-----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, TxUgC+6KsJuxz5YxXI/fkfVl07SHGVmSPqYwWwGudhdp3e6vS/gGONNRUKcVmYhF 9jYM473OkMNKntBLOW2fOg== 0000950172-95-000043.txt : 19950515 0000950172-95-000043.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950172-95-000043 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950206 SROS: NYSE 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: 95505600 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. 4 AND SCHEDULE 13D AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 AMENDMENT NO. 4 (FINAL AMENDMENT) to the Tender Offer Statement Pursuant to Section 14(d)(1)of the Securities Exchange Act of 1934 AND SCHEDULE 13D AMENDMENT NO. 3 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 CUSIP NO. 714611 10 0 14D-1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Lake Acquisition Corporation (IRS Identification Number 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 11,177,748 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) 92.93% 10 TYPE OF REPORTING PERSON CO CUSIP NO. 714611 10 0 14D-1 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 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 11,362,748 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. This Amendment No. 4 constitutes the Final Amendment to the Schedule 14D-1. 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Items 6(a) and (b) of the Schedule 14D-1 is hereby amended and supplemented by the following information: On February 6, 1995, the Purchaser completed payment for the remaining Shares tendered pursuant to the Offer that were subject to guarantees of delivery or receipt of additional documentation. As a consequence of the purchase of Shares pursuant to the Offer, Parent and the Purchaser beneficially own 11,362,748 Shares (including 185,000 Shares owned by Parent prior to the Offer), which represents approximately 94.47% of the 12,027,382 Shares outstanding. 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: February 6, 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: February 6, 1995 LAKE ACQUISITION CORPORATION By: /s/ Martin L. Grass Name: Martin L. Grass Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----