-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, mApcUArn6fzqrRIUhaRQliZMutc0ZsxMM+ncVeQMBOYQiZBlo0k8aGAvsI5YNSyE Pl3lWCg1VDvSb30JbViP0w== 0000950172-95-000035.txt : 19950608 0000950172-95-000035.hdr.sgml : 19950608 ACCESSION NUMBER: 0000950172-95-000035 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950131 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERRY DRUG STORES INC CENTRAL INDEX KEY: 0000077628 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 380947300 STATE OF INCORPORATION: MI FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13541 FILM NUMBER: 95503989 BUSINESS ADDRESS: STREET 1: 5400 PERRY DR STREET 2: P O BOX 436021 CITY: PONTIAC STATE: MI ZIP: 48343-6021 BUSINESS PHONE: 3133341300 MAIL ADDRESS: STREET 2: 5400 PERRY DR P O BOX 436021 CITY: PONTIAC STATE: MI ZIP: 48343-6021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RITE AID CORP CENTRAL INDEX KEY: 0000084129 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 231614034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0304 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 30 HUNTER LANE CITY: CAMP HILL OWN STATE: PA ZIP: 17011 BUSINESS PHONE: 7177612633 MAIL ADDRESS: STREET 1: PO BOX 3165 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: LEHRMAN LOUIS & CO DATE OF NAME CHANGE: 19680510 FORMER COMPANY: FORMER CONFORMED NAME: RACK RITE DISTRIBUTORS DATE OF NAME CHANGE: 19680510 SC 14D1/A 1 SCHEDULE 14D AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 AMENDMENT NO. 3 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 and SCHEDULE 13D AMENDMENT NO. 2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 PERRY DRUG STORES, INC. (NAME OF SUBJECT COMPANY) LAKE ACQUISITION CORPORATION RITE AID CORPORATION (BIDDERS) COMMON STOCK, $.05 PAR VALUE (TITLE OF CLASS OF SECURITIES) 714611 10 0 (CUSIP NUMBER OF CLASS OF SECURITIES) FRANKLIN C. BROWN, ESQ. EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL RITE AID CORPORATION 30 HUNTER LANE CAMP HILL, PA 17011 TELEPHONE: (717) 761-2633 (Name, address and telephone number of person authorized to receive notices and communications on behalf of bidders) WITH A COPY TO: NANCY A. LIEBERMAN, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM 919 THIRD AVENUE NEW YORK, NY 10022 (212) 735-3000 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Lake Acquisition Corporation (Applied For) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f). ( ) N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,362,808 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( ) N/A 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 94.47% 10 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Rite Aid Corporation (23-1614034) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS BK, WC, 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f). ( ) N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,362,808 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( ) N/A 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 94.47% 10 TYPE OF REPORTING PERSON CO Rite Aid Corporation, a Delaware corporation ("Parent"), and Lake Acquisition Corporation, a wholly owned subsidiary of Parent (the "Purchaser"), hereby amend and supplement (i) their Statement on Schedule 14D-1 ("Schedule 14D- 1"), filed with the Securities and Exchange Commission (the "Commission") on December 29, 1994, as amended, with respect to the Purchaser's offer to purchase all outstanding shares of common stock, par value $.05 per share (the "Common Stock"), of Perry Drug Stores, Inc., a Michigan corporation (the "Company"), and the associated Preferred Stock Purchase Rights (the "Rights", and, together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, dated as of February 4, 1987, as amended, between the Company and State Street Bank & Trust Company, as successor Rights Agent (the "Rights Agreement"), at a price of $11.00 per Share, net to the seller in cash, without interest thereon and (ii) their Statement on Schedule 13D, as amended, filed with the Commission on January 3, 1995. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 14D-1 or in the Offer to Purchase referred to therein. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. The information set forth in Item 5(c) of the Schedule 14D-1 is hereby amended and supplemented by the following information: On January 30, 1995, Parent announced that, pursuant to the Merger Agreement, all of the members of the Company Board of Directors had resigned and were replaced by Parent designees other than two Company designees, Walter J. McCarthy, Jr. and James L. Schostak, who will remain on the Board. The information set forth in Item 5(d) of the Schedule 14D-1 is hereby amended and supplemented by the following information: On January 30, 1995, Parent announced that, in accordance with the terms of the Merger Agreement, Parent has requested the Company, and the Company has agreed, to redeem its 81/2% Convertible Subordinated Debentures Due 2010, effective as of March 15, 1995. ITEM 10. ADDITIONAL INFORMATION. The information set forth in Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by the following information: On January 30, 1995, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(11) and is incorporated herein by reference, relating to, among other things, the completion of the Offer by Purchaser. Parent and Purchaser announced their acceptance for purchase of all Shares validly tendered and not withdrawn under the Offer, including those Shares tendered by means of Notice of Guaranteed Delivery. A total of approximately 11,177,808 Shares (including approximately 249,717 Shares subject to guarantees of delivery or receipt of additional documentation) were tendered pursuant to the Offer, which expired at 12:00 Midnight, New York City time, on Friday, January 27, 1995. The Shares tendered, together with the 185,000 Shares beneficially owned by Parent prior to commencement of the Offer, represent approximately 94.5% of the Company's outstanding Shares. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Text of Press Release, dated January 30, 1995, issued by Rite Aid Corporation. SIGNATURE After due 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. Dated: January 30, 1995 RITE AID CORPORATION By: /s/ Martin L. Grass Name: Martin L. Grass Title: President and Chief Operating Officer SIGNATURE After due 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. Dated: January 30, 1995 LAKE ACQUISITION CORPORATION By: /s/ Martin L. Grass Name: Martin L. Grass Title: Vice President EXHIBIT INDEX Exhibit No.Description (a)(11) Text of Press Release, dated January 30, 1995, issued by Rite Aid Corporation. EX-99 2 PRESS RELEASE PRESS RELEASE For Further Information Contact: Frank Bergonzi Senior Vice President, Finance (717) 975-5750 FOR IMMEDIATE RELEASE RITE AID CORPORATION COMPLETES TENDER OFFER FOR PERRY DRUG STORES, INC. CAMP HILL, PA (January 30, 1995)--Rite Aid Corporation (RAD-NYSE, PSE) announced today that Lake Acquisition Corporation, a wholly-owned subsidiary of Rite Aid, has completed its cash tender offer for all outstanding shares of common stock of Perry Drug Stores, Inc. (PDS-NYSE) at a price of $11.00 per share. Rite Aid stated that, based upon a preliminary count, a total of approximately 11,177,808 Perry shares (including approximately 249,717 shares subject to guarantees of delivery or receipt of additional documentation), had been tendered pursuant to the offer, which expired at midnight, New York City time, on Friday, January 27, 1995, and that all such shares had been or will be purchased in accordance with the terms of the offer. The shares tendered, together with the 185,000 Perry shares beneficially owned by Rite Aid prior to commencement of the offer, constitute approximately 94.5% of Perry's presently outstanding shares. There remain 664,574 shares not tendered or beneficially owned by Rite Aid. Pursuant to the terms of the Agreement and Plan of Merger, dated as of December 23, 1994, by and among Rite Aid, Lake Acquisition and Perry, all of the directors of Perry resigned and were replaced by Rite Aid designees, other than two Perry designees who will remain on the Board. As previously announced, all Perry common shares not tendered and purchased pursuant to the offer will be acquired in a subsequent second-step merger transaction at the same $11.00 per share price. The merger is currently expected to occur on or about March 16, 1995. Rite Aid also announced that in accordance with the terms of the Merger Agreement with Perry, it has requested Perry Drug Stores, and Perry has agreed, to redeem its 8 1/2% Convertible Subordinated Debentures, effective as of March 15, 1995. Rider Aid, the nation's largest drugstore chain, operates 2,618 stores in 23 Eastern states and the District of Columbia. # # # -----END PRIVACY-ENHANCED MESSAGE-----