-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CDePIkzlzvzEKEGjKFpwCWeXEYRFbO1p70c5qFf7KXXbYOT05WLMM+Jy/s/8fGBp a2ZBTkE3BR20+Q5LZILLXw== 0000897069-10-000180.txt : 20100212 0000897069-10-000180.hdr.sgml : 20100212 20100212171636 ACCESSION NUMBER: 0000897069-10-000180 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PharMerica CORP CENTRAL INDEX KEY: 0001388195 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 870792558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83078 FILM NUMBER: 10601009 BUSINESS ADDRESS: STREET 1: 1901 CAMPUS PLACE CITY: LOUISVILLE STATE: KY ZIP: 40299 BUSINESS PHONE: 502.627.7000 MAIL ADDRESS: STREET 1: 1901 CAMPUS PLACE CITY: LOUISVILLE STATE: KY ZIP: 40299 FORMER COMPANY: FORMER CONFORMED NAME: SAFARI HOLDING CORP DATE OF NAME CHANGE: 20070130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEELEY ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0001056504 IRS NUMBER: 363160361 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 401 SOUTH LASALLE STREET STREET 2: STE 1201 CITY: CHICAGO STATE: IL ZIP: 60605 BUSINESS PHONE: 3127865000 MAIL ADDRESS: STREET 1: KELLEY ASSET MANAGEMENT CORP STREET 2: 401 S LASALLE ST STE 1201 CITY: CHICAGO STATE: IL ZIP: 60605 SC 13G/A 1 mtv020514.htm AMENDMENT NO. 1

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Pharmerica Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

71714F104
(CUSIP Number)

December 31, 2009
(Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  [X] Rule 13d-1(b)
 
[   ]
Rule 13d-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 the 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).

(Continued on following page(s))
Page 1 of 6 Pages


CUSIP No. 71714F104

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

Keeley Asset Management Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

Not Applicable
(a)   [  ]
(b)   [  ]
3
SEC USE ONLY
4


 CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois
NUMBER OF

SHARES 		5
SOLE VOTING POWER

2,498,300
BENEFICIALLY

OWNED 		6
SHARED VOTING POWER

0
BY EACH

REPORTING 		7
SOLE DISPOSITIVE POWER

2,522,300
PERSON WITH:

 8


 SHARED DISPOSITIVE POWER

0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,522,300(1)
10  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
[  ]
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.2%(1)
12  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA

  (1) The percent ownership calculated is based upon an aggregate of 30,612,465 shares outstanding as of October 23, 2009.

Page 2 of 6 Pages


CUSIP No. 71714F104

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

Keeley Small Cap Value Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

Not Applicable
(a)   [  ]
(b)   [  ]
3
SEC USE ONLY
4


 CITIZENSHIP OR PLACE OF ORGANIZATION

Maryland
NUMBER OF

SHARES 		5
SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		6
SHARED VOTING POWER

0
BY EACH

REPORTING 		7
SOLE DISPOSITIVE POWER

0
PERSON WITH:

 8


 SHARED DISPOSITIVE POWER

0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,235,000(1)
10  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
[  ]
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.3%(1)
12  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IV

  (1) The percent ownership calculated is based upon an aggregate of 30,612,465 shares outstanding as of October 23, 2009.

Page 3 of 6 Pages


CUSIP No. 71714F104

Item 1(a). Name of Issuer:

  Pharmerica Corporation

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

  1901 Campus Place
Louisville, KY 40299

Item 2(a). Name of Person Filing:

  The persons filing this Schedule 13G are:

  (i) Keeley Asset Management Corp.

  (ii) Keeley Small Cap Value Fund, a series of Keeley Funds, Inc.

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

  (i)-(ii) 401 South LaSalle Street
Chicago, Illinois 60605

Item 2(c). Citizenship:

  (i) Keeley Asset Management Corp. is an Illinois corporation.

  (ii) Keeley Funds, Inc. is a Maryland corporation.

Item 2(d). Title of Class of Securities:

  Common Stock

Item 2(e). CUSIP Number:

  71714F104

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

  |X| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

  |X|

An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

 

Page 4 of 6 Pages


CUSIP No. 71714F104

Item 4. Ownership

  Keeley Asset Management Corp.
  (a) Amount Beneficially Owned:  2,522,300*
  (b) Percent of Class:  8.2%
  (c) Number of shares as to which such person has:
  (i) sole power to vote or to direct the vote:  2,498,300
  (ii) shared power to vote or to direct the vote:  0
  (iii) sole power to dispose or to direct the disposition of:  2,522,300
  (iv) shared power to dispose or to direct the disposition of:  0

  Keeley Small Cap Value Fund
  (a) Amount Beneficially Owned:  2,235,000*
  (b) Percent of Class:  7.3%
  (c) Number of shares as to which such person has:
  (i) sole power to vote or to direct the vote:   0
  (ii) shared power to vote or to direct the vote:   0
  (iii) sole power to dispose or to direct the disposition of:  0
  (iv) shared power to dispose or to direct the disposition of:  0

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

  N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

  N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

  N/A

*

Keeley Asset Management Corp. and Keeley Small Cap Value Fund share beneficial ownership over the same 2,235,000 shares.

 

Page 5 of 6 Pages


CUSIP No. 71714F104

Item 8. Identification and Classification of Members of the Group.

  N/A

Item 9. Notice of Dissolution of Group.

  N/A

Item 10. Certification.

        By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

  Exhibits.

  1.

Agreement to file Schedule 13G jointly (previously filed as Exhibit 1 to the reporting parties' Schedule 13G filed February 13, 2009).

 

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: February 5, 2010

KEELEY ASSET MANAGEMENT CORP.


 		 By:  /s/ John L. Keeley, Jr.
        John L. Keeley, Jr., President


 		 KEELEY FUNDS, INC.


 		 By:  /s/ John L. Keeley, Jr.
        John L. Keeley, Jr., President



Page 6 of 6 Pages

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