SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report: February 2, 1996
Pharmhouse Corp.
(Exact Name of Registrant)
New York 1-7090 13-2634868
___________________ ____________________ _______________
(State of Other (Commission File Number) (IRS Employer
Jurisdiction of Identification Number)
Incorporation)
860 Broadway, New York, New York 10003
____________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 477-9400
Item 5. Other Events.
On January 11, 1996, pursuant to a Complaint filed in Supreme Court of the State
of New York New York Country (the "Complaint"), the Registrant instituted legal
proceedings against Woolworth Corporation and F.W. Woolworth Co. (collectively,
"Woolworth") seeking, among other relief, damages and indemnification arising
out of Woolworth's alleged fraud and breach of certain convenience,
representations and warranties made by Woolworth in connection with the
Registrant's acquisition in April 1995 (the "Acquisition", comprising 24 "The Rx
Place" deep discount drugstores (the "Acquired Stores").
As more fully described in the Complaint, the Registrant's claims in such
action are based upon its belief that it was wrongfully induced to overpay
for the assets acquired by it in the Acquisition by material
misrepresentations of Woolworth regarding the inventory and gross profit
margins of the Acquired Stores and that the Registrant has been damaged
substantially as a result thereof.
Pending resolution of the Registrant's claims in the above-described action,
the Registrant is withholding and intends to withhold payment of all further
installments of principal and interest arising under the Subordinated
Promissory Notes issued by the Registrant to F.W. Woolworth Co. (A portion
of the principal amount of which was previously prepaid by the Registrant) in
connection with the Acquisition (collectively, the "Purchase Money Notes").
The Registrant's senior secured and subordinated secured lenders have
consented to the withholding by the Registrant of payment of the January 1996
installments of principal and interest under the Purchase Money Notes and
have granted currently effective waivers of the relevant cross-default
provisions of the agreements evidencing the Registrant's indebtedness to such
lenders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PHARMHOUSE CORP.
By: /s/ Richard A. Davis
Name: Richard A. Davis
Title: Senior Vice President and Chief Financial Officer
Dated: February 2, 1996
