SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 2
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)OF THE
SECURITIES EXCHANGE ACT OF 1934
and
SCHEDULE 13D
AMENDMENT NO. 1
UNDER 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 (i) their Statement on Schedule 14D-1 ("Schedule 14D-
1"), filed with the Securities and Exchange Commission (the
"Commission") on December 29, 1994, as amended, 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 and (ii) their Statement on Schedule 13D filed
with the Commission on January 3, 1995.
Unless otherwise indicated herein, each capitalized
term used but not defined herein shall have the meaning ascribed
to such term in the Schedule 14D-1 or in the Offer to Purchase
referred to therein.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(c) of the Schedule
14D-1 is hereby amended and supplemented by the following
information:
On January 16, 1995, Parent issued a press release, a
copy of which is attached hereto as Exhibit (a)(10) and is
incorporated herein by reference, relating to the expiration of
the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Text of Press Release, dated January 16, 1995, 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 17, 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 17, 1995
LAKE ACQUISITION CORPORATION
By: /s/ Martin L. Grass
Name: Martin L. Grass
Title: Vice President
EXHIBIT INDEX
Exhibit No. Description
(a)(10) Text of Press Release, dated January 16, 1995, issued
by Rite Aid Corporation.
Press Release
For Further Information Contact:
Frank Bergonzi
Senior Vice President, Finance
(717) 975-5750
FOR IMMEDIATE RELEASE
RITE AID ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD IN TENDER OFFER FOR PERRY DRUG STORES
CAMP HILL, PA (January 16, 1995) - Rite Aid
Corporation (RAD - NYSE, PSE) announced today that the
waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 applicable to the cash tender
offer to purchase all outstanding shares of common stock
of Perry Drug Stores, Inc. commenced on December 29, 1994
by Lake Acquisition Corporation, a wholly owned
subsidiary of Rite Aid, expired at 12:00 midnight on
January 13, 1995.
Under the Hart-Scott-Rodino Act certain purchases of
stock may not be consummated unless certain information
has been furnished to the Antitrust Division of the
Department of Justice and the Federal Trade Commission
and certain waiting periods have expired.
The offer and withdrawal rights are currently
scheduled to expire at midnight, New York City time, on
Friday, January 27, 1995. MacKenzie Partners, Inc. is
acting as the Information Agent for the offer.
####
