SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 3
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)OF THE
SECURITIES EXCHANGE ACT OF 1934
and
SCHEDULE 13D
AMENDMENT NO. 2
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
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Lake Acquisition Corporation (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
11,362,808
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
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
BK, 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
11,362,808
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.
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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
THE BIDDER.
The information set forth in Item 5(c) of the
Schedule 14D-1 is hereby amended and supplemented by the
following information:
On January 30, 1995, Parent announced that,
pursuant to the Merger Agreement, all of the members of the
Company Board of Directors had resigned and were replaced by
Parent designees other than two Company designees, Walter J.
McCarthy, Jr. and James L. Schostak, who will remain on the
Board.
The information set forth in Item 5(d) of the
Schedule 14D-1 is hereby amended and supplemented by the
following information:
On January 30, 1995, Parent announced that, in
accordance with the terms of the Merger Agreement, Parent has
requested the Company, and the Company has agreed, to redeem its
81/2% Convertible Subordinated Debentures Due 2010, effective as of
March 15, 1995.
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 January 30, 1995, Parent issued a press
release, a copy of which is attached hereto as Exhibit (a)(11)
and is incorporated herein by reference, relating to, among other
things, the completion of the Offer by Purchaser. Parent and
Purchaser announced their acceptance for purchase of all Shares
validly tendered and not withdrawn under the Offer, including
those Shares tendered by means of Notice of Guaranteed Delivery.
A total of approximately 11,177,808 Shares (including
approximately 249,717 Shares subject to guarantees of delivery or
receipt of additional documentation) were tendered pursuant to
the Offer, which expired at 12:00 Midnight, New York City time,
on Friday, January 27, 1995. The Shares tendered, together with
the 185,000 Shares beneficially owned by Parent prior to
commencement of the Offer, represent approximately 94.5% of the
Company's outstanding Shares.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Text of Press Release, dated January 30, 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 30, 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 30, 1995
LAKE ACQUISITION CORPORATION
By: /s/ Martin L. Grass
Name: Martin L. Grass
Title: Vice President
EXHIBIT INDEX
Exhibit No.Description
(a)(11) Text of Press Release, dated January 30, 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 CORPORATION COMPLETES
TENDER OFFER FOR PERRY DRUG STORES, INC.
CAMP HILL, PA (January 30, 1995)--Rite Aid
Corporation (RAD-NYSE, PSE) announced today that Lake
Acquisition Corporation, a wholly-owned subsidiary of
Rite Aid, has completed its cash tender offer for all
outstanding shares of common stock of Perry Drug Stores,
Inc. (PDS-NYSE) at a price of $11.00 per share.
Rite Aid stated that, based upon a preliminary
count, a total of approximately 11,177,808 Perry shares
(including approximately 249,717 shares subject to
guarantees of delivery or receipt of additional
documentation), had been tendered pursuant to the offer,
which expired at midnight, New York City time, on Friday,
January 27, 1995, and that all such shares had been or
will be purchased in accordance with the terms of the
offer.
The shares tendered, together with the 185,000
Perry shares beneficially owned by Rite Aid prior to
commencement of the offer, constitute approximately 94.5%
of Perry's presently outstanding shares. There remain
664,574 shares not tendered or beneficially owned by Rite
Aid.
Pursuant to the terms of the Agreement and Plan
of Merger, dated as of December 23, 1994, by and among
Rite Aid, Lake Acquisition and Perry, all of the
directors of Perry resigned and were replaced by Rite Aid
designees, other than two Perry designees who will remain
on the Board.
As previously announced, all Perry common
shares not tendered and purchased pursuant to the offer
will be acquired in a subsequent second-step merger
transaction at the same $11.00 per share price. The
merger is currently expected to occur on or about March
16, 1995.
Rite Aid also announced that in accordance with
the terms of the Merger Agreement with Perry, it has
requested Perry Drug Stores, and Perry has agreed, to
redeem its 8 1/2% Convertible Subordinated Debentures,
effective as of March 15, 1995.
Rider Aid, the nation's largest drugstore
chain, operates 2,618 stores in 23 Eastern states and the
District of Columbia.
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