SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No.4 (Final Amendment) Under the Securities Exchange Act of 1934 Perry Drug Stores, Inc. (Name of Issuer) Common Stock, $.05 par value (Title of Class of Securities) 714611 10 0 (CUSIP Number) 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) With a copy to: Nancy A. Lieberman, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, NY 10022 Telephone: (212) 735-3000 March 24, 1995 (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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with the statement: [ ] SCHEDULE 13D CUSIP No. 714 611 10 0 1 name of reporting person s.s. or i.r.s. identification no. of above person 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, OO 5 check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ( ) 6 citizenship or place of organization DELAWARE 7 sole voting power NUMBER OF 12,027,382 SHARES BENEFICIALLY OWNED BY 8 shared voting power EACH 0 REPORTING PERSON WITH 9 sole dispositive power 12,027,382 10 shared dispositive power 0 11 aggregate amount beneficially owned by each reporting person 12,027,382 12 check box if the aggregate amount in row (11) excludes certain shares ( ) N/A 13 percent of class represented by amount in row (11) 100 14 type of reporting person CO * As a result of the merger of Lake Acquisition Corporation into Perry Drug Stores, Inc. on March 24, 1995, Lake Acquisition ceased to exist. Rite Aid Corporation, a Delaware corporation ("Parent"), and Lake Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (the "Purchaser" and together with Parent, the "Reporting Entities"), hereby amend and supplement their Statement on Schedule 13D ("Schedule 13D"), as amended, filed with the Securities and Exchange Commission (the Commission") on January 3, 1995 with respect to the common stock, par value $.05 per share (the "Common Stock"), of Perry Drug Stores, Inc., a Michigan corporation (the "Company"). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The information set forth in Item 5(a) of the Schedule 13D is hereby amended and supplemented by the following information: On March 24, 1995, the Purchaser was merged with and into the Company pursuant to Michigan law and Delaware law, with the Company surviving as a wholly- owned subsidiary of Parent. At the time of the merger the Purchaser ceased to exist. As a result of the merger, all Company Shares outstanding, other than those owned by the Purchaser or Parent and those held in the treasury of the Company, were converted into the right to receive $11.00 in cash per Share. As a consequence of the merger, Parent beneficially owns all of the Company's Common Stock. The information set forth in Item 5(e) of the Schedule 13D is hereby amended and supplemented by the following information: On March 24, 1995, the Purchaser was merged with and into the Company pursuant to Michigan law and Delaware law, with the Company surviving as a wholly- owned subsidiary of Parent. At the time of the merger the Purchaser ceased to exist and ceased to be a beneficial owner of Company Common Stock. 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. Dated: March 24, 1995 LAKE ACQUISITION CORPORATION By: /s/ Martin L. Grass ___________________________ Name: Martin L. Grass Title: Vice President 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. Dated: March 24, 1995 RITE AID CORPORATION By: /s/ Martin L. Grass ___________________________ Name: Martin L. Grass Title: President and Chief Operating Officer