SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 23, 1994
PERRY DRUG STORES, INC.
(Exact name of registrant as specified in its charter)
Michigan 1-7941 38-0947300
(State or other jurisdiction (Commission File (IRS Employer
of incorporation or Number) Identification No.)
organization
5400 Perry Drive, P.O. Box 436021, Pontiac, MI 48343-6021
(Address of principal executive offices)
Registrant's telephone number, including area code: (810) 334-1300
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
PERRY DRUG STORES, INC.
CURRENT REPORT ON FORM 8-K
Item 5. OTHER EVENTS.
On December 23, 1994, the Registrant entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Rite Aid Corporation
("Rite Aid") and its wholly-owned subsidiary, Lake Acquisition
Corporation ("Purchaser"), which provides for the merger of the
Purchaser with and into the Registrant and the conversion of all of the
outstanding shares of common stock of the Registrant, par value $0.05
per share, together with associated preferred stock purchase rights
(together, the "Shares"), into the right to receive cash in the amount
of $11.00 per share. The Merger Agreement also provides for the
Purchaser to commence a tender offer (the "Offer") for any and all
Shares at a price of $11.00 per share, net to the seller. The Offer was
commenced on December 29, 1994, and is scheduled to expire at midnight
on Friday, January 27, 1995, unless extended by the Purchaser. The
Offer is subject to the satisfaction of the condition that there will be
validly tendered prior to the expiration date and not withdrawn a number
of Shares which, together with the Shares owned by the Purchaser or Rite
Aid, represents at least a majority of the Shares outstanding on a fully
diluted basis (excluding shares of common stock of the Registrant
issuable upon conversion of outstanding subordinated debentures), and to
certain other conditions. A copy of the Merger Agreement is filed as
Exhibit 2 to this Current Report. In addition, on December 23, 1994,
Mr. Jack A. Robinson and his wife entered into separate agreements with
Rite Aid and the Purchaser (the "Shareholders Agreements") pursuant to
which, among other things, they each agreed to tender in the Offer all
of the 1,115,284 Shares of which they are collectively the beneficial
owners.
On December 23, 1994, the Board of Directors of the Registrant
approved an amendment to the Registrant's Rights Agreement, dated as of
February 4, 1987, as amended, between the Registrant and State Street
Bank & Trust Company, as successor Rights Agent, as necessary to prevent
the Merger Agreement or the Shareholders Agreements or the announcement
or consummation of any of the transactions contemplated thereby,
including the Offer and the Merger, from resulting in the distribution
of separate rights certificates or the occurrence of a Distribution Date
or being deemed a Triggering Event, and to provide that neither Rite Aid
nor the Purchaser will be deemed to be an Acquiring Person by reason of
the transactions expressly provided for in the Merger Agreement or the
Shareholders Agreements. A copy of the amendment to the Rights
Agreement is filed as Exhibit 4 to this Current Report. On December 23,
1994, the Board of Directors of the Registrant also amended Section 2.11
of the Registrant's Bylaws to provide that the Michigan "Control Share
Act," Chapter 7B of the Michigan Business Corporation Act, shall not
apply to any "control share acquisition" of the Company's Common Stock,
including (but not limited to) the Offer and the Merger. A copy of the
Registrant's Restated and Amended Bylaws is filed as Exhibit 3.2 hereto.
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired. NONE.
(b) Pro Forma Financial Information. NOT APPLICABLE.
(c) Exhibits:
Ex. No. Description
2 Agreement and Plan of Merger, dated as of December 23,
1994, by and among Registrant, Rite Aid Corporation and
Lake Acquisition Corporation (previously filed as
Exhibit 1 to the Registrant's Schedule 14D-9 filed with
the Commission on December 29, 1994 and incorporated
herein by reference).
3.2 Restated and Amended Bylaws, as amended through
December 239, 1994 (filed herewith).
4 Amendment to Rights Agreement, dated as of December 23,
1994, between Registrant and State Street Bank & Trust
Co., as Successor Rights Agent (filed herewith).
SIGNATURES
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.
PERRY DRUG STORES, INC.
(Registrant)
Dated: January 6, 1995 /S/ JERRY E. STONE
Jerry E. Stone
Senior Vice President and Treasurer
(Principal Financial and Duly
Authorized Officer)
<PAGE>
EXHIBIT INDEX
Ex. No. Description Page
2 Agreement and Plan of Merger, dated as of December 23,
1994, by and among Registrant, Rite Aid Corporation and
Lake Acquisition Corporation (previously filed as
Exhibit 1 to the Registrant's Schedule 14D-9 filed
with the Commission on December 29, 1994 and
incorporated herein by reference). ---
3.2 Restated and Amended Bylaws, as amended through
December 23, 1994 (filed herewith).
4 Amendment to Rights Agreement, dated as of
December 23, 1994, between Registrant and
State Street Bank & Trust Company, as
Successor Rights Agent (filed herewith).
<PAGE>
RESTATED AND AMENDED
BYLAWS
of
PERRY DRUG STORES, INC.,
a Michigan corporation
(as amended through December 23, 1994)
ARTICLE I
OFFICES
1.01 Principal Office. The principal office of the
corporation shall be at such place within the State of Michigan
as the Board of Directors shall determine from time to time.
The corporation's registered office shall be the same as its
principal office.
1.02 Other Offices. The corporation may also have
offices at such other places, both within and without the State
of Michigan, as the Board of Directors may from time to time
determine or as the business of the corporation may require.
ARTICLE II
SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
2.01 Place of Meetings. All meetings of the shareholders
shall be held at the principal office of the corporation, or at
such other place either within or without the State of Michigan
as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.
2.02 Annual Meeting. The annual meeting of shareholders
shall be held on the third Tuesday of March each year if not a
legal holiday, and if a legal holiday, then on the next secular
day following, at such time as determined by the Board of
Directors, or at such other date and time as shall be designated
from time to time by the Board of Directors and stated in the
notice of the meeting. Directors shall be elected at each
annual meeting in the manner provided in Section 3.04 hereof and
such other business transacted as properly may come before the
meeting.
2.03 Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation, may
be called by the Chairman of the Board or President and shall be
called by the Chairman of the Board, President or Secretary at
the written request of a majority of the Board of Directors, or
at the written request of shareholders holding a majority of the
shares of the capital stock of the corporation outstanding and
entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any
special meeting of shareholders shall be limited to the purposes
stated in the notice.
2.04 Notice of Meetings. Except as otherwise provided by
statute, written notice of a meeting of shareholders stating the
time, place and purposes of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less
than 10 nor more than 60 days before the date of the meeting,
either personally or by mailing such notice to his last address
as it appears on the books of the corporation. No notice need
be given of an adjourned meeting of the shareholders, provided
the time and place to which such meeting is adjourned are
announced at the meeting at which the adjournment is taken and
at the adjourned meeting only such business is transacted as
might have been transacted at the original meeting. However, if
after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record on the new record date
entitled to notice as provided in this Bylaw.
2.05 Record Dates. In order that the corporation may
determine the shareholders entitled to notice of, or to vote at,
any meeting of shareholders or any adjournment thereof, or to
express consent to, or to dissent from, a proposal without a
meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not
be more than 60 nor less than 10 days before the date of such
meeting, nor more than 60 days prior to any other action. A
determination of shareholders of record entitled to notice of,
or to vote at, a meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
Only such shareholders as shall be shareholders of record on the
date so fixed shall be entitled to notice of, and to vote at,
such meeting or adjournment thereof, or to express consent or to
dissent from such proposal, or to receive payment of such
dividend or to receive such allotment of rights, or to
participate in any other action, as the case may be,
notwithstanding any transfer of any stock on the books of the
corporation, or otherwise, after any such record date. Nothing
in this Bylaw shall affect the rights of a shareholder and his
transferee or transferor as between themselves.
If no record date is fixed:
a. The record date for determining the shareholders of
record entitled to notice of, or to vote at, a
meeting of shareholders shall be at the close of
business on the day next preceding the day on which
notice is given, or, if no notice is given, at the
close of business on the day next preceding the day
on which the meeting is held; and
b. The record date for determining shareholders for any
other purpose shall be at the close of business on
the day on which the Board of Directors adopts the
resolution relating thereto.
2.06 List of Shareholders. The Secretary of the
corporation or the agent of the corporation who has charge of
the stock transfer records of the corporation shall prepare and
certify a complete list of the shareholders entitled to vote at
a shareholders' meeting or any adjournment thereof. Such list
shall be arranged in alphabetical order within each class and
series, and show the address of each shareholder and the number
of shares registered in the name of each shareholder. Such list
shall be produced at the time and place of the meeting, be open
to the examination of any shareholder during the whole time of
the meeting and be prima facie evidence as to who are the
shareholders entitled to examine the list or vote at the
meeting.
2.07 Quorum. Unless a greater or lesser quorum is
required by the Articles of Incorporation, these Bylaws, or the
laws of the State of Michigan, the shareholders present at a
meeting in person or by proxy who, as of the record date for
such meeting, were holders of a majority of the outstanding
shares of the corporation entitled to vote at the meeting shall
constitute a quorum at the meeting. Whether or not a quorum is
present, a meeting of shareholders may be adjourned by a vote of
the shares present in person or by proxy. When the holders of a
class or series of shares are entitled to vote separately on an
item of business, this Bylaw applies in determining the presence
of a quorum of such class or series for transaction of such item
of business.
2.08 Voting. Each outstanding share is entitled to one
vote on each matter submitted to a vote, unless otherwise
provided in the Articles of Incorporation. Votes shall be cast
in writing, signed by the shareholder or his proxy. When an
action, other than the election of directors, is to be taken by
a vote of the shareholders, it shall be authorized by a majority
of the votes cast by the holders of shares entitled to vote
thereon, unless a greater plurality is required by the Articles
of Incorporation or by the laws of the State of Michigan.
Except as otherwise provided by the Articles of Incorporation,
directors shall be elected by a plurality of the votes cast at
an election.
2.09 Proxies. A shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without
a meeting may authorize other persons to act for him by proxy.
A proxy shall be signed by the shareholder or his authorized
agent or representative and shall not be valid after the
expiration of three years from its date unless otherwise
provided in the proxy. A proxy is revocable at the pleasure of
the shareholder executing it except as otherwise provided by the
laws of the State of Michigan.
2.10 Inspectors of Election. The Board of Directors, in
advance of a shareholders' meeting, may, and on request of a
shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case a person appointed fails to appear or act,
the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the
person presiding thereat. If appointed, the inspectors shall
determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of
a quorum and the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine
challenges or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to
all shareholders. On request of the person presiding at the
meeting or a shareholder entitled to vote thereat, the
inspectors shall make and execute a written report to the person
presiding at the meeting of any of the facts found by them and
matters determined by them. The report shall be prima facie
evidence of the facts stated and of the vote as certified by the
inspectors.
2.11 Control Shares. Pursuant to Section 794 of the
Michigan Business Corporation Act ("MBCA"), Chapter 7B of the
MBCA does not apply to any "contol share acquisition" (as that
term is defined in Section 791 of the MBCA) of the shares of
Common Stock of the Company.
ARTICLE III
DIRECTORS AND MEETINGS OF THE BOARD OF DIRECTORS
3.01 Board Authority. The business and affairs of the
corporation shall be managed by, or under the direction of, its
Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by
the State of Michigan or by the Articles of Incorporation or by
these Bylaws directed or required to be exercised or done by the
shareholders. Without prejudice to the general power conferred
by the laws of the State of Michigan, and in addition to any
other powers conferred by the Articles of Incorporation or these
Bylaws, it is hereby expressly declared that the Board of
Directors shall have the following powers:
a. From time to time to make and change the rules and
regulations, not inconsistent with these Bylaws, for
the management of the corporation's business and
affairs;
b. To purchase or otherwise acquired for the
corporation any property rights or privileges, at
any price or consideration, and on such terms and
conditions as they think fit;
c. At their discretion, to pay for any property or
rights acquired by the corporation, either wholly or
partly in money, stock, bonds, debentures, or other
securities of the corporation;
d. Subject to these Bylaws, to appoint, elect or
select, and at their discretion, remove or suspend
such officers, agents, or servants of this
corporation, permanently or temporarily, as they
deem appropriate, and to determine their duties and
from time to time change their salaries or
emoluments, and to require security in such amounts
as they deem appropriate;
e. To confer, by resolution, upon any appointed or
elected offices of the corporation, the power to
appoint or remove or suspend any subordinate
officers, agents, or servants;
f. To authorize any person or corporation to accept and
hold in trust for the corporation any property
belonging to the corporation, or in which it is
interested, or for any other purpose, and to execute
and do all such duties and things as mey be
requisite in relation to any such trust;
g. To determine who shall be authorized, on the
corporation's behalf, to sign bills, notes,
receipts, acceptances, endorsements, mortgages,
checks, releases, deeds, contracts and other
instruments;
h. To delegate any of the powers of the Board of
Directors in the course of current business of the
corporation to any officers or agents or to appoint
any person to be the agent of the corporation, with
such powers (including the power to subdelegate) and
upon such terms as they deem appropriate; and
i. To fix salaries of all officers of the corporation.
3.02 Number. The number of directors constituting the
entire Board of Directors shall not be less than three nor more
than nine, the exact number of directors to be fixed from time
to time only by vote of a majority of the entire Board.
Directors need not be shareholders of the corporation.
3.03 Nominations. Nominations for the election of
directors may be made by the Board of Directors, the Nominating
Committee of the Board of Directors (if constituted), or by any
shareholder entitled to vote in the election of directors
generally. However, any such shareholder may nominate one or
more persons for election as directors at a meeting only if
written notice of such shareholder's intent to make such
nomination or nominations has been given, either by personal
delivery or by United States certified or registered mail,
postage prepaid, to the Secretary of the corporation, not later
than (i) with respect to an election to be held at an annual
meeting of shareholders, 90 days in advance of such meeting, and
(ii) with respect to an election to be held at a special meeting
of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice
of such meeting is first given to shareholders. Each such notice
shall set forth:
a. the name and address of the person or persons to be
nominated and of the shareholder who intends to make
the nomination;
b. a representation that the shareholder is a holder of
record of stock of the corporation entitled to vote
at such meeting;
c. a description of all arrangements or understandings
between the shareholder and each nominee and any
other person (naming such person) pursuant to which
the nomination or nominations are to be made by the
shareholder;
d. such other information regarding each nominee
proposed by such shareholder as would be required to
be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange
Commission had the nominee been nominated by the
Board of Directors; and
e. the consent of each nominee to serve as a director
of the corporation if so elected. The person
presiding at the meeting may refuse to acknowledge
the nomination of any person not made in compliance
with the foregoing procedure.
3.04 Election and Classified Board. The Board of
Directors shall be divided into three classes as nearly equal in
number as possible, with the term of office of one class
expiring each year. The first class of the Board of Directors
shall be elected to hold office for a term expiring at the
annual meeting of shareholders in 1984; directors of the second
class shall be elected to hold office for a term expiring at the
next succeeding annual meeting; and directors of the third class
shall be elected to hold office for a term expiring at the third
succeeding annual meeting, and in each case, until their
respective successors are elected and have qualified, or until
their earlier death, resignation or removal. At each annual
election held after the initial classification and election in
the manner provided above, directors elected to succeed those
whose terms expire shall be elected for a term of office to
expire at the end of the third annual meeting of shareholders
after their election and until their respective successors are
elected and have qualified, or until their earlier death,
resignation or removal. When the number of directors is
changed, any newly created directorships or any decrease in
directorships shall be so apportioned among the classes so as to
make all classes as nearly equal in number as possible. No
decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
3.05 Removal. Any director may be removed from office as
a director at any time, but only for cause, by (i) a majority
vote of the entire Board of Directors, excluding the director
whose removal is being voted upon or (ii) the affirmative vote
of shareholders of record holding not less than 75 percent of
the outstanding shares of stock of the corporation entitled to
vote in elections of directors given at a meeting of the
shareholders called for that purpose.
3.06 Vacancies. A director may resign by written notice
to the corporation. The resignation is effective upon its
receipt by the corporation or a subsequent time as set forth in
the notice of resignation. During the intervals between annual
meetings of shareholders, any vacancy occurring in the Board of
Directors caused by resignation, removal, death or other
incapacity, and any newly created directorships resulting from
an increase in the number of directorships shall be filled by
the affirmative vote of a majority of the remaining directors,
through less than a quorum of the Board. Each director chosen
to fill a vacancy shall hold office for the unexpired term in
respect of which such vacancy occurred and until his successor
is elected and qualified, or until his earlier death,
resignation or removal. Each director chosen to fill a newly
created directorship shall hold office until the next election
for the class for which such director shall have been chosen and
until his successor is elected and qualified, or until his
earlier death, resignation or removal.
3.07 Place of Meetings. The Board of Directors of the
corporation may hold meetings, both regular and special, either
within or without the State of Michigan.
3.08 Annual Meeting. A meeting of the Board of Directors
shall be convened either immediately before the Annual Meeting
of Shareholders in each year, or promptly after the close
thereof, at the place where such meeting of the shareholders
shall have been held or such other place as the Board may
determine, for the purpose of election of officers and
consideration of such business as may properly be brought before
the meeting. No notice of such meeting shall be necessary in
order legally to constitute the meeting, provided a quorum shall
be present. In the event a quorum shall not be present for an
annual meeting of the Board of Directors, the holding of such
annual meeting shall not be required and the matters which might
have been taken up therein may be taken up at any later regular
or special meeting, or by consent resolution.
3.09 Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such times and places as
a majority of directors may from time to time determine at a
prior meeting or as shall be directed or approved by the vote or
written consent of all the directors.
3.10 Special Meetings. Special meetings of the Board and
any committee thereof may be called by the Chairman of the Board
or the President on two days' written notice to each director,
given either personally or by mail or by telegram; special
meetings shall be called by the Chairman of the Board, President
or Secretary in like manner and on like notice on the written
request of any two directors. In a condition of emergency or
special need, as determined in their discretion, a special
meeting may be called by the Chairman of the Board or the
President by telephone or by telegram on twelve hours' notice or
on such shorter notice as is set forth by the person calling the
meeting. A notice of special meeting shall state the time,
place, and purpose or purposes of the meeting.
3.11 Quorum. At all meetings of the Board of Directors,
a majority of the directors then in office, or of the members of
a committee thereof, shall constitute a quorum for the
transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute, by the Articles of
Incorporation, or by these Bylaws. If a quorum shall not be
present at any meeting of the Board of Directors or a committee
thereof, the directors present thereat may adjourn the meeting
from time to time and to another place, without notice other
than announcement at the meeting, until a quorum shall be
present. Unless otherwise restricted by the Articles of
Incorporation, a member of the Board of Directors, or of any
committee designated by the Board, may participate in a meeting
of the Board or committee by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation
in a meeting in this manner constitutes presence in person at
the meeting.
3.12 Dissent. A director who is present at a meeting of
the Board of Directors, or a committee thereof of which he is a
member, at which action on a corporate matter is taken, is
presumed to have concurred in that action unless his dissent is
entered in the minutes of the meeting or unless he files his
written dissent to the action with the person acting as
secretary of the meeting before the adjournment thereof or shall
forward such dissent by United States certified or registered
mail, postage prepaid, to the Secretary of the corporation
promptly after the adjournment of the meeting. Such right to
dissent does not apply to a director who voted in favor of such
action. A director who is absent from a meeting of the Board,
or a committee thereof of which he is a member, at which any
such action is taken, is presumed to have concurred in the
action unless he files his written dissent with the Secretary of
the corporation within a reasonable time after he has knowledge
of the action.
3.13 Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate
one or more committees, each committee to consist of two or more
of the directors of the corporation. The Board may designate
one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member
of such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise the powers of
the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the
corporation to be fixed to all papers which may require it;
provided, however, such a committee shall not have the power or
authority to:
a. Amend the Articles of Incorporation;
b. Adopt an agreement of merger or consolidation;
c. Recommend to shareholders the sale, lease or
exchange of all or substantially all of the
corporation's property and assets;
d. Recommend to shareholders a dissolution of the
corporation or a revocation of a dissolution;
e. Amend the Bylaws of the corporation;
f. Fill vacancies in the Board;
g. Fix compensation of the directors for serving on the
Board or a committee;
h. Declare a dividend; or
i. Authorize the issuance of stock.
Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors
when required.
3.14 Compensation. The Board of Directors, by affirmative
vote of a majority of directors then in office and irrespective
of any personal interest of any of them, may establish
reasonable compensation of directors for services to the
corporation as directors, officers or members of a committee.
The directors may be paid their reasonable expenses, if any, of
attendance at each meeting of the Board of Directors or a
committee thereof. Such compensation shall not preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor.
3.15 Action Without a Meeting. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken
without a meeting, if, before or after the action, all members
of the Board or committee consent thereto in writing. The
written consent shall be filed with the minutes of proceedings
of the Board or committee. Such consent shall have the same
effect as a vote of the Board or committee for all purposes.
ARTICLE IV
NOTICES, WAIVERS OF NOTICE AND CONSENT ACTIONS
4.01 Notices. Subject to the provisions of these Bylaws,
whenever, pursuant to the laws of the State of Michigan or of
the Articles of Incorporation or these Bylaws, notice is
required to be given to any director or shareholder, it may be
given either personally or by mail (registered, certified, or
other first class mail), addressed to such director or
shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in a post office or official depository under the
exclusive care and custody of the United States postal service.
Notice to directors may also be given by telegram, radiogram or
cablegram and shall be deemed to be given at the time when the
same shall be dispatched.
4.02 Waiver of Notice. Whenever any notice is required
to be given pursuant to the laws of the State of Michigan or the
Articles of Incorporation or of these Bylaws, a waiver thereof
in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Neither the business transacted
at, nor the purpose of, any regular or special meeting of the
shareholders, directors or a committee, need be specified in any
written waiver of notice. Attendance of a person at a meeting
of shareholders, in person or by proxy, or at any meeting of
directors or of a committee of directors, constitutes a waiver
of notice of the meeting, except when the person attends the
meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
ARTICLE V
OFFICERS
5.01 Number. The officers of the corporation shall be
chosen by the Board of Directors and there shall be a Chairman
of the Board, a President, a Secretary and a Treasurer and such
Vice Presidents (including Executive Vice Presidents and Senior
Vice Presidents), Assistant Vice Presidents, Assistant
Secretaries and Assistant Treasurers as the Board of Directors
may from time to time elect. Two or more offices may be held by
the same person, but no officer shall execute, acknowledge or
verify an instrument in more than one capacity. The Board of
Directors may appoint such other officers and agents as it shall
deem necessary who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.
5.02 Term of Office. Resignation and Removal. An officer
of the corporation shall hold office for a term for which he is
elected or appointed and until his successor is elected or
appointed and qualified or until his resignation or removal or
earlier death. An officer may resign by written notice to the
corporation. The resignation is effective upon its receipt by
the corporation or at a subsequent time specified in the notice
of resignation. Any officer elected or appointed by the Board
of Directors may be removed at any time, with or without cause,
by the affirmative vote of a majority of the Board of Directors.
The removal of an officer shall be without prejudice to his
contract rights, if any. The election or appointment of an
officer does not of itself create contract rights. Any vacancy
occurring in any office of the corporation may be filled by the
Board of Directors.
ARTICLE VI
DUTIES OF OFFICERS
6.01 Chairman of the Board. The Chairman of the Board of
Directors shall be selected by, and from among the membership
of, the Board of Directors. The Chairman of the Board shall be
the chief executive officer of the corporation and shall preside
at all meetings of the shareholders and the Board of Directors
at which he is present and of any committee of the Board of
Directors to which he is appointed. He shall see that all
orders and resolutions of the Board are carried into effect, and
he shall have the general powers of supervision and management
usually vested in the chief executive officer of a corporation.
He shall perform such other duties and functions as shall be
assigned to him from time to time by the Board of Directors.
Except where by law the signature of the President of the
corporation is required, the Chairman of the Board of Directors
shall possess the same power and authority as the President to
sign all bonds, mortgages, certificates, contracts, instruments,
papers and documents of every conceivable kind and character
whatsoever, in the name of and on behalf of the corporation,
which may be authorized by the Board of Directors. During the
absence or disability of the President, the Chairman of the
Board of Directors shall exercise all of the powers and
discharge all of the duties of the President.
6.02 President. The President shall be the chief
operating officer of the corporation and shall have the general
power and duties of supervision and management over the
day-to-day operations of the corporation usually vested in the
office of the chief operating officer of a corporation; provided
however, that the Board, at its sole discretion, may designate
an officer, other than the President, as the chief operating
officer of the corporation. During the absence or disability of
the Chairman of the Board of Directors, or while such office is
vacant, the President shall perform all duties and functions,
and while so acting shall have all of the powers and authority,
of the Chairman of the Board of Directors as set forth in these
Bylaws. The President shall perform such other duties as may be
prescribed by the Board of Directors. He shall execute bonds,
mortgages, certificates, contracts, instruments, papers and
documents of every conceivable kind and character, except where
required or permitted by law and these Bylaws to be otherwise
signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors
to some other officer or agent of the corporation.
6.03 Vice Presidents. The Vice Presidents shall perform
such duties and have such powers as the Chairman of the Board,
President or Board of Directors may from time to time prescribe.
In the absence of the President or in the event of his inability
or refusal to act, the Vice Presidents shall perform the duties
and exercise the powers of the President, and when so acting,
shall have all of the powers of and be subject to all of the
restrictions of, the President. The Board of Directors may
designate one or more Senior and/or Executive Vice Presidents or
may otherwise specify the order of the seniority of the Vice
Presidents. The duties and powers of the President shall
descend to the Vice Presidents in such specified order of
seniority.
6.04 Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the shareholders
and record all the proceedings of the meetings of the
corporation and of the Board of Directors, in a book to be kept
for that purpose, and shall perform like duties for the standing
committees when required. He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings
of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chairman
of the Board, under whose supervision he shall be. He shall
have custody of the corporate seal of the corporation and he, or
an Assistant Secretary, shall have authority to affix the same
to any instrument requiring it and, when so affixed, it may be
attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the corporation and to
attest the affixing by his signature. The Secretary may
delegate any of his duties, powers and authorities to one or
more Assistant Secretaries unless such delegation is disapproved
by the Board of Directors.
6.05 Assistant Secretaries. The Assistant Secretary, or
if there be more than one, the Assistant Secretaries in the
order determined by the Board of Directors (or if there by no
such determination, then in the order of their election), shall,
in the absence of the Secretary or in the event of his inability
or refusal to act, perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such
other powers as may be delegated to them by the Secretary or as
the Board of Directors may from time to time prescribe.
6.06 Treasurer. The Treasurer shall act under the
direction of the Chairman of the Board or the President. The
Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may
be designated by the Board of Directors. The Treasurer shall
disburse the funds of the corporation as may be ordered by the
Chairman of the Board, President, or Board of Directors, taking
proper vouchers for such disbursements, and shall render to the
Chairman of the Board and Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account
of all his transactions as Treasurer and of the financial
condition of the corporation. The Treasurer may delegate any of
his duties and powers and authorities to one or more Assistant
Treasurers unless such delegation is disapproved by the Board of
Directors. If required by the Board of Directors, the Treasurer
shall give the corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his
office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging
to the corporation.
6.07 Assistant Treasurers. The Assistant Treasurer, or
if there shall be more than one, the Assistant Treasurers in the
order determined by the Board of Directors (or if there be no
such determination, then in the order of their election), shall,
in the absence of the Treasurer or in the event of his inability
or refusal to act, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have such
other powers as may be delegated to them by the Treasurer or as
the Board of Directors may from time to time prescribe.
6.08 General Authority. To the extent the powers and
duties of the several officers are not provided from time to
time by these Bylaws or resolution or other directive of the
Board of Directors, or by the Chairman of the Board or President
(with respect to other officers), the officers shall have all
powers and shall discharge the duties customarily and usually
held and performed by like officers of corporations simlilar in
organization and business purposes to this corporation.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
7.01 Non-Derivative Actions. Subject to all of the other
provisions of this Article VII, the corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (other than an
action by or in the right of the corporation) by reason of the
fact that the person is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether
for profit or not, against expenses (including actual and
reasonable attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation or its shareholders, and with respect to any
criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.
7.02 Derivative Actions. Subject to all of the other
provisions of this Article VII, the corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its
favor by reason of the fact that the person is or was a director
or officer of the corporation, or is or was serving at the
request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, against expenses
(including actual and reasonable attorneys' fees) and amounts
paid in settlement incurred by the person in connection with
such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to
the best interests of the corporation or its shareholders.
However, indemnification shall not be made for any claim, issue
or matter in which such person has been found liable to the
corporation unless and only to the extent that the court in
which such action or suit was brought has determined upon
application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnification for the expenses which
the court considers proper.
7.03 Expenses of Successful Defense. To the extent that
a person has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section
7.01or 7.02 of these Bylaws, or in defense of any claim, issue
or matter in the action, suit or proceeding, the person shall be
indemnified against expenses (including actual and reasonable
attorneys' fees) incurred by such person in connection with the
action, suit or proceeding and any action, suit or proceeding
brought to enforce the mandatory indemnification provided by
this Article VII.
7.04 Definition. For the purposes of Section 7.01 and
7.02, "other enterprises" shall include employee benefit plans;
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and "serving at the request
of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which impose
duties on, or involves services by, the director or officer with
respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a
manner the person reasonably believed to be in the interests of
the participants and beneficiaries of an employee benefit plan
shall be considered to have acted in a manner "not opposed to
the best interests of the corporation or its shareholders" as
referred to in Sections 7.01 and 7.02.
7.05 Contract Right: Limitation on Indemnity. The right
to indemnification conferred in this Article VII shall be a
contract right, shall apply to services of a director or officer
as an employee or agent of the corporation as well as in such
person's capacity as a director or officer, from the date he
became or becomes such director or officer, and any repeal or
modification of this section shall not adversely affect any
right protection existing at the time of such repeal or
modification. Except as provided in Section 7.03 of these
Bylaws, the corporation shall have no obligation under this
Article VII to indemnify any person in connection with any
proceeding, or part thereof, initiated by such person without
authorization by the Board of Directors.
7.06 Determination that Indemnification is Proper. Any
indemnification under Section 7.01 or 7.02 of these Bylaws
(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination
that indemnification of the person is proper in the
circumstances because the person has met the applicable standard
of conduct set forth in Section 7.01 or 7.02, whichever is
applicable. Such determination shall be made in any of the
following ways:
a. By a majority vote of a quorum of the Board
consisting of directors who were not parties to such
action, suit or proceeding;
b. If the quorum described in clause (a) above is not
obtainable, then by a committee of directors
(consisting of not less than two disinterested
directors) who are not parties to the action;
c. By independent legal counsel in a written opinion;
or
d. By the shareholders.
7.07 Proportionate Indemnity. If a person is entitled to
indemnification under Section 7.01 or 7.02 of these Bylaws for a
portion of expenses, including attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement, but not for
the total amount thereof, the corporation shall indemnify the
person for the portion of the expenses, judgments, penalties,
fines, or amounts paid in settlement for which the person is
entitled to be indemnified.
7.08 Expense Advance. Expenses incurred in defending a
civil or criminal action, suit or proceeding described in
Section 7.01 or 7.02 of these Bylaws shall be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on
behalf of the person involved to repay the expenses if it is
ultimately determined that the person is not entitled to be
indemnified by the corporation. The undertaking shall be an
unlimited general obligation of the person on whose behalf
advances are made but need not be secured.
7.09 Non-Exclusivity of Rights. The indemnification or
advancement of expenses provided under this Article VII is not
exclusive of other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
a contractual arrangement with the corporation. However, the
total amount of expenses advanced or indemnified from all
sources combined shall not exceed the amount of actual expenses
incurred by the person seeking indemnification or advancement of
expenses.
7.10 Indemnification of Employees and Agents of the
Corporation. The corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any
employee or agent of the corporation to the fullest extent of
the provisions of this Article VII with respect to the
indemnification and advancement of expenses of directors and
officers of the corporation.
7.11 Former Directors and Officers. The indemnification
provided in this Article VII continues as to a person who has
ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such
person.
7.12 Insurance. The corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the
corporation would have power to indemnify him against such
liability under these Bylaws or the laws of the State of
Michigan.
7.13 Changes in Michigan Law. In the event of any change
of the Michigan statutory provisions applicable to the
corporation relating to the subject matter of this Article VII,
then the indemnification to which any person shall be entitled
hereunder shall be determined by such changed provisions, but
only to the extent that any such change permits the corporation
to provide broader indemnification rights than such provisions
permitted the corporation to provide prior to any such change.
The Board of Directors is authorized to amend these Bylaws to
conform to any such changed statutory provisions.
7.14 Enforcement of Rights. Any indemnification or
payment in advance of final disposition under this Article VII
shall be made promptly, and in any event within 30 days, after
written request to the corporation by the person seeking such
indemnification or payment. The rights granted by this Article
VII shall be enforceable by such person in any court of
competent jurisdiction.
ARTICLE VIII
CAPITAL STOCK
8.01 Certificates. The shares of stock of the
corporation shall be represented by certificates signed by, or
in the name of the corporation by, the Chairman of the Board,
President or a Vice President, and by the Treasurer, Assistant
Treasurer, Secretary, or Assistant Secretary of the corporation.
A holder of stock in the corporation shall be entitled to have
such a certificate certifying the number of shares owned by him
in the corporation. Certificates may be issued for partly paid
shares, and in such case upon the face or back of the
certificates issued to represent any such partly paid shares,
the total amount of the consideration to be paid therefor, and
the amount paid thereon shall be specified.
8.02 Facsimile Signatures. Where a certificate is
countersigned (i) by a transfer agent other than the corporation
or its employee, or (ii) by a registrar other than the
corporation or its employee, any other signature on the
certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such
officer before the certificate is issued, such certificate may
be issued by the corporation with the same effect as if such
officer, transfer agent or registrar were still serving in such
capacity at the date of issue. The seal of the corporation, or
facsimile thereof, may, but need not, be affixed to the
certificates of stock.
8.03 Lost Certificates. The Board of Directors may
direct a new certificate for shares to be issued in place of any
certificate theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate,
or his legal representative, to give the corporation a bond in
such sum as it may direct as indemnity against any claim that
may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
8.04 Transfer of Stock. Upon surrender to the
corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
8.05 Registered Shareholders. The corporation, except as
otherwise provided by the laws of the State of Michigan, shall
be entitled to recognize the person registered on its books as
the owner and holder of a share or shares of its stock to be the
owner and holder in fact thereof and to receive all dividends
thereon and to exercise the right to vote with regard thereto
and all rights therein and to be liable for all calls and
assessments, and the corporation shall not be bound to recognize
any equitable or other claim to or interest in any share or
shares on the part of any other person or persons, whether or
not it shall have express or other notice thereof. Any
agreement between the corporation and any one or more of its
shareholders in regard to any shares of stock may have notice
thereof endorsed on the certificate representing all shares of
stock subject to such agreement (in addition to the parties to
said agreement being bound thereby). Upon said endorsement
being placed thereon, such certificate and the rights
represented thereby shall be subject to such agreement in the
hands of a transferee who has not otherwise had notice thereof.
ARTICLE IX
GENERAL PROVISIONS
9.01 Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting or without a meeting by
unanimous consent resolution, pursuant to Michigan law.
Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Articles of
Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time,
in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall deem conducive to
the interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.
9.02 Books and Records. The corporation shall keep,
within or without the State of Michigan, books and records of
account, and minutes of the proceedings of its shareholders,
Board of Directors, and its committees, if any. The corporation
shall keep at its registered office or at the office of its
transfer agent, within or without the State of Michigan, records
containing the names and addresses of all shareholders, the
number, class, and series of shares held by each, and the dates
when they respectively became holders of record thereof. Any of
such books, records, or minutes may be in written form or in any
other form capable of being converted into written form within a
reasonable time.
9.03 Checks. All checks, drafts, or demands for money
and notes of the corporation shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from lime to time designate. All funds of the
corporation not otherwise employed shall be deposited from time
to time to the credit of the corporation in such banks, trust
companies, or other depositories as the Board of Directors may
from time to time designate.
9.04 Contracts and Conveyances. The Board of Directors
of the corporation may in any instance designate the officer
and/or agent who shall have authority to execute any contract,
conveyance, mortgage or other instrument on behalf of the
corporation, or may ratify or confirm any execution. When the
execution of any instrument has been authorized without
specification of the executing officers or agents, the Chairman
of the Board, President, any Vice President, the Secretary, or
Treasurer, may execute the same in the name and on behalf of
this corporation and may affix the corporate seal thereto.
9.05 Fiscal Year. The fiscal year of the corporation
shall end on the 31st day of October of each calendar year or
such other date as shall be fixed from time to time by
resolution of the Board of Directors.
9.06 Seal. The corporate seal shall have inscribed
thereon the following legend: "Perry Drug Stores, Inc.,
Michigan, - Corporate Seal." The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or otherwise
reproduced.
ARTICLE X
AMENDMENTS
The Board of Directors may from time to time adopt, alter,
amend, supplement or repeal any or all provisions of these
Bylaws. In addition, the shareholders may from time to time
adopt, alter, amend, supplement or repeal any or all provisions
of these Bylaws, including the provisions of this Article X, in
the manner provided in the Articles of Incorporation of the
corporation.
<PAGE>
EXHIBIT 4
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, effective as of December 23, 1994, to the
Rights Agreement, dated as of February 4, 1987, between Perry
Drug Stores, Inc., a Michigan corporation (the "Company"), and
National Bank of Detroit, a national banking association, as
Rights Agent (the "Rights Agent"), as amended by that certain
Amendment dated as of June 2, 1989 (the "Rights Agreement").
WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined
therein); and
WHEREAS, the Company has appointed State Street Bank &
Trust Co., a Massachusetts banking corporation, as Successor
Rights Agent under the Rights Agreement; and
WHEREAS, the Company and the Successor Rights Agent desire
to amend the Rights Agreement in accordance with Section 26 of
the Rights Agreement;
THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment,
the parties hereby agree as follows:
1. Section 1(a) is amended by adding the following at the
end of said Section:
; provided, however, that none of Rite Aid
Corporation, a Delaware corporation ("Rite Aid"), Lake
Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Rite Aid (the "Purchaser") and
their Affiliates shall be deemed to be an Acquiring Person
by virtue of (x) the execution of the Agreement and Plan
of Merger, dated as of December 23, 1994 (the "Merger
Agreement," which term shall include any amendments
thereto) by and among the Company, Rite Aid and the
Purchaser, or (y) the consummation of any of the
transactions contemplated thereby or by the Shareholders
Agreements (as defined therein), including, without
limitation, the publication or other announcement of the
Offer (as defined therein), the consummation of the Offer
and the Merger (as defined therein) or the purchase of
shares of Common Stock pursuant to the Shareholders
Agreements.
2. Section 1(j) is amended by adding the following at the
end of said Section:
; provided, however, that the public announcement of
(x) the Offer, (y) the Merger or (z) that Rite Aid,
Purchaser or any of their Affiliates has become the
Beneficial Owner of a Substantial Block of Common Stock,
shall not constitute a Shares Acquisition Date.
<PAGE>
3. Section 1(l) is amended by adding the following at the
end of said Section:
Notwithstanding anything to the contrary contained
in this Agreement, neither the Offer nor the Merger shall
constitute a Triggering Event or an event described in
Section 11(a)(ii)(A), (B) or (C) or Section 13(a).
4. Section 13(d) is amended by adding the following at
the end of said Section:
Consummation of the Offer and the Merger pursuant
to, and in accordance with, the terms of Merger Agreement,
shall constitute the consummation of a transaction
contemplated by this Section 13(d).
5. Section 23 is amended by adding the following at the
end of said Section:
Notwithstanding any other provision of the
Agreement, upon consummation of the Merger pursuant to,
and in accordance with, the terms of Merger Agreement, all
Rights shall expire.
6. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended
hereby.
7. The foregoing amendment shall be effective as of the
date first above written, and, except as set forth herein, the
Rights Agreement shall remain in full force and effect and shall
be otherwise unaffected hereby.
8. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed this 27th day of December, 1994.
PERRY DRUG STORES, INC.
By /S/ ROBERT A. BERLOW
Name: Robert A. Berlow
Title: Executive Vice President
STATE STREET BANK & TRUST CO.,
as Successor Rights Agent
/S/ RONALD E. LOGUE
Name: Ronald E. Logue
Title: Executive Vice President
