Edgar Filing: PERRIGO CO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

PERRIGO COMPANY
___________________________________________________________________________
(Name of Issuer)

COMMON STOCK, WITHOUT PAR VALUE
___________________________________________________________________________
(Title of Class of Securities)

714290103
___________________________________________________________________________
(CUSIP Number)

REFAEL LEBEL
CHIEF EXECUTIVE OFFICER
AGIS INDUSTRIES (1983) LTD.
29 LEHI STREET, B'NEI-BRAK 51200, ISRAEL
TELEPHONE: 972-3-577-3700
_____________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

COPY TO:

David Fox, Esq.
Thomas W. Greenberg, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000

NOVEMBER 14, 2004
_________________________________________________________________________
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box [_].

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, as amended ("Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act.
--------- -------------------------------------------------------------------

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Agis Industries (1983) Ltd.

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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. SOURCE OF FUNDS

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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

-------------------------------------------- ------- ------------------------
7. NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
NUMBER OF PERSON WITH SOLE VOTING POWER

BENEFICIALLY None

OWNED BY ------- ------------------------
8. SHARED VOTING POWER
EACH 6,541,964 Shares (1)
------- ------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
None
PERSON ------- ------------------------
10. SHARED DISPOSITIVE POWER
WITH None
--------- -------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,541,964 Shares (2)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]

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

9.18% (3)
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14. TYPE OF REPORTING PERSON

CO
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(1) Pursuant to an Agreement and Plan of Merger dated as of November 14, 2004
(the "Merger Agreement"), among Perrigo Company, a Michigan corporation
("Perrigo"), Perrigo Israel Opportunities Ltd., an Israeli company and
indirect wholly-owned subsidiary of Perrigo ("Merger Sub"), and Agis
Industries (1983) Ltd., an Israeli company ("Agis"), and subject to the
conditions set forth therein, Merger Sub will merge with and into Agis and
Agis will become an indirect wholly-owned subsidiary of Perrigo (such
events constituting the "Merger"). In connection with the execution of the
Merger Agreement, Agis entered into a Voting Agreement (the "Voting
Agreement") with a certain shareholder of Perrigo (the "Shareholder"),
pursuant to which the Shareholder has agreed to vote (or cause to be
voted) the 6,541,964 shares of Perrigo common stock (the "Subject Shares")
held by him (subject to his ability to transfer such shares as described
in Item 4 below) in favor of the issuance of shares of Perrigo common
stock to holders of Agis ordinary shares as contemplated by the Merger
Agreement and in favor of any action in furtherance of the foregoing. The
Shareholder may vote the Subject Shares on all other matters. As part of
the Voting Agreement, the Shareholder granted an irrevocable proxy to
certain officers of Agis with respect to the voting of the Subject Shares
for the matters covered by the Voting Agreement.

(2) Agis expressly disclaims beneficial ownership of any of the shares of
Perrigo common stock covered by the Voting Agreement.

(3) Based on 71,217,193 shares of Perrigo common stock outstanding as of
October 13, 2004 (as represented by Perrigo in the Merger Agreement
discussed in Item 4 below).

The information set forth in response to each separate Item below shall be
deemed to be a response to all Items where such information is relevant.

ITEM 1. SECURITY AND ISSUER.

This Statement on Schedule 13D (this "Statement") relates to
the shares of common stock, without par value, of Perrigo Company, a Michigan
corporation ("Perrigo"). The principal executive offices of Perrigo are located
at 515 Eastern Avenue, Allegan, Michigan 49010.

ITEM 2. IDENTITY AND BACKGROUND.

(a) - (c), (f) This Statement is filed by Agis Industries
(1983) Ltd., an Israeli company ("Agis"). Agis' principal business address is
29 Lehi Street, B'nei-Brak 51200, Israel. Agis and its subsidiaries develop,
manufacture, import and market pharmaceutical products, active pharmaceutical
ingredients and consumer products.

The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of Agis are
set forth on Schedule I hereto.

(d) - (e) During the last five years, neither Agis, nor, to
Agis' knowledge, any of the individuals referred to in Schedule I, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding violations
with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

As an inducement for Agis to enter into the Merger Agreement
described in Item 4 and in consideration thereof, Michael J. Jandernoa, a
director and shareholder of Perrigo (the "Shareholder"), entered into a Voting
Agreement, dated as of November 14, 2004, a copy of which is attached as
Exhibit A (the "Voting Agreement"). Agis did not pay additional consideration
to the Shareholder in connection with the execution and delivery of the Voting
Agreement.

ITEM 4. PURPOSE OF TRANSACTION.

Pursuant to an Agreement and Plan of Merger, dated as of
November 14, 2004 (the "Merger Agreement"), among Perrigo, Perrigo Israel
Opportunities Ltd., an Israeli company and indirect wholly-owned subsidiary of
Perrigo ("Merger Sub"), and Agis, a copy of which is attached as Exhibit B, and
subject to the conditions set forth therein, Merger Sub will merge with and
into Agis and Agis will become an indirect wholly-owned subsidiary of Perrigo
(such events constituting the "Merger"). Upon consummation of the Merger,
Merger Sub will cease to exist as a company and all of the business, assets,
liabilities and obligations of Merger Sub will be merged into Agis with Agis
remaining as the surviving corporation.

As a result of the Merger, each outstanding ordinary share of
Agis (other than shares owned by Agis, Perrigo or any wholly-owned subsidiary
of Agis or Perrigo) will be converted into the right to receive (a) 0.8011
shares of Perrigo common stock and (b) $14.93 in cash (collectively, the
"Merger Consideration"). All such ordinary shares of Agis will no longer be
outstanding and will automatically be canceled and retired and cease to exist,
and each certificate previously representing any such shares shall thereafter
represent the right to receive the Merger Consideration payable in respect of
such ordinary shares of Agis.

As an inducement for Agis to enter into the Merger Agreement
and in consideration thereof, the Shareholder entered into the Voting
Agreement. Pursuant to the Voting Agreement, the Shareholder has agreed to vote
(or cause to be voted) 6,541,964 shares of Perrigo common stock owned by him
(subject to his ability to transfer such shares, as described below) (the
"Subject Shares") in favor of the issuance of Perrigo shares of common stock
("Perrigo Shares") to holders of Agis ordinary shares as contemplated by the
Merger Agreement, and in favor of any action in furtherance of the foregoing.
The Shareholder may vote the Subject Shares on all other matters. The
Shareholder agreed that he will not enter into any agreement with any person to
vote or give instructions in any manner inconsistent with the above. As part of
the Voting Agreement, the Shareholder granted an irrevocable proxy to certain
officers of Agis with respect to the voting of the Subject Shares for the
matters covered by the Voting Agreement.

Pursuant to the Voting Agreement, the Shareholder is not
prohibited from transferring any Subject Shares free from the restrictions of
the Voting Agreement, provided that any transfers to family members will be
made only for bona fide estate, financial or tax planning purposes.

The Voting Agreement will expire upon the earlier to occur of
(i) the effective time of the Merger, (ii) the date on which the Merger
Agreement is terminated pursuant to its terms or (iii) the mutual agreement of
Agis and the Shareholder to terminate the agreement.

In the Merger, Moshe Arkin, Agis' Chairman and President and
controlling shareholder, will receive approximately 10 million Perrigo Shares
in consideration for his Agis shares, expected to represent approximately 10.5%
of Perrigo Shares outstanding upon completion of the Merger (based on the
number of outstanding Perrigo Shares as of October 13, 2004).

In connection with the Merger Agreement, Mr. Arkin has
entered on November 14, 2004, into a lock-up agreement (the "Lock-up
Agreement"), a copy of which is attached as Exhibit C, registration rights
agreement (the "Registration Rights Agreement"), a copy of which is attached as
Exhibit D, and nominating agreement (the "Nominating Agreement"), a copy of
which is attached as Exhibit E, with Perrigo.

Pursuant to the terms of the Lock-up Agreement, Mr. Arkin
agreed that he will not, directly or indirectly, dispose of any Perrigo Shares
received by him in consideration for his Agis shares in the Merger for two
years following the consummation of the Merger. For a period commencing on the
second anniversary of the Merger and ending on the third anniversary of the
Merger, Mr. Arkin agreed to make no disposition of more than 50% of the Perrigo
Shares received by him in the Merger. The restrictions on dispositions set
forth above shall not apply to dispositions to a family member, trust or other
entity made solely for estate or tax planning purposes (provided that any such
transferee will agree to be bound by the Lock-up Agreement). If Mr. Arkin's
employment with Agis is terminated under certain circumstances, Mr. Arkin will
have the right to terminate the Lock-up Agreement upon the earlier of (a) the
two year anniversary of the Merger or (b) the six month anniversary of such
termination of employment. The Lock-up Agreement will not become effective
until the completion of the Merger.

Pursuant to the terms of the Registration Rights Agreement,
beginning two years after the completion of the Merger (or, if earlier, upon
the termination of the Lock-up Agreement), Mr. Arkin will have the right to
demand registration of the Perrigo Shares he received in the Merger once a year
for three years (subject to minimum sale requirement of 2,000,000 Perrigo
Shares under each such registration). In addition, beginning two years after
the completion of the Merger, Mr. Arkin will have the right to participate in
any other registrations of Perrigo Shares made by Perrigo (except in the event
the Lock-up Agreement was terminated).

Under the Registration Rights Agreement, in each registration
of his Perrigo Shares Mr. Arkin will bear Perrigo's and his registration
expenses, including the fees of Perrigo's legal counsel up to $50,000. In the
event Mr. Arkin participates in a registration made by Perrigo, Mr. Arkin will
only be required to bear a proportionate part of such registration expenses.

The Registration Rights Agreement will not become effective
until the completion of the Merger.

Pursuant to the terms of the Nominating Agreement, Mr. Arkin
will be entitled to be nominated to the Perrigo Board of Directors and to
nominate an additional independent director (and in the event of a vacancy on
the Perrigo Board, to nominate a second independent director) to the Perrigo
Board. Each independent director will serve on the Perrigo Board for the
remainder of the term of the class of directors to which he or she will be
nominated and for one additional full term of such class. Each independent
director will also serve on at least one committee of the Perrigo Board, in
accordance with and subject to his or her respective qualifications. Perrigo
has agreed that one independent director will be invited to serve on the audit
committee of the Perrigo Board and one independent director will be invited to
serve on the compensation committee of the Perrigo Board, in each case subject
to their respective qualifications.

Mr. Arkin's right under the Nominating Agreement to designate
the independent directors (and the right of the independent directors to serve
on the Perrigo Board) will terminate when Mr. Arkin both (i) ceases to own 9%
of the outstanding Perrigo Shares and (ii) ceases to own 9,000,000 Perrigo
Shares. Mr. Arkin's right to serve on the Perrigo Board will terminate when Mr.
Arkin ceases to own 5,000,000 Perrigo Shares.

The Nominating Agreement will not become effective until the
completion of the Merger.

The foregoing summary of certain provisions of the Merger
Agreement, the Voting Agreement, the Lock-up Agreement, the Registration Rights
Agreement and the Nominating Agreement is not intended to be complete and is
qualified in its entirety by reference to the full text of such agreements.
Copies of such agreements are filed as Exhibits A, B, C, D, and E,
respectively, to this Statement and are incorporated herein by reference.

Except as set forth in this Item 4, neither Agis nor, to
Agis' knowledge, any of the individuals referred to in Schedule I, has any
plans or proposals which relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) As of November 14, 2004, Agis may be deemed to have beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of the
6,541,964 Perrigo Shares which are subject to the Voting Agreement, which
represent approximately 9.18% of the total outstanding Perrigo Shares (based on
the number of outstanding shares as of October 13, 2004). Agis expressly
disclaims any beneficial ownership of any of such shares.

(b) Neither Agis nor, to Agis' knowledge, any of the individuals
referred to in Schedule I, owns any Perrigo Shares as to which it has the sole
power to vote or to direct the vote. Agis has the power to vote the Subject
Shares in accordance with the terms of the Voting Agreement. Neither Agis nor,
to Agis' knowledge, any of the individuals referred to in Schedule I, owns any
Perrigo Shares as to which it has the sole or shared power to dispose or to
direct the disposition.

(c) Except as set forth or incorporated herein, neither Agis nor, to
Agis' knowledge, any of the individuals referred to in Schedule I, has effected
any transaction in Perrigo Shares during the past 60 days.

(d) Not applicable

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.

Other than the Merger Agreement, the Voting Agreement, the
Lock-up Agreement, the Registration Rights Agreement and the Nominating
Agreement, to the knowledge of Agis, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and Schedule I and between such persons and any other person with
respect to the securities of Perrigo, including, but not limited to, transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangement, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

A. Voting Agreement, dated November 14, 2004, by and between Agis
Industries (1983) Ltd., an Israeli company, and Michael J. Jandernoa
(incorporated herein by reference to Exhibit 10.4 to the Current Report on Form
8-K filed by Perrigo Company on November 18, 2004).

B. Agreement and Plan of Merger, dated November 14, 2004, by and among
Perrigo Company, a Michigan corporation, Perrigo Israel Opportunities Ltd., an
Israeli company and indirect wholly-owned subsidiary of Perrigo, and Agis
Industries (1983) Ltd., an Israeli company (incorporated herein by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by Perrigo Company on
November 18, 2004).

C. Lock-up Agreement, dated November 14, 2004, by and among Perrigo
Company, a Michigan corporation, Perrigo Israel Opportunities Ltd., an Israeli
company and indirect wholly-owned subsidiary of Perrigo, and Moshe Arkin
(incorporated herein by reference to Exhibit 10.5 to the Current Report on Form
8-K filed by Perrigo Company on November 18, 2004).

D. Registration Rights Agreement, dated November 14, 2004, by and
between Perrigo Company, a Michigan corporation, and Moshe Arkin (incorporated
herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by
Perrigo Company on November 18, 2004).

E. Nominating Agreement, dated November 14, 2004, by and between
Perrigo Company, a Michigan corporation, and Moshe Arkin (incorporated herein
by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Perrigo
Company on November 18, 2004).

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Dated: November 23, 2004

AGIS INDUSTRIES (1983) LTD.

By: /s/ Refael Lebel
----------------------------
Name: Refael Lebel
Title: Chief Executive Officer

SCHEDULE I

Set forth below is a list of each executive officer and
director of Agis Industries (1983) Ltd. setting forth the business address and
present principal occupation or employment (and the name and address of any
corporation or organization in which such employment is conducted) of each
person. The persons named below are citizens of Israel (except as indicated
below) and have not, during the last five years, been convicted in a criminal
proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which they are or
were 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 with respect to such laws.

Directors

NAME PRINCIPAL OCCUPATION ADDRESS
-------------- --------------------------- ---------------------------------

Moshe Arkin Chairman and President 29 Lehi Street, B'nei-Brak 51200,
Agis Industries (1983) Ltd. Israel
Refael Lebel Chief Executive Officer 29 Lehi Street, B'nei-Brak 51200,
Agis Industries (1983) Ltd. Israel
Doris Arkin Director 29 Lehi Street, B'nei-Brak 51200,
Israel
Eli Ben-nun Director 29 Lehi Street, B'nei-Brak 51200,
Israel
Menachem Inbar Director 29 Lehi Street, B'nei-Brak 51200,
Israel
Ran Gotfrid Director 29 Lehi Street, B'nei-Brak 51200,
Israel
Zvi Goor Director 29 Lehi Street, B'nei-Brak 51200,
Israel
Boris Dikerman Director 29 Lehi Street, B'nei-Brak 51200,
Israel
Doris Arkin Director 29 Lehi Street, B'nei-Brak 51200,
Israel
Eli Ben-nun Director 29 Lehi Street, B'nei-Brak 51200,
Israel

Executive Officers who are not Directors

NAME PRINCIPAL OCCUPATION ADDRESS
-------------- --------------------------- ---------------------------------

Sharon Kochan Vice President, 29 Lehi Street, B'nei-Brak 51200,
Business Development Israel
Agis Industries (1983) Ltd.
Dr. Stephen Cherkez Vice President, 29 Lehi Street, B'nei-Brak 51200,
Product Development and IP Israel
Agis Industries (1983) Ltd.
Dr. Amira Zeevi Vice President, 29 Lehi Street, B'nei-Brak 51200,
Pharmaceutical R&D Israel
Agis Industries (1983) Ltd.
Dov Feldman Vice President, Finance 29 Lehi Street, B'nei-Brak 51200,
Agis Industries (1983) Ltd. Israel
Dina Hanuna Vice President, Finance 29 Lehi Street, B'nei-Brak 51200,
(U.K. citizen) Agis Industries (1983) Ltd. Israel
Shlomi Leibovitch Vice President, Commerce 29 Lehi Street, B'nei-Brak 51200,
Agis Industries (1983) Ltd. Israel
Zehava Moscowitz Vice President, 29 Lehi Street, B'nei-Brak 51200,
Pharma Headquarters Israel
Agis Industries (1983) Ltd.
Yechiel Ofir Vice President, 29 Lehi Street, B'nei-Brak 51200,
Information Systems Israel
Agis Industries (1983) Ltd.
Dafna Nechushtan Vice President, Human Resources 29 Lehi Street, B'nei-Brak 51200,
Agis Industries (1983) Ltd. Israel
Avi Sova Vice President, Logistics 29 Lehi Street, B'nei-Brak 51200,
Agis Industries (1983) Ltd. Israel
Giora Carni Vice President 29 Lehi Street, B'nei-Brak 51200,
Agis Industries (1983) Ltd. Israel
Dan Birenboim Internal Auditor 29 Lehi Street, B'nei-Brak 51200,
Agis Industries (1983) Ltd. Israel
Freddy Shaviv Chief Operations Officer 29 Lehi Street, B'nei-Brak 51200,
Agis Industries (1983) Ltd.; Israel
President, Chemagis Ltd.
Shalom Tetro General Manager of Diagnostics 29 Lehi Street, B'nei-Brak 51200,
Agis Commercial Agencies Israel
(1989) Ltd.
Elchanan Shaked Co-General Manager 4 Drezner Street, Petach Tikva, Israel
Agis Distribution & Marketing
(1989) Ltd.
Nachum Shenkel Co-General Manager 4 Drezner Street, Petach Tikva, Israel
Agis Distribution & Marketing
(1989) Ltd.
Adam Levitt President and Chief Executive 1625 Bath Gate Avenue,
(U.S. citizen) Officer, Clay-Park Labs, Inc. New York, NY 10457

INDEX TO EXHIBITS

EXHIBIT
NUMBER DOCUMENT
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A Voting Agreement, dated November 14, 2004, by and between Agis
Industries (1983) Ltd., an Israeli company, and Michael J.
Jandernoa (incorporated herein by reference to Exhibit 10.4 to
the Current Report on Form 8-K filed by Perrigo Company on
November 18, 2004).

B Agreement and Plan of Merger, dated November 14, 2004, by and
among Perrigo Company, a Michigan corporation, Perrigo Israel
Opportunities Ltd., an Israeli company and indirect wholly-owned
subsidiary of Perrigo, and Agis Industries (1983) Ltd., an
Israeli company (incorporated herein by reference to Exhibit 2.1
to the Current Report on Form 8-K filed by Perrigo Company on
November 18, 2004).

C Lock-up Agreement, dated November 14, 2004, by and among Perrigo
Company, a Michigan corporation, Perrigo Israel Opportunities
Ltd., an Israeli company and indirect wholly-owned subsidiary of
Perrigo, and Moshe Arkin (incorporated herein by reference to
Exhibit 10.5 to the Current Report on Form 8-K filed by Perrigo
Company on November 18, 2004).

D Registration Rights Agreement, dated November 14, 2004, by and
between Perrigo Company, a Michigan corporation, and Moshe Arkin
(incorporated herein by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by Perrigo Company on November 18,
2004).
E Nominating Agreement, dated November 14, 2004, by and between
Perrigo Company, a Michigan corporation, and Moshe Arkin
(incorporated herein by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed by Perrigo Company on November 18,
2004).