SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No.4
(Final Amendment)
Under the Securities Exchange Act of 1934
Perry Drug Stores, Inc.
(Name of Issuer)
Common Stock, $.05 par value
(Title of Class of Securities)
714611 10 0
(CUSIP Number)
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)
With a copy to:
Nancy A. Lieberman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, NY 10022
Telephone: (212) 735-3000
March 24, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this statement because of Rule
13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the
statement: [ ]
SCHEDULE 13D
CUSIP No. 714 611 10 0
1 name of reporting person
s.s. or i.r.s. identification no. of above person
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
BK, WC, OO
5 check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) ( )
6 citizenship or place of organization
DELAWARE
7 sole voting power
NUMBER OF 12,027,382
SHARES
BENEFICIALLY
OWNED BY 8 shared voting power
EACH 0
REPORTING
PERSON WITH
9 sole dispositive power
12,027,382
10 shared dispositive power
0
11 aggregate amount beneficially owned by each reporting person
12,027,382
12 check box if the aggregate amount in row (11) excludes certain
shares ( )
N/A
13 percent of class represented by amount in row (11)
100
14 type of reporting person
CO
* As a result of the merger of Lake Acquisition
Corporation into Perry Drug Stores, Inc. on March 24,
1995, Lake Acquisition ceased to exist.
Rite Aid Corporation, a Delaware corporation
("Parent"), and Lake Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Parent (the
"Purchaser" and together with Parent, the "Reporting
Entities"), hereby amend and supplement their Statement
on Schedule 13D ("Schedule 13D"), as amended, filed with
the Securities and Exchange Commission (the
Commission") on January 3, 1995 with respect to the
common stock, par value $.05 per share (the "Common
Stock"), of Perry Drug Stores, Inc., a Michigan
corporation (the "Company").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information set forth in Item 5(a) of the
Schedule 13D is hereby amended and supplemented by the
following information:
On March 24, 1995, the Purchaser was merged
with and into the Company pursuant to Michigan law and
Delaware law, with the Company surviving as a wholly-
owned subsidiary of Parent. At the time of the merger
the Purchaser ceased to exist. As a result of the
merger, all Company Shares outstanding, other than those
owned by the Purchaser or Parent and those held in the
treasury of the Company, were converted into the right to
receive $11.00 in cash per Share.
As a consequence of the merger, Parent
beneficially owns all of the Company's Common Stock.
The information set forth in Item 5(e) of the
Schedule 13D is hereby amended and supplemented by the
following information:
On March 24, 1995, the Purchaser was merged
with and into the Company pursuant to Michigan law and
Delaware law, with the Company surviving as a wholly-
owned subsidiary of Parent. At the time of the merger
the Purchaser ceased to exist and ceased to be a
beneficial owner of Company Common Stock.
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: March 24, 1995
LAKE ACQUISITION CORPORATION
By: /s/ Martin L. Grass
___________________________
Name: Martin L. Grass
Title: Vice President
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: March 24, 1995
RITE AID CORPORATION
By: /s/ Martin L. Grass
___________________________
Name: Martin L. Grass
Title: President and
Chief Operating Officer
