SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. )
AVATEX CORPORATION
-------------
(Name of Issuer)
Common Stock
-----------------------------
(Title of Class of Securities)
05349F105
---------
(CUSIP Number)
Morris F. DeFeo, Jr.
Swidler & Berlin, Chartered
3000 K Street, N.W., Suite 300
Washington, D.C. 20007
(202) 424-7500
---------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 23, 1998
---------------
(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 schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-7(b) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)<PAGE>
<PAGE>
SCHEDULE 13D/A
- ------------------------ -----------------------
CUSIP No. 05349F105 Page 2 of 7 Pages
- ------------------------ -----------------------
- --------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Phar-Mor, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 251466309
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------
4. SOURCE OF FUNDS WC
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
- ------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER: 1,191,700
SHARES BENEFICIALLY ------------------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER: 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER: 1,191,700
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,191,700
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.64%
- ----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* CO
- -----------------------------------------------------------------------------
<PAGE>
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the shares of Common Stock, par value $5.00 per
share ("Common Shares"), of Avatex Corp. (the "Issuer"), a corporation
organized under the laws of the State of Delaware with its principal executive
offices at 5910 N. Central Expressway, Suite 1780, Dallas, Texas 75206.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Phar-Mor, Inc., a Pennsylvania
corporation ("Phar-Mor").
(b) The business address of Phar-Mor is 20 Federal Plaza West,
Youngstown, Ohio 44501-0400.
(c) The principal business of Phar-Mor is the operation of a chain of
discount retail drugstores. The names, positions and business address of each
of the directors and the executive officers of Phar-Mor are as follows:
Name Position(s) Business Address
- ----- ----------- ----------------
M. David Schwartz President and 20 Federal Plaza West
Chief Operating Officer Youngstown, OH 44501
Sankar Krishnan Senior Vice President 20 Federal Plaza West
and Chief Financial Officer Youngstown, OH 44501
Warren E. Jeffery Senior Vice President of 20 Federal Plaza West
Store Operations and Youngstown, OH 44501
Pharmacy
John R. Ficarro Senior Vice President, 20 Federal Plaza West
Chief Administrative Officer, Youngstown, OH 44501
General Counsel and Secretary
Abbey J. Butler Co-Chief Executive Officer, 20 Federal Plaza West
Co-Chairman of the Board, Youngstown, OH 44501
Director
Melvyn J. Estrin Co-Chief Executive Officer, 20 Federal Plaza West
Co-Chairman of the Board, Youngstown, OH 44501
and Director
Daniel H. Levy Director 20 Federal Plaza West
Youngstown, OH 44501
Monroe Osterman Director 20 Federal Plaza West
Youngstown, OH 44501
Arthur Rosenberg Director 20 Federal Plaza West
Youngstown, OH 44501
John D. Shulman Director 20 Federal Plaza West
Youngstown, OH 44501
Page 3 of 7<PAGE>
<PAGE>
(d) During the past five years, neither Phar-Mor, nor to the best
of Phar-Mor's knowledge, any of the current executive officers or directors of
Phar-Mor, has been convicted in a criminal proceeding in the past five years
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither Phar-Mor, nor to the best
of Phar-Mor's knowledge, any of the current executive officers or directors of
Phar-Mor, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or is
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.
(f) The directors and current executive officers of Phar-Mor are
citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Phar-Mor purchased a total of 1,191,700 Common Shares between
April 8, 1998 and May 4, 1998 on the New York Stock Exchange as follows:
Date Number of Shares Price per Common Share
---- ---------------- ----------------------
04/8/98 50,000 $2.3325
04/9/98 60,000 2.4964
04/14/98 65,000 2.4650
04/15/98 260,000 2.3600
04/16/98 95,000 2.4098
04/17/98 60,000 2.3854
04/20/98 20,800 2.3726
04/21/98 49,000 2.4590
04/22/98 18,200 2.5000
04/23/98 31,000 2.4516
04/24/98 64,000 2.4131
04/27/98 46,700 2.4987
04/29/98 26,000 2.5962
04/30/98 100,000 2.5938
05/01/98 154,500 2.5461
05/04/98 91,500 2.5342
Total: 1,191,700
All of the funds used to purchase the above-mentioned 1,191,700 Common Shares
were from Phar-Mor's general corporate funds.
ITEM 4. PURPOSE OF TRANSACTION
Based upon publicly available information, the Issuer beneficially owns
approximately 39.7% of Phar-Mor's issued and outstanding Common Stock. In
addition, Messrs. Melvyn J. Estrin and Abbey J. Butler, co-chairmen of the
Board and co-chief executive officers of Phar-Mor, are also co-chairmen of the
Board and co-chief executive officers of the Issuer. Messrs. Estrin and
Butler recuse themselves from participation in voting on any matters relative
to Phar-Mor's dealings pertaining to the Issuer.
Page 4 of 7<PAGE>
<PAGE>
Because of the Issuer's ownership interest in Phar-Mor, Phar-Mor believes
that the ownership of shares in the Issuer will enable Phar-Mor to participate
as a shareholder in matters affecting Phar-Mor's principal shareholder and,
thus, Phar-Mor. Phar-Mor is acquiring the Common Shares for that purpose and
for investment purposes. From time to time, Phar-Mor will evaluate its
position and may determine to acquire additional Common Shares of the Issuer
(subject to the availability of shares at prices deemed favorable and the
availability of financing) or dispose of Common Shares of the Issuer, at any
time and from time to time, as permitted by the federal securities laws.
Except as described herein, at the present time, Phar-Mor has no plans or
proposals which relate to or would result in:
(a) The acquisition of additional securities of the Issuer, or
the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) Any change in the Issuer's present board of directors or
management, including any plans or proposals to change the
number or term of directors or to fill any existing
vacancies on the Issuer's board of directors;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter or bylaws or other actions
which may impede the acquisition of control of the Issuer;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Phar-Mor may at any time and from time to time review or reconsider
its position and formulate plans or proposals with respect to the Issuer and
its securities, but has no current intention of doing so.
Page 5 of 7<PAGE>
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of Common Shares beneficially owned by Phar-
Mor is 1,191,700 shares, constituting 8.64% of the Issuer's Common Shares
issued and outstanding (based on 13,806,375 Common Shares outstanding based
upon the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities
and Exchange Commission on February 4, 1998.)
(b) Phar-Mor has the sole power to vote, to direct the vote of, and to
dispose and to direct the disposition of, 1,191,700 Common Shares of the
Issuer.
(c) During the past sixty days, Phar-Mor purchased a total of
1,191,700 Common Shares of the Issuer, as reported in Item 3 above.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Phar-Mor does not have any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to the transfer of any of
the Common Shares beneficially owned by Phar-Mor, finder's fees, joint
ventures, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
Page 6 of 7<PAGE>
<PAGE>
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: May 4, 1998
PHAR-MOR, INC.
By: /s/ John R. Ficarro
---------------------------------
Name: John R. Ficarro
-------------------------------
Title: Chief Administrative Officer
-------------------------------
Page 7 of 7
