SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 15, 1999
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Commission File #1-7090
PHARMHOUSE CORP.
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(Exact name of registrant as specified in its charter)
New York 13-2634868
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Route 18, MidState Shopping Center
East Brunswick, New Jersey 08816
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(732) 698-1166
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets
On March 15, 1999, Pharmhouse Corp. ("Pharmhouse" or the
"Registrant") completed the merger (the "Merger"), with Pharmacy
Acqusition Corp. ("PAC"), a wholly owned subsidiary of Phar-Mor,
Inc. ("Phar-Mor"), pursuant to the Agreement and Plan of Merger,
dated as of December 17, 1998, among Pharmhouse, PAC and Phar-Mor
(the "Merger Agreement"). As a result of the Merger, Pharmhouse
became a wholly owned subsidiary of Phar-Mor.
Subject to the terms of the Merger Agreement, each Common
Share, $.01 par value, of Pharmhouse was converted into the right
to receive cash. The Merger Agreement provided for a merger
price per share of $3.25 subject to certain adjustments. As a
result of the application of these adjustments, the final
adjusted cash merger price to be received by the shareholders of
Pharmhouse is $2.88 per Common Share.
The Merger was approved and adopted by the affirmative vote
of the holders of more than two thirds of the outstanding Common
Shares of Pharmhouse at a Special Meeting of Shareholders held on
March 4, 1999.
For further information concerning the background of the
Merger and the terms and conditions of the Merger Agreement,
reference is made to the definitive Proxy Statement, dated
February 9, 1999, and supplements thereto, dated February 18,
1999, which are incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
N/A
(b) Pro Forma Financial Statements
N/A
(c) Exhibits
1. Agreement and Plan of Merger dated December 17, 1998 among
Pharmhouse Corp., Phar-Mor, Inc. and Pharmacy Acquisition Corp.
Filed as Exhibit 1 to the Registrant's Form 8-K report dated
December 17, 1998 (the "December 17, 1998 8-K") and incorporated
herein by reference.
2. Subordinatead Convertible Note Purchase Agreement, dated as
of December 17, 1998, between Pharmhouse Corp. and Phar-Mor, Inc.
Filed as Exhibit 2 to the December 17, 1998 8-K and incorporated
herein by reference.
3. Subordinated Convertible promissory Note dated December 17,
1998 in the principal amount of $2,000,000. Filed as Exhibit 3
to the December 17, 1998 8-K and incorporated herein by
reference.
4. Voting and Payment Agreement dated as of December 17, 1998
between Phar-Mor, Inc. and Kenneth Davis. Filed as Exhibit 4 to
the December 17, 1998 8-K and incorporated herein by reference.
5. Voting and Payment Agreement dated as of December 17, 1998
between Phar-Mor, Inc. and Marcie Davis. Filed as Exhibit 5 to
the December 17, 1998 8-K and incorporated herein by reference.
6. Voting and Payment Agreement dated as of December 17, 1998
between Phar-Mor, Inc. and Anne Brecker. Filed as Exhibit 6 to
the December 17, 1998 8-K and incorporated herein by reference.
7. Voting and Payment Agreement dated as of December 17, 1998
between Phar-Mor, Inc. and Manfred Brecker. Filed as Exhibit 7
to the December 17, 1998 8-K and incorporated herein by
reference.
8. Definitive Proxy Statement of the Registrant, dated February
9, 1999. Filed with the Commission and incorporated herein by
reference.
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.
Date: March 15, 1999 PHARMHOUSE CORP.
/s/ Marcie B. Davis
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Marcie B. Davis
Executive Vice President
Secretary
