SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 4
(FINAL AMENDMENT)
to the Tender Offer Statement Pursuant to Section 14(d)(1)of the
Securities Exchange Act of 1934
AND
SCHEDULE 13D
AMENDMENT NO. 3
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
CUSIP NO. 714611 10 0 14D-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Lake Acquisition Corporation (IRS
Identification Number Applied For)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f). ( )
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,177,748
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES ( )
N/A
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
92.93%
10 TYPE OF REPORTING PERSON
CO
CUSIP NO. 714611 10 0 14D-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Rite Aid Corporation (23-1614034)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f). ( )
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,362,748
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES ( )
N/A
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.47%
10 TYPE OF REPORTING PERSON
CO
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, as
amended, filed with the Commission on January 3, 1995. This
Amendment No. 4 constitutes the Final Amendment to the Schedule
14D-1.
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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Items 6(a) and (b) of
the Schedule 14D-1 is hereby amended and supplemented by the
following information:
On February 6, 1995, the Purchaser completed
payment for the remaining Shares tendered pursuant to the Offer
that were subject to guarantees of delivery or receipt of
additional documentation.
As a consequence of the purchase of Shares
pursuant to the Offer, Parent and the Purchaser beneficially own
11,362,748 Shares (including 185,000 Shares owned by Parent prior
to the Offer), which represents approximately 94.47% of the
12,027,382 Shares outstanding.
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: February 6, 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: February 6, 1995
LAKE ACQUISITION CORPORATION
By: /s/ Martin L. Grass
Name: Martin L. Grass
Title: Vice President
