THIS DOCUMENT IS A COPY OF THE AMENDMENT NO. 1 TO SCHEDULE
13G FILED ON FEBRUARY 14, 1997 PURSUANT TO A RULE 201 TEMPORARY
HARDSHIP EXEMPTION.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
PHAR-MOR, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
717113 20 3
(CUSIP Number)
*Check the following box if a fee is being paid with this
statement [ ].
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Exhibit Index at page 10
Page 1 of 12
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2
1 NAME OF REPORTING PERSON Hamilton Morgan L.L.C.
S.S. or I.R.S. IDENTIFICATION
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (x)
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION: Delaware
NUMBER OF
SHARES 5 SOLE VOTING POWER: -0-
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER: 4,908,435
EACH
REPORTING 7 SOLE DISPOSITIVE POWER: -0-
PERSON WITH 8 SHARED DISPOSITIVE POWER: 3,750,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 4,908,435
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 40.4%
12 TYPE OF REPORTING PERSON: 00
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3
1 NAME OF REPORTING PERSON Avatex Corporation
S.S. or I.R.S. IDENTIFICATION
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (x)
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION: Delaware
NUMBER OF
SHARES 5 SOLE VOTING POWER: -0-
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER: 4,908,435<FN1>
EACH
REPORTING 7 SOLE DISPOSITIVE POWER: 1,045,935
PERSON WITH 8 SHARED DISPOSITIVE POWER: 3,750,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 4,908,435
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 40.4%
12 TYPE OF REPORTING PERSON: CO
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4
1 NAME OF REPORTING PERSON Robert M. Haft
S.S. or I.R.S. IDENTIFICATION
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (x)
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION: U.S.
NUMBER OF
SHARES 5 SOLE VOTING POWER: -0-
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER: 4,908,435<FN1>
EACH
REPORTING 7 SOLE DISPOSITIVE POWER: 112,500
PERSON WITH 8 SHARED DISPOSITIVE POWER: 3,750,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 4,908,435
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 40.4%
12 TYPE OF REPORTING PERSON: IN
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5
Item 1(a) Name of Issuer:
The name of the issuer to which this Statement on Schedule
13G relates is Phar-Mor, Inc., a Pennsylvania corporation (the
"Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
The principal executive offices of the Issuer are located at
20 Federal Plaza West, Youngstown, Ohio 44501.
Item 2(a) Name of Person Filing:
This Schedule 13G is filed by Hamilton Morgan L.L.C., a
Delaware limited liability company (formerly known as Robert Haft
Group/Phar-Mor L.L.C.) ("Hamilton Morgan"), Robert M. Haft and
Avatex Corporation, a Delaware corporation (formerly known as
FoxMeyer Health Corporation) ("Avatex").
Item 2(b) Address of Principal Business Office or, if none,
Residence:
The principal business address of Hamilton Morgan is 3000 K
Street, N.W., Suite 100, Washington, D.C. 20008. The principal
business address of Mr. Haft is 20 Federal Plaza West,
Youngstown, Ohio 44501. The principal business address of
Avatex is 5910 North Central Expressway, Suite 1780, Dallas,
Texas 75206.
Item 2(c) Citizenship:
Mr. Haft is a citizen of the United States. Hamilton Morgan
is a Delaware limited liability company. Avatex is a Delaware
corporation.
Item 2(d) Title of Class of Securities:
This Schedule 13G relates to the Common Stock of the Issuer,
par value $.01 per share (the "Common Stock").
Item 2(e) CUSIP Number:
717133 20 3
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Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act,
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership
(a) Amount Beneficially Owned:
For the amount of shares of Common Stock beneficially owned
by Hamilton Morgan, see Item 9 on page 2 hereof; for the amount
of shares of Common Stock beneficially owned by Avatex, see Item
9 on page 3 hereof; for the amount of shares of Common Stock
beneficially owned by Robert M. Haft, see Item 9 on page 4
hereof.
(b) Percent of Class:
For the percentage of the Common Stock beneficially owned by
Hamilton Morgan, see Item 11 on page 2 hereof; for the percentage
of the Common Stock beneficially owned by Avatex, see Item 11 on
page 3 hereof; for the percentage of the Common Stock
beneficially owned by Robert M. Haft, see Item 11 on page 4
hereof.
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7
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
None.
(ii) shared power to vote or to direct the vote:
For the number of shares of Common Stock which Hamilton
Morgan has shared power to vote or to direct the vote, see Item 6
on page 2 hereof; for the number of shares of Common Stock which
Avatex has shared power to vote or to direct the vote, see Item 6
on page 3 hereof<FN1>; for the number of shares of Common Stock
which Robert M. Haft has shared power to vote or to direct the
vote, see Item 6 on page 4 hereof.
(iii) sole power to dispose or to direct the
disposition of:
For the number of shares of Common Stock which Avatex has
sole power to dispose or to direct the disposition of, see Item 7
on page 3 hereof; for the number of shares of Common Stock which
Robert M. Haft has sole power to dispose or to direct the
disposition of, see Item 7 on page 4 hereof.
(iv) shared power to dispose or to direct the
disposition of:
For the number of shares of Common Stock which Hamilton
Morgan has shared power to dispose or to direct the disposition
of, see Item 8 on page 2 hereof; for the number of shares of
Common Stock which Avatex has shared power to dispose or to
direct the disposition of, see Item 8 on page 3 hereof; for the
number of shares of Common Stock which Robert M. Haft has shared
power to dispose or to direct the disposition of, see Item 8 on
page 4 hereof.
<FN1>Avatex and Haft currently disagree as to whether certain
provisions of the Amended and Restated Limited Liability Company
Agreement of Robert Haft Group/Phar-Mor L.L.C. dated May 5, 1995,
as amended, have been triggered. Haft contends that if
triggered, the provisions would shift Avatex's shared voting
power over the shares of the Common Stock to Hamilton Morgan.
Haft further contends that such provisions have been triggered
and, therefore, Avatex no longer has shared voting power over the
4,908,435 shares of the Common Stock. Avatex contends that such
provisions are not applicable and that, for certain other
reasons, Haft no longer has shared voting power over the
4,908,435 shares of Common Stock with respect to certain voting
issues.
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8
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
Robert M. Haft and Mary Z. Haft, as tenants-by-the-entirety,
have the right to receive, and the power to direct the receipt
of, 30.2% of (i) any dividends paid and (ii) any proceeds of
sale, with respect to 3,750,000 shares of the 4,852,185 shares of
Common Stock beneficially owned by Hamilton Morgan pursuant to
the Amended and Restated Limited Liability Company Agreement of
Robert Haft Group/Phar-Mor L.L.C. dated May 5, 1995, as amended.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company
Not applicable
Item 8. Identification and Classification of Member of the
Group
See Exhibit 1
Item 9. Notice of Dissolution of Group
Not applicable
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9
Item 10. Certification
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: 2/14/97
SIGNED: HAMILTON MORGAN L.L.C.
By: /s/ Robert M. Haft
Robert M. Haft
President
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10
EXHIBIT INDEX
Exhibit No. Description Page No.
1 Rule 13d-1(c) Members 10
2 Joint Filing Agreement, dated as of 2/8/96 11
among Hamilton Morgan L.L.C., FoxMeyer
Health Corporation and Robert M. Haft
11
EXHIBIT 1
RULE 13d-1(c) MEMBERS
This exhibit is filed as part of the Schedule 13G, and is
referenced by Item 8.
Pursuant to the Amended and Restated Limited Liability
Company Agreement of Robert Haft Group/Phar-Mor L.L.C. dated May
5, 1995, as amended, and the Joint and Irrevocable Proxy dated
May 5, 1995, by and among Robert M. Haft, FoxMeyer Health
Corporation, FoxMeyer Corporation and Robert Haft Group/Phar-Mor
L.L.C. the following persons may be deemed to be members of a
group controlling the shares of Common Stock referenced in the
attached Schedule 13G:
Hamilton Morgan L.L.C.
Avatex Corporation
Robert M. Haft
Robert M. Haft and Mary Z. Haft, as tenants-by-the-entirety
12
EXHIBIT 2
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT is entered into as of the 8th
day of February, 1996 by and among HAMILTON MORGAN L.L.C., a
Delaware Limited Liability Company, FOXMEYER HEALTH CORPORATION,
a Delaware corporation, and Robert M. Haft.
The undersigned hereby agree that the initial filing, and
all subsequent amendments thereto, of a Schedule 13G relating to
Phar-Mor, Inc., pursuant to Section 13(g) of the Securities and
Exchange Act of 1934, and Reg. Section 240.13d-1 et seq. shall be
filed together, pursuant to Rule 13d-1(f)(1), by Hamilton Morgan
L.L.C. Each party hereto affirms that they are eligible to use
Schedule 13G with respect to the initial filing, and that such
filing is being done in a timely fashion. Furthermore, each
party hereto agrees to inform Hamilton Morgan L.L.C., as well as
the other parties hereto, of any change which could create an
obligation to amend this Schedule 13G.
DATE: 2/8/96
SIGNED: HAMILTON MORGAN L.L.C.
By: /s/ Robert M. Haft
Robert M. Haft
President
/s/ Robert M. Haft
ROBERT M. HAFT
FOXMEYER HEALTH CORPORATION
By: /s/ Grady E. Schleier
Grady E. Schleier
Vice President and Treasurer
