SECURITIES AND 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) December 18, 1996
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Phar-Mor, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-27050 25-1466309
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(State or other jurisdiction (Commission (I.R.S Employer
of incorporation) File Number) Identification No.)
20 Federal Plaza West, Youngstown, Ohio 44501-400
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(Address of principal executive office) (Zip code)
Registrant's telephone number including area code (330) 746-6641
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(Former name or former address, if changed since last report)
Exhibit Index appears on Page 4
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Item 5. Other Events.
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Phar-Mor, Inc. has been informed that on December 18, 1996, FoxMeyer
Health Corporation exercised its buy-sell rights under its agreement with
Robert M. Haft with respect to Hamilton Morgan, LLC, a Delaware limited
liability company that currently directly owns 3,750,000 shares of Phar-Mor
common stock. Robert M. Haft, Phar-Mor's Chairman of the Board and Chief
Executive Officer, and his wife Mary Z. Haft, as tenants by the entirety, own
30.2% of the membership interests in Hamilton Morgan, and FoxMeyer Health
Corporation owns the remaining 69.8% of such interests. Abbey Butler and
Melvyn Estrin, co-chairmen of the board, co-chief executive officers and major
shareholders of FoxMeyer, are directors of Phar-Mor. The press release issued
by Phar-Mor with respect to FoxMeyer's exercise of its buy-sell rights,
annexed hereto as Exhibit 99.1, is incorporated in its entirety by reference
in response to this Item 5. The Amended and Restated Limited Liability
Company Agreement of Hamilton Morgan setting forth the terms of the buy-sell
rights, annexed hereto as Exhibit 9.1, is incorporated in its entirety by
reference in response to this Item 5.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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c) Exhibits
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9.1 - Amended and Restated Limited Liability Company Agreement
of Hamilton Morgan dated May 5, 1995, among Robert M. Haft,
Mary Z. Haft and FoxMeyer Health Corporation, incorporated
by reference to Phar-Mor's Registration Statement on Form
10, filed October 23, 1995, as amended, under File No.
0-7050.
99.1 - Press Release
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SIGNATURES
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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 thereunto duly authorized.
Phar-Mor, Inc.
Date: December 20, 1996 By: /s/ M. David Schwartz
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M. David Schwartz
President and Chief Operating Officer
Date: December 20, 1996 By: /s/ Daniel P. O'Leary
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Daniel P. O'Leary
Senior Vice President and
Chief Financial Officer
Date: December 20, 1996 By: /s/ John R. Ficarro
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John R. Ficarro
Senior Vice President, Secretary and
General Counsel
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INDEX TO EXHIBITS
FORM 8-K
Exhibit
9.1 - Amended and Restated Limited Liability Company Agreement
of Hamilton Morgan dated May 5, 1995, among Robert M. Haft,
Mary Z. Haft and FoxMeyer Health Corporation, incorporated by
reference to Phar-Mor's Registration Statement on Form 10, filed
October 23, 1995, as amended, under File No. 0-27050.
99.1 - Press Release
[PHAR-MOR LOGO HERE] Phar-Mor, Inc.
20 Federal Plaza West
P.O. Box 400
Youngstown, Ohio 44501-0400
330-740-2020
330-740-2985 FAX
NEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWS
FOR IMMEDIATE RELEASE
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DECEMBER 19, 1996, YOUNGSTOWN, OHIO -- Phar-Mor, Inc. has been informed
that FoxMeyer Health Corporation (NYSE: FOX) yesterday exercised its buy-sell
rights under its agreement with Robert M. Haft with respect to Hamilton
Morgan, LLC, a Delaware limited liability company that currently directly owns
3,750,000 shares of Phar-Mor common stock. Robert M. Haft, Phar-Mor's
Chairman of the Board and Chief Executive Officer, and his wife Mary Z. Haft,
as tenants by the entirety, own 30.2% of the membership interests in Hamilton
Morgan, and FoxMeyer Health Corporation owns the remaining 69.8% of such
interests. Abbey Butler and Melvyn Estrin, co-chairmen of the board, co-chief
executive officers and major shareholders of FoxMeyer, are directors of
Phar-Mor.
Currently, Hamilton Morgan owns approximately 30.8% of the outstanding
shares of Phar-Mor common stock. Hamilton Morgan also has been granted
proxies to vote an additional 7.9% of the outstanding shares of Phar-Mor
common stock and has voting power with respect to an additional 1% of the
Phar-Mor stock that may be acquired by Haft or FoxMeyer upon the exercise of
options or warrants.
Under the Hamilton Morgan LLC agreement, either member of Hamilton Morgan
may offer to buy from or sell to, the other member its membership interests in
Hamilton Morgan. Pursuant to the agreement, FoxMeyer has offered to sell its
Hamilton Morgan membership interests to Haft, or to purchase Haft's membership
interests in Hamilton Morgan. The buy-sell price implies a total valuation
for Hamilton Morgan of $33,750,000. Under the terms of the Hamilton Morgan
LLC agreement, Haft has a period of 90 days to consider the offers. Closing
under the buy-sell must occur within 30 days after Haft's acceptance or
rejection of the offers.
On October 11, 1996, Phar-Mor and ShopKo Stores, Inc. (NYSE:SKO) filed
materials with the Securities and Exchange Commission outlining a proposed
business combination in which shares of a newly formed holding company, Cabot
Noble, Inc. will be exchanged for shares of both Phar-Mor and ShopKo. Phar-Mor
is unable to determine at this time what effect, if any, FoxMeyer's
exercise of the buy-sell provision will have on the proposed business
combination. As disclosed in these filings, the Phar-Mor shares beneficially<PAGE>
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owned by Hamilton Morgan may not be voted without the unanimous consent of the
members of Hamilton Morgan, and FoxMeyer has indicated that it has not reached
a conclusion as to its position on the proposed business combination.
Phar-Mor is a retail drug store chain with 103 stores in 19 states. The
Company's common stock is traded on the Nasdaq National Market under the
symbol "PMOR."
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Contact: Gary Holmes
212-484-7736
