,400                                      
EACH                       9)      SOLE DISPOSITIVE POWER                       
REPORTING                          0                                            
PERSON WITH                10)     SHARED DISPOSITIVE POWER                     
854,400   

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
854,400                                     

12)      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
(SEE INSTRUCTIONS)                                            

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
1.5%                                        

14)      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                            
HC, CO                                      

8 

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SCHEDULE 13D
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)       SOURCE OF FUNDS (SEE INSTRUCTIONS)                                     
SC                                          

5)       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEMS 2(d) or 2(e)                                            
---                   

6)       CITIZENSHIP OR PLACE OF ORGANIZATION                                   
Ontario, Canada                             

NUMBER OF                  7)      SOLE VOTING POWER                            
SHARES                             0                                            
BENEFICIALLY               8)      SHARED VOTING POWER                          
OWNED BY                           980,150                                      
EACH                       9)      SOLE DISPOSITIVE POWER                       
REPORTING                          0                                            
PERSON WITH                10)     SHARED DISPOSITIVE POWER                     
980,150   

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
980,150                                     

12)      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
(SEE INSTRUCTIONS)                                            

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
1.7%                                        

14)      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                            
OO                                          

9 

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Item 1. Security and Issuer                                                     

        The title and class of equity security to which this statement relates
is: Common Shares without par value ("Common Shares"). The name and address of  
the principal executive office of the issuer is: Counsel Corporation (the       
"Issuer"), Exchange Tower, Suite 1300, 130 King Street West, Toronto, Ontario,  
Canada M5X 1E3.                                                                 

Item 2. Identity and Background                                                 

         (a) This statement is being filed jointly by the following parties: (i)
Bernard C. Sherman ("Dr. Sherman"), who directly owns 579,150 Common Shares of  
the Issuer, who has sole voting and dispositive control, as the sole trustee, of
The Bernard Sherman 2000 Trust ("Sherman Trust"), who has voting and dispositive
control, as president and a member, of Sherman Foundation ("Foundation") which  
directly owns 980,150 Common Shares 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 directly has beneficial ownership of 10,000,000  
Common Shares issuable upon conversion of Preferred Shares, Series A of the     
Issuer and owns all the outstanding capital stock of Apotex Holdings Inc.       
("Apotex Holdings"); (vi) Apotex Holdings which indirectly owns all of the      
outstanding capital stock of Apotex Inc. ("Apotex"); (vii) Apotex which directly
owns 854,400 Common Shares of the Issuer; and (viii) the Foundation which       
directly owns 980,150 Common Shares of the Issuer (individually, a "Reporting   
Person" and, collectively, the "Reporting Persons").*                           

      For each of the corporations (or trust or foundation ) listed above,
the following is a list of each executive officer, director and person          
controlling such corporation and each executive officer and director of any     
corporation or other person ultimately in control of such corporation (or trust 
or foundation):                                                                 

(i)   Sherman Trust:                                          

Sole Trustee: Bernard C. Sherman                  

(ii)  Sherman Holdings:                                       

Directors:    Bernard C. Sherman                  
       Michael ("Meyer") F. Florence

              Officers:     Bernard C. Sherman         President and Secretary
                   Michael F. Florence        Vice President

(iii) Shermco:                                                

Directors:    Bernard C. Sherman                  
Michael  F. Florence  
Jack M. Kay           
R. Craig Baxter       

----------                                                                      
*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) of the Act.                                            

10

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              Officers:     Bernard C. Sherman         Chief Executive Officer
                                            and Chairman
              Michael F. Florence        President
                   Jack M. Kay                Vice President
                    R. Craig Baxter            Vice President,
                                                       Secretary and Treasurer

(iv)  Sherfam:                                                

Directors:    Bernard C. Sherman                  
Michael  F. Florence  
Jack M. Kay           
R. Craig Baxter       

Officers:     Bernard C. Sherman         Chairman 
              Michael F. Florence        President
                   Jack M. Kay                Vice President
                    R. Craig Baxter            Vice President,
                                                       Secretary and Treasurer

(v)   Apotex Holdings:                                        

Directors:    Bernard C. Sherman                  
Michael  F. Florence  
R. Craig Baxter       

Officers:     Bernard C. Sherman         President
                   Michael F. Florence        Vice President
                            R. Craig Baxter            Secretary and Treasurer

(vi)  Apotex:                                                 

Directors:    Bernard C. Sherman                  
Jack M. Kay           

              Officers:     Bernard C. Sherman         Chief Executive Officer
                                            and Chairman
                        Jack M. Kay                President and Chief
                                                 Operating Officer
                   Michael F. Florence        Vice President
                   Honey Sherman              Vice President
                    R. Craig Baxter            Vice President,
                                                       Secretary and Treasurer

(vii) Foundation:                                             

Directors:    Bernard C. Sherman                  
Jack M. Kay           
Anthony Miezlaiskis   

Officers:     Bernard C. Sherman         President
              Jack M. Kay                Secretary
              Anthony Miezlaiskis        Treasurer

11

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     (b) The principal office or residence address of each of the persons listed
in Item 2(a) above is as follows:                                               

(i)    Sherman Trust, Sherman Holdings, Shermco, Sherfam,   
Apotex Holdings, Apotex and Foundation each have a principal business and office
address at 150 Signet Drive, Weston, Ontario, Canada M9L 1T9.                   

          (ii)   Dr. Sherman has a principal office address at 150 Signet Drive,
Weston, Ontario, Canada M9L 1T9.                                                

(iii)  Michael F. Florence has a principal office address at
150 Signet Drive, Weston, Ontario, Canada M9L 1T9.                              

          (iv)   Jack M. Kay has a principal office address at 150 Signet Drive,
Weston, Ontario, Canada M9L 1T9.                                                

       (v)    R. Craig Baxter has a principal office address at 150 Signet
Drive, Weston, Ontario, Canada M9L 1T9.                                         

     (vi)   Honey Sherman has a principal office address at 150 Signet
Drive, Weston, Ontario, Canada M9L 1T9.                                         

(vii) Anthony Miezlaiskis has a principal office address at 
150 Signet Drive, Weston, Ontario, Canada M9L 1T9.                              

     (c) The principal business of each of the persons listed in Item 2(a) above
is as follows:                                                                  

(i)    Sherman Trust: Family Trust                          

(ii)   Sherman Holdings: Holding Company                    

(iii)  Shermco: Holding Company                             

(iv)   Sherfam: Holding Company                             

(v)    Apotex Holdings: Holding Company                     

(vi)   Apotex : Pharmaceutical and Holding Company          

(vii)  Foundation: Private Foundation                       

         (viii) Bernard C. Sherman: Dr. Sherman is Chief Executive Officer and
       Chairman of the Board of Apotex, a Canadian manufacturer of generic
     and brand name drugs. He is also Chairman of the Board of Cangene
Corporation, sole trustee of Sherman Trust,                 

12

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          President of Sherman Holdings, Chief Executive Officer and Chairman of
  Shermco, Chairman of Sherfam, President of Apotex Holdings and
President of Foundation.                                    

          (ix)   Michael F. Florence: Mr. Florence has been President of Sherfam
   since 1989. He is also a director and Vice President of Sherman
      Holdings, a director and President of Shermco, a director and Vice
  President of Apotex Holdings and Vice President of Apotex. Mr.
Florence and Dr. Sherman are brothers-in-law.               

    (x)    Jack M. Kay: Mr. Kay is President of Apotex. He is also a
director of Shermco and Sherfam.                            

        (xi)   R. Craig Baxter: Mr. Baxter is a director and Vice President,
      Secretary and Treasurer of Shermco. He is also a director and Vice
 President, Secretary and Treasurer of Sherfam, a director and
  Secretary and Treasurer of Apotex Holdings and Vice President,
Secretary and Treasurer of Apotex.                          

        (xii)  Honey Sherman is Vice President of Apotex. Ms. Sherman is the
spouse of Dr. Sherman.                                      

(xiii) T. Miezlaiskis is Treasurer of Foundation.           

  (d) During the past five years, none of the Reporting Persons or, to the
best knowledge and belief of the Reporting Persons, any of the persons listed in
Item 2(a) above has been convicted in a criminal proceeding (excluding traffic  
violations or similar misdemeanors).                                            

  (e) During the past five years, none of the Reporting Persons or, to the
best knowledge and belief of the Reporting Persons, any of the persons listed in
Item 2(a) above has been or is subject to a judgment, decree or final order     
enjoining future violations of, or prohibiting or mandating activities subject  
to, federal or state securities laws or finding any violation relating to such  
laws.                                                                           

    (f) The place of organization or citizenship of each of the persons listed
in Item 2(a) above is as follows:                                               

       (i)    Sherman Trust:      Trust formed under the laws of Ontario, Canada

(ii)   Sherman Holdings:   Ontario Business Corporation           

(iii)  Shermco:            Ontario Business Corporation           

(iv)   Sherfam:            Ontario Business Corporation           

(v)    Apotex Holdings:    Ontario Business Corporation           

(vi)   Apotex:             Ontario Business Corporation           

    (vii)  Foundation:         Foundation formed under the laws of British
Columbia    

(viii) Dr. Sherman:        Ontario, Canada                        

13  

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(ix)   Michael F. Florence:      Ontario, Canada            

(x)    Jack M. Kay:              Ontario, Canada            

(xi)   R. Craig Baxter:          Ontario, Canada            

(xii)  Honey Sherman:            Ontario, Canada            

(xiii) T. Miezlaiskis:           Ontario, Canada            

Item 3. Source and Amount of Funds or Other Consideration                       

   The Reporting Persons filed a Schedule 13G on October 23, 2003 to
report the ownership of an aggregate of 2,334,800 Common Shares (1,076,400 of   
which were issuable upon maturity of the Issuer's 6% Convertible Unsecured      
Subordinated Debentures due October 31, 2003 (the "Debentures")). This Schedule 
13D is being filed to report the acquisition of beneficial ownership of an      
additional 10,000,000 Common Shares by the Reporting Persons through the        
purchase on December 19, 2003 by Sherfam in a private placement (the            
"Placement") of 10,000,000 Preferred Shares, Series A of the Issuer ("Preferred 
Shares") for an aggregate purchase price of US$15,000,000, which Preferred      
Shares are convertible into Common Shares. The source of funds with which       
Sherfam acquired the Preferred Shares in the Placement was from working capital.
From November 17 through November 19, 2003 Dr. Sherman purchased an aggregate of
78,900 Common Shares in open market transactions for an aggregate purchase price
of US$101,662. Dr. Sherman used his personal funds in effecting such purchases. 
Also, the Issuer had 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 were to be paid on maturity in Common Shares. Holders of the       
Debentures that elected not to tender their Debentures into the Tender Offer    
were entitled to receive 690 Common Shares per US$1,000 principal amount of     
Debentures on maturity. Accordingly, on October 31, 2003, (i) as the holder of  
an aggregate of US$725,000 principal amount of Debentures, Dr. Sherman received 
500,250 Common Shares and (ii) as the holder of an aggregate of US$835,000      
principal amount of Debentures, Foundation received 576,150 Common Shares.      

Item 4. Purpose of Transaction                                                  

         The Reporting Persons acquired the Common Shares of the Issuer to which
this Schedule 13D relates solely for investment purposes. Other than the right  
to designate a director of the Issuer which right Sherfam has not yet exercised 
and the possible acquisition of additional Common Shares upon conversion of any 
Preferred Shares issued to Sherfam in lieu of cash dividends on the Preferred   
Shares, the Reporting Persons do not have any present plans or proposals which  
relate to or would result in actions referred in clauses (a) through (j) of     
Item 4 of Schedule 13D. Each of the Reporting Persons expects to evaluate on an 
ongoing basis the Issuer's financial condition, business, operations and        
prospects, the market price of the Common Shares, conditions in the securities  
markets generally, general economic conditions and other factors. Accordingly,  
each Reporting Person reserves the right to change its plans and intentions at  
any time, as it deems appropriate. In particular, any Reporting Person may      
purchase additional Common Shares, or may sell or otherwise dispose of all or   
portions of the Common Shares beneficially owned by such Reporting Person, in   
public and private transactions and/or may enter into privately negotiated      
derivative transactions with institutional counterparts to hedge the market risk
of some or all of its positions in, or to obtain greater exposure to, the Common
Shares or other securities. Any such Transactions may be effected at any time or
from time to time, subject to any applicable limitations imposed on the sale    
of any of their Common Shares by the Act and by applicable Canadian law. See    
"Item 6."                                                                       

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Item 5. Interest in Securities of the Issuer                                    

(a) and (b)                                                   

                                                        [Enlarge/Download Table]

                        Amount                                                               Sole Power to     Shared Power to  
  Reporting Person   Beneficially   Percent of  Sole Power to Vote  Shared Power to Vote  Dispose or Direct   Dispose or Direct 
                      Owned (1)        Class    or Direct the Vote   or Direct the Vote   the Disposition of  the Disposition of
                                                                                                                                
1. Dr. Sherman       12,413,700(2)     21.2           579,150           11,834,550(2)           579,150          11,834,550(2)  
2. Sherman Trust     10,854,400(2)     18.5              0              10,854,400(2)              0             10,854,400(2)  
3. Sherman Holdings  10,854,400(2)     18.5              0              10,854,400(2)              0             10,854,400(2)  
4. Shermco           10,854,400(2)     18.5              0              10,854,400(2)              0             10,854,400(2)  
5. Shermfam          10,854,400(2)     18.5              0              10,854,400(2)              0             10,854,400(2)  
6. Apotex Holdings      854,400         1.5              0                 854,400                 0                854,400     
7. Apotex               854,400         1.5              0                 854,400                 0                854,400     
8. Foundation           980,150         1.7              0                 980,150                 0                980,150     

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

(2)      10,000,000 of such Common Shares are issuable upon conversion of the   
Preferred Shares.                                             

  The filing of this statement by Sherman Trust, Sherman Holdings,
Shermco and Apotex Holdings shall not be construed as an admission that any of  
Sherman Trust, Sherman Holdings, Shermco and Apotex Holdings, is, for the       
purposes of Section 13(d) 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.     

(c)                                                           

        The following purchase or sales of Common Shares have been made by the
Reporting Persons in the past sixty days:                                       

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                                                        [Enlarge/Download Table]

                                                Amount of                                                  Nature of        
Reporting Person  Date of the Transaction  Securities Involved         Price Per Share                 Transaction Effected 
----------------  -----------------------  ------------------------    ---------------                 ---------------------
                                                                                                                            
Dr. Sherman       October 31, 2003           500,250 Common Shares     Issued upon conversion of        From Issuer         
                                                                       US$725,000 principal amount of                       
                                                                       Debentures                                           

Foundation        October 31, 2003           576,150 Common Shares     Issued upon conversion of        From Issuer         
                                                                       US$835,000 principal amount of                       
                                                                       Debentures                                           

Dr. Sherman       November 17, 2003          45,400 Common Shares      $1.28                            Open Market Purchase

Dr. Sherman       November 18, 2003          29,500 Common Shares      $1.30                            Open Market Purchase

Dr. Sherman       November 19, 2003          4,000 Common Shares       $1.30                            Open Market Purchase

Sherfam           December 19, 2003          10,000,000 Common Shares  Issuable upon conversion of      From Issuer         
                                                                       10,000,000 Preferred Shares                          


    (d) No person other than the Reporting Persons, with respect to the Common
Shares beneficially owned by each of them, has any right to receive or the      
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Shares.                                                              

(e) Not applicable.                                                   

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer                                                        

There are no contracts, arrangements, understandings or relationships 
(legal or otherwise) among the Reporting Persons and any other person with      
respect to the securities of the Issuer except for those set forth below:       

  The Issuer has agreed with Sherfam that, as long as any Preferred Shares
remain outstanding, except with Sherfam's prior written consent, the Issuer will
not issue, or agree to issue, (a) any shares having rights equal or superior to 
the Preferred Shares or (b) any shares of the Issuer at a price less than       
US$1.50 per share or other securities of the Issuer entitling the holder thereof
to acquires shares of the Issuer at a price less than US$1.50 per such security 
or share. The foregoing restriction does not apply to the exercise or           
conversion of securities issued prior to December 19, 2003 and to shares issued 
pursuant to employee option and benefit plans.                                  

  The Issuer has agreed with Sherfam that, as long as any Preferred Shares
are owned by Sherfam, Sherfam has the right to nominate Dr. Sherman (or such    
other individual acceptable to the Issuer and Sherfam) for election by the      
Issuer's shareholders as a director of the Issuer. If requested by Sherfam, the 
Issuer has agreed, in the interim, to increase the size of the Issuer's board of
directors and appoint Dr. Sherman (or such other individual) as a director of   
the Issuer. Sherfam has not exercised this right as of the date of this         
Schedule 13D.                                                                   

 Sherfam has agreed with the Issuer that until December 19, 2006 Sherfam
will not sell, otherwise transfer, pledge or create a security interest in the  
Preferred Shares or the Common Shares issued upon conversion of the Preferred   
Shares. Notwithstanding the foregoing, transfers to "affiliates," "related      
persons" or "associates" (as such terms are defined by the Business Corporations

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Act (Ontario)) of Sherfam or to Dr. Sherman, his family members, trusts the     
beneficiaries of which include the foregoing permitted transferees or a         
charitable foundation of which Dr. Sherman is a trustee are permitted.          

  The Issuer has agreed with Sherfam that, as long as any Preferred Shares
remain outstanding, dividends declared by the Issuer on the Common Shares may   
not exceed US$0.09 per share per annum (on a non-cumulative basis). The Issuer  
has agreed that it will not declare or pay any dividends on the Common Shares,  
nor set aside funds for such purposes, if the Issuer is in default of its       
dividend or redemption obligations on the Preferred Shares.                     

The Issuer has granted Sherfam the right, with certain exceptions, to 
include all or any part of the Common Shares issuable upon conversion of the    
Preferred Shares in any registration statement filed by the Issuer with the     
Securities and Exchange Commission (the "SEC") offering Common Shares for its   
own account. The Issuer has agreed not to grant U.S. registration rights equal  
to or superior to the foregoing rights granted Sherfam.                         

The Issuer has agreed with Sherfam that the Issuer will not amend or  
otherwise alter any provisions of the Issuer's articles which adversely affect  
the holders of the Preferred Shares without the approval of the holders of the  
Preferred Shares.                                                               

     The Issuer has agreed with Sherfam that the Preferred Shares shall have the
following rights:                                                               

  (i)   Voting: In addition to the voting rights provided under applicable
          law, on all matters submitted to a vote of holders of Common Shares,
           a holder of Preferred Shares is entitled to the number of votes equal
        to the number of Common Shares into which the Preferred Shares are
           convertible (whether or not so converted) and in all ways have voting
rights and powers equal to the Common Shares.             

   (ii)  Dividends: Holders of Preferred Shares are entitled to dividends on
          such Preferred Shares in priority to all other shares of the Issuer.
         Cumulative preferential dividends payable in cash at the rate of 6%
     per year calculated on the aggregate subscription price of such
      shares are to be paid. If (i) the Issuer does not pay all or any
    part of the cash dividend within seven days after any dividend
     payment date and (ii) the volume weighted average trading price
    of the Common Shares on the Toronto Stock Exchange ("TSX") for
    the five most recent days on which the Common Shares traded on
the TSX ending on the trading day immediately prior to the
      relevant dividend payment date is equal to or less than US$1.76,
       the Issuer shall pay the accrued and unpaid dividends by way of a
stock dividend payable in additional Preferred Shares.    
   Notwithstanding the foregoing, the number of Preferred Shares
  issued as a stock dividend, when combined with the number of
     Common Shares issued in respect of accrued and unpaid dividends
   on conversion of the Preferred Shares cannot exceed 2,000,000
     shares, subject to adjustment for subdivisions or consolidation
 of the Common Shares or Preferred Shares. In such case, the
      dividend shall be payable in cash and compound at the rate of 6%
     per year. No dividends may be declared or paid or set apart for
      any other shares of the Issuer if the Issuer fails to pay any of
  the aforementioned dividends to the holders of the Preferred
Shares.                                                   

    (iii) Liquidation: In the event of the liquidation, dissolution or winding
       up of the Issuer, holders of the Preferred Shares are entitled to
receive prior and in                                      

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       preference to any distribution of any of the assets and property of
    the Issuer to the holders of all other classes of the Issuer, an
      amount equal to the aggregate subscription price for the Preferred
  Shares plus all accrued and unpaid cumulative dividends on the
Preferred Shares.                                           

  (iv)  Conversion: The Preferred Shares are convertible, at the option of
           the holders thereof, at any time after December 19, 2003, into Common
     Shares on a one-for-one basis, subject to adjustment for unpaid
     dividends and standard anti-dilution provisions involving share
   dividends, combinations or subdivisions of the Common Shares,
          reclassification and reorganization. The maximum aggregate number of
        Common Shares which may be issued on conversion of any accrued and
          unpaid dividends on the Preferred Shares so converted, when combined
    with Preferred Shares issued as a stock dividend in respect of
         accrued and unpaid dividends on the Preferred Shares, cannot exceed
     2,000,000 shares, subject to adjustment for any subdivisions or
consolidations of the Common Shares or Preferred Shares.  

     The Issuer has the right to require conversion of the Preferred
Shares at any time after December 19, 2004 as follows:    

             (i) 25% of the Preferred Shares must be converted if the Common
          Shares have not traded at or below US$3.00 on the TSX for 30
consecutive trading days;                         

              (ii) An additional 25% of the Preferred Shares must be converted
             if the Common Shares have not traded at or below US$3.50 on the
TSX for 30 consecutive trading days;              

               (iii) An additional 25% of the Preferred Shares must be converted
             if the Common Shares have not traded at or below US$3.75 on the
TSX for 30 consecutive trading days; and          

              (iv) An additional 25% of the Preferred Shares must be converted
             if the Common Shares have not traded at or below US$4.00 on the
TSX for 30 consecutive trading days.              

       The Issuer's right to require conversion as described above must be
          exercised within 15 days of such right arising. Failure to so exercise
         the right leaves the Issuer with no further rights in respect of such
          30 consecutive trading day period but such right will be available for
any subsequent trading day period.                          

   (v)   Redemption: At any time, and from time to time, on or after January
        1, 2009, holders of the Preferred Shares have the right to request
         the Issuer to redeem all, or any part of, the Preferred Shares at a
         redemption price equal to the aggregate subscription price paid for
           the Preferred Shares plus all accrued and unpaid cumulative dividends
     in respect of such Preferred Shares, except for those Preferred
      Shares for which the Issuer has required conversion as described
above.                                                    

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     The foregoing descriptions in this Schedule 13D of the Preferred Shares are
     qualified in their entirety by reference to the SCHEDULE "A", as filed with
    the Ontario Ministry of Consumer and Commercial Relations, a copy of which
is filed as Exhibit B hereto and is incorporated herein by reference. 

Item 7. Material to be Filed as Exhibits                                        

  A copy of the agreement between the Reporting Persons that this Schedule
13D is filed on behalf of each of them is attached hereto as Exhibit A.         

A copy of SCHEDULE "A" described in Item 6 above is attached hereto as
Exhibit B.                                                                      

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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. 

Date:    December 29, 2003                                                      
                                    /s/ Bernard C. Sherman
                                    ----------------------
                                Bernard C. Sherman

                                            THE BERNARD SHERMAN 2000 TRUST
                                        By: /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 INC.

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

                                SHERMAN FOUNDATION

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

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 EXHIBIT INDEX

EXHIBIT                                      DESCRIPTION                        
-------                                      -----------                        

A                                            Agreement Between Reporting Persons

B                                            SCHEDULE "A"                       

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Dates Referenced Herein and Documents Incorporated by Reference

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

	1/1/09	18
	12/19/06	16
	12/19/04	18
Filed on:	12/29/03	20		3, 4
	12/19/03	1	18	3, 4
	11/19/03	14
	10/31/03	14		3
	10/23/03	14		SC 13D/A, SC 13G
				List all Filings

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Filing Submission 0000950136-03-003208 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Sherman Bernard C, et al. – ‘SC 13D’ on 12/29/03 re: Counsel Corp

On: Monday, 12/29/03, at 4:26pm ET · Accession #: 950136-3-3208 · File #: 5-48086

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General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
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SC 13D — General Statement of Beneficial Ownership
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