PHAR MOR INC
SC 13G, 1997-02-12
DRUG STORES AND PROPRIETARY STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

             INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                  UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
                             (Amendment No.       )*


                                 Phar-Mor, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   717113203
- --------------------------------------------------------------------------------
                                 (CUSIP Number)



- -----------------------------

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section 
of the Act but shall be subject to all other provisions of the Act (however, 
see the Notes).


                        (Continued on following page(s))
                                Page 1 of 8 Pages

<PAGE>

CUSIP No. 717113203                    13G              Page  2  of  8  Pages   
- ----------------------                               ---------------------------

- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

               The TCW Group, Inc.
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  / /
                                                                        (b)  /X/
- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION

          Nevada corporation
- --------------------------------------------------------------------------------
           NUMBER OF               5    SOLE VOTING POWER
            SHARES                                                     755,100
         BENEFICIALLY              ---------------------------------------------
           OWNED BY                6    SHARED VOTING POWER
             EACH                                                          -0-
           REPORTING               ---------------------------------------------
            PERSON                 7    SOLE DISPOSITIVE POWER
             WITH                                                      755,100
                                   ---------------------------------------------
                                   8    SHARED DISPOSITIVE POWER
                                                                           -0-
- --------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                                       755,100
- --------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES*
                                                                           / /
- --------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
      6.2% (see response to Item 4)
- --------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON*
                                      HC/CO
- --------------------------------------------------------------------------------



                    *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

CUSIP No. 717113203                    13G              Page  3  of  8  Pages   
- ----------------------                               ---------------------------

- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

               Robert Day
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  / /
                                                                        (b)  /X/
- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION

          United States Citizen
- --------------------------------------------------------------------------------
           NUMBER OF               5    SOLE VOTING POWER
            SHARES                                                     755,100
         BENEFICIALLY              ---------------------------------------------
           OWNED BY                6    SHARED VOTING POWER
             EACH                                                          -0-
           REPORTING               ---------------------------------------------
            PERSON                 7    SOLE DISPOSITIVE POWER
             WITH                                                      755,100
                                   ---------------------------------------------
                                   8    SHARED DISPOSITIVE POWER
                                                                           -0-
- --------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                                       755,100
- --------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES*
                                                                           / /
- --------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
      6.2% (see response to Item 4)
- --------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON*7
                                      HC/IN
- --------------------------------------------------------------------------------



                    *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

                                                              Page 4 of 8 Pages

Item 1(a).     Name of Issuer:

               Phar-Mor, Inc.

Item 1(b).     Address of Issuer's Principal Executive Offices:

               20 Federal Plaza West
               Youngstown, OH 44501-400
               
Item 2(a).     Name of Persons Filing:
Item 2(b).     Address of Principal Business Office:
Item 2(c).     Citizenship:

               The TCW Group, Inc.
               865 South Figueroa Street
               Los Angeles, CA 90017
               (Nevada Corporation)

               Robert Day 
               200 Park Avenue, Suite 2200
               New York, New York 10166
               (United States Citizen)

Item 2(d).     Title of Class of Securities:

               Common Stock

Item 2(e).     CUSIP Number:

               717113203

<PAGE>

                                                              Page 5 of 8 Pages

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:

                         Not applicable

          (b)  [ ]  Bank as defined in Section 3(a)(6) of the Act:

                         Not applicable

          (c)  [ ]  Insurance Company as defined in Section 3(a)(19) of the Act:
                    
                         Not applicable

          (d)  [ ]  Investment Company registered under Section 8 of the
                    Investment Company Act:

                         Not applicable

          (e)  [ ]  Investment Adviser registered under Section 203 of the
                    Investment Advisers Act of 1940:

                         Not applicable

          (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 13d-1(b)(1)(ii)(F)):

                         Not applicable

          (g)  [X]  Parent Holding Company, in accordance with Rule
                    13d-1(b)(ii)(G) (SEE Item 7):

                         The TCW Group, Inc.
                         Robert Day (individual who may be deemed to control The
                              TCW Group, Inc. and other holders of the Common
                              Stock of the issuer)

          (h)  [ ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(H):

                         Not applicable.

<PAGE>

                                                              Page 6 of 8 Pages

Item 4.   Ownership **

          THE TCW GROUP, INC.

               (a)  Amount beneficially owned: 755,100

               (b)  Percent of class: 6.2%

               (c)  Number of shares as to which such person has:

                    (i)   Sole power to vote or to direct the vote:
                            755,100

                    (ii)  Shared power to vote or to direct the vote:   none.

                    (iii) Sole power to dispose or direct the disposition of:
                            755,100

                    (iv)  Shared power to dispose or to direct the disposition
                    of:  none.

          ROBERT DAY 

               (a)  Amount beneficially owned: 755,100

               (b)  Percent of class: 6.2%

               (c)  Number of shares as to which such person has:

                    (i)   Sole power to vote or to direct the vote: 
                            755,100

                    (ii)  Shared power to vote or to direct the vote: none.

                    (iii) Sole power to dispose or direct the disposition of:
                            755,100

                    (iv)  Shared power to dispose or to direct the disposition
                    of:  none.


- --------------------
**  The filing of this Schedule 13G shall not be construed as an admission 
that the reporting person or any of its affiliates is, for the purposes of 
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial 
owner of any securities covered by this Schedule 13G.  In addition, the 
filing of this Schedule 13G shall not be construed as an admission that the 
reporting person or any of its affiliates is the beneficial owner of any 
securities covered by this Schedule 13G for any other purposes than Section 
13(d) of the Securities Exchange Act of 1934.

<PAGE>

                                                              Page 7 of 8 Pages

Item 5.        Ownership of Five Percent or Less of a Class.

                    Not applicable.

Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

               Various persons other than as described in Item 4 have the right
               to receive or the power to direct the receipt of dividends from,
               or the proceeds from the sale of, the Common Stock of Phar-Mor,
               Inc.

Item 7.        Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported on by the Parent Holding
               Company.

               SEE Exhibit A.

Item 8.        Identification and Classification of Members of the Group.

               Not applicable. SEE Exhibits A and B.

Item 9.        Notice of Dissolution of Group.

               Not applicable.

Item 10.       Certification.

               Because this statement is filed pursuant to Rule 13d-1(b), the
               following certification is included:


               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were acquired in the
               ordinary course of business and were not acquired for the purpose
               of and do not have the effect of changing or influencing the
               control of the issuer of such securities and were not acquired in
               connection with or as a participant in any transaction having
               such purpose or effect.

<PAGE>

                                                              Page 8 of 8 Pages

                                    SIGNATURE


               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.


Dated this 12th day of February, 1997.


                                        The TCW Group, Inc.


                                        By:  /s/ Mohan V. Phansalkar
                                             -----------------------
                                             Mohan V. Phansalkar
                                             Authorized Signatory



                                   Robert Day


                                        By:  /s/ Mohan V. Phansalkar
                                             -----------------------
                                             Mohan V. Phansalkar
                                             Under Power of Attorney dated 
                                             January 30, 1996, on File with
                                             Schedule 13G Amendment Number 1 for
                                             Matrix Service Co. dated January
                                             30, 1996.

<PAGE>


                                    EXHIBIT A


                 RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY

PART A: TCW ENTITIES

PARENT HOLDING COMPANY:

               The TCW Group, Inc.

               Robert Day (an individual who may be deemed to control
               The TCW Group, Inc.)


RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):

          (i)  Trust Company of the West, a California corporation and a bank as
          defined in Section 3(a)(6) of the Securities Exchange Act of 1934. 

          (ii) TCW Asset Management Company, a California corporation and an
          Investment Adviser registered under Section 203 of the Investment
          Advisers Act of 1940.

Note:          No Common Stock of Phar-Mor, Inc. is held directly by The TCW
               Group, Inc.  Other than the indirect holdings of The TCW Group,
               Inc. no Common Stock of Phar-Mor, Inc. is held directly or
               indirectly by Robert Day, an individual who may be deemed to
               control The TCW Group, Inc. 

PART B: NON TCW ENTITIES

PARENT HOLDING COMPANY:

               Robert Day (an individual who may be deemed to control the
               holders described below which are not subsidiaries of The TCW
               Group, Inc.)

RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN 
RULE 13d-1(b):

               Oakmont Corporation, a California corporation and an Investment
               Adviser registered under Section 203 of the Investment Advisers
               Act of 1940.

               Cypress International Partners Limited, a British Virgin Islands
               corporation and an Investment Adviser registered under Section
               203 of the Investment Advisers Act of 1940.


                                     A-1

<PAGE>
                                   EXHIBIT B

                             JOINT FILING AGREEMENT


               The undersigned acknowledge and agree that the foregoing 
statement on Schedule 13G is filed on behalf of each of the undersigned and 
that all subsequent amendments to this statement on Schedule 13G shall be 
filed on behalf of each of the undersigned without the necessity of filing 
additional joint acquisition statements.  The undersigned acknowledge that 
each shall be responsible for the timely filing of such amendments, and for 
the completeness and accuracy of the information concerning him or it 
contained therein, but shall not be responsible for the completeness and 
accuracy of the information concerning the other, except to the extent that 
he or it knows or has reason to believe that such information is accurate.


Dated: February 12, 1997


                                        The TCW Group, Inc.


                                        By:  /s/ Mohan V. Phansalkar
                                             -----------------------
                                             Mohan V. Phansalkar
                                             Authorized Signatory



                                        Robert Day


                                        By:  /s/ Mohan V. Phansalkar
                                             -----------------------
                                             Mohan V. Phansalkar
                                             Under Power of Attorney dated
                                             January 30, 1996, on File with
                                             Schedule 13G Amendment Number 1 for
                                             Matrix Service Co. dated January
                                             30, 1996.


                                      B-1


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