SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)OF THE
SECURITIES EXCHANGE ACT OF 1934
PERRY DRUG STORES, INC.
(NAME OF SUBJECT COMPANY)
LAKE ACQUISITION CORPORATION
RITE AID CORPORATION
(BIDDERS)
COMMON STOCK, $.05 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
714611 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
FRANKLIN C. BROWN, ESQ.
EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL
RITE AID CORPORATION
30 HUNTER LANE
CAMP HILL, PA 17011
TELEPHONE: (717) 761-2633
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidders)
WITH A COPY TO:
NANCY A. LIEBERMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 735-3000
Rite Aid Corporation, a Delaware corporation
("Parent"), and Lake Acquisition Corporation, a wholly owned
subsidiary of Parent (the "Purchaser"), hereby amend and
supplement their Statement on Schedule 14D-1 ("Schedule 14D-1"),
filed with the Securities and Exchange Commission (the
"Commission") on December 29, 1994, with respect to the
Purchaser's offer to purchase all outstanding shares of common
stock, par value $.05 per share (the "Common Stock"), of Perry
Drug Stores, Inc., a Michigan corporation (the "Company"), and
the associated Preferred Stock Purchase Rights (the "Rights" and,
together with the Common Stock, the "Shares") issued pursuant to
the Rights Agreement, dated as of February 4, 1987, as amended,
between the Company and State Street Bank & Trust Company, as
successor Rights Agent (the "Rights Agreement"), at a price of
$11.00 per Share, net to the seller in cash, without interest
thereon.
Unless otherwise indicated herein, each capitalized
term used but not defined herein shall have the meaning ascribed
to such term in Schedule 14D-1 or in the Offer to Purchase
referred to therein.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of the Schedule
14D-1 is hereby amended and supplemented by the following
information:
On December 29, 1994, Parent issued a press release, a
copy of which is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference, relating to the commencement of
the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Text of Press Release, dated December 29, 1994,
issued by Rite Aid Corporation.
SIGNATURE
After due 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: January 3, 1995
RITE AID CORPORATION
By: /s/ Martin L. Grass
_________________________
Name: Martin L. Grass
Title: President and
Chief Operating Officer
SIGNATURE
After due 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: January 3, 1995
LAKE ACQUISITION CORPORATION
By: /s/ Martin L. Grass
___________________________
Name: Martin L. Grass
Title: Vice President
EXHIBIT INDEX
Exhibit No. Description
(a)(9) Text of Press Release, dated December 29, 1994, issued
by Rite Aid Corporation.
EXHIBIT (a)(9)
[logo of Rite Aid] MAILING ADDRESS
P.O. Box 3165
Harrisburg, PA 17105
PRESS RELEASE GENERAL OFFICE
For Further Information Contact: 30 Hunter Lane
Camp Hill, PA 17011
Frank Bergonzi
Senior Vice President, Finance
717-975-5750
FOR IMMEDIATE RELEASE
RITE AID ANNOUNCES CASH TENDER OFFER FOR PERRY DRUG STORES,
INC. STOCK AT $11 PER SHARE.
CAMP HILL, PA (December 29, 1994)-Rite Aid Corporation (RAD-NYSE, PSE)
announced today that Lake Acquisition Corporation, its wholly owned subsidiary,
has commenced a cash tender offer for all outstanding shares of common stock of
Perry Drug Stores, Inc. at $11 per share. The offer is being made pursuant to
the previously announced merger agreement between Rite Aid and Perry Drug. The
offer is conditioned upon, among other things, the tender of a majority of the
shares oustanding on a fully diluted basis. The offer and withdrawal rights
are scheduled to expire at midnight on Friday, January 27, 1995. Mackenzie
Partners, Inc. is acting as the Information Agent for the offer.
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