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) August 22, 1997
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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 44501-0400
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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<PAGE>
<PAGE> 02
Item 5. Other Events.
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On August 22, 1997 Phar-Mor, Inc. (the "Company") announced that Robert
M. Haft ("Haft"), Chairman and Chief Executive Officer of the Company and
Avatex Corporation ("Avatex") (formerly FoxMeyer Health Corporation) have
entered into an agreement regarding Hamilton Morgan LLC ("Hamilton Morgan"),
an entity jointly owned by Haft and Avatex and which beneficially owns 39.7%
of the Company's common stock, which agreement resolves issues stemming from
Avatex triggering a buy/sell mechanism in December 1996.
The press release issued by the Company with respect to the agreement,
annexed hereto as Exhibit 99.1, 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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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: August 27, 1997 By:/s/ M. David Schwartz
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M. David Schwartz
President and Chief Operating
Officer
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<PAGE> 04
INDEX TO EXHIBITS
FORM 8-K
Exhibit
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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PHAR-MOR PRINCIPAL SHAREHOLDER RESOLVES OWNERSHIP
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YOUNGSTOWN, OHIO, AUGUST 22, 1997 - Phar-Mor, Inc. (PMOR:NASDAQ)
announced that Robert M. Haft, Chairman and Chief Executive Officer of Phar-Mor,
and Avatex Corporation (NYSE:AAV)(formerly FoxMeyer Health Corporation)
have entered into an agreement regarding Hamilton Morgan LLC, an entity they
jointly own and which beneficially owns 39.7% of Phar-Mor's common stock. The
agreement resolves issues arising from Avatex triggering in December 1996 a
buy/sell mechanism. In exchange for 3,750,000 Phar-Mor shares and return of a
voting proxy on other Phar-Mor shares, Hamilton Morgan will: redeem the 69.8%
Avatex interest in Hamilton Morgan; re-pay certain indebtedness; and receive
other consideration. If the transaction is consummated, Avatex will
beneficially hold 39.7% of Phar-Mor's common stock.
The agreement is subject to several conditions being met within 30 days,
including Avatex obtaining an order from the Delaware court in the Official
Committee of Unsecured Creditors of FoxMeyer Corporation vs. FoxMeyer Health
Corporation (Avatex). The agreement is also subject to Mr.Haft entering into
an acceptable severance agreement with Phar-Mor with respect to his employment
agreement, and at closing of the transaction, resigning from the Phar-Mor
Board of Directors. In addition, Linda Haft a current director of Phar-Mor,
will resign upon consummation of the transactions. Abbey Butler and Melvyn
Estrin, the Co-Chairmen and Co-Chief Executive Officers of Avatex, are also
directors of Phar-Mor.
Robert Haft stated, "My mission of saving nearly 6,000 jobs, restoring
the customer's faith in the Company and setting the course for the future has
been accomplished."
"Phar-Mor's dedicated management team has made substantial strides in
rebuilding the Company over the last two years. We have: 1) recorded the
Company's first-ever audited profit on a pro forma basis in fiscal 1996 versus
losses totaling $200 million in the previous two years while in bankruptcy; 2)
accumulated cash of approximately $80 million as of July 1997; 3) recorded
positive same store sales increases for the first time in five years; 4)
developed and remodeled five prototype 60,000-square-foot food and drug
warehouse club' stores, which are generating positive sales and profit
increases; 6) made plans to open two new stores and remodel 13 stores during
fiscal 1998 to the successful warehouse club' format and 7) successfully
implemented a new marketing and merchandising plan which includes Guaranteed
Lowest Prescription Prices or It's Free' and Don't Pay Drug Store Prices'."
Mr.Haft further stated: "Our Company's talent, resources, vision and
desire are working effectively to serve our customers, shareholders and
employees."
Phar-Mor is a retail drug store chain with 104 stores in 19 states. The
Company's common stock is traded on the NASDAQ National Market under the
symbol "PMOR".
# # #
Contact: Gary Holmes
(212) 484-7736
Robert Haft
(202) 424-7678
