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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) May 24, 1996
Drug Emporium, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-16998 31-1064888
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
155 Hidden Ravines Drive, Powell, Ohio 43065
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 614-548-7080
(Former name or former address, if changed from last report.)
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ITEM 5. OTHER EVENTS.
Drug Emporium, Inc. hereby reports information related to its
acquisition of I GOT IT AT GARY'S stores in Philadelphia, and an
amendment to its credit agreement, as set forth in press release dated
May 30, 1996, entitled DRUG EMPORIUM FINALIZES THE ACQUISITION OF "I
GOT IT AT GARY'S" AND OBTAINS EXTENDED LINE OF CREDIT, (included
herein as Exhibit 99.1) and AMENDMENTS NO. 1 AND 2 TO THIRD AMENDED
AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, DATED AS OF
FEBRUARY 23, 1996 AND AS OF MAY 24, 1996, respectively (incorporated
by reference and included herein as Exhibits 10.10a and 10.10b).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 10.10a Amendment No. 1 to Third Amended and Restated
Revolving Credit and Term Loan Agreement, dated
as of February 23, 1996.
Exhibit 10.10b Amendment No. 2 to Third Amended and Restated
Revolving Credit and Term Loan Agreement, dated as
of May 24, 1996.
Exhibit 99.1 Press release dated May 30, 1996, entitled "Drug
Emporium finalizes the Acquisition of 'I got it at
Gary's' and Obtains Extended Line of Credit."
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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 hereunto duly authorized.
DRUG EMPORIUM, INC.
-------------------------
(Registrant)
Date June 7, 1996 By /s/ David L. Kriegel
---------------- -----------------------
David L. Kriegel
Chairman, Chief Executive Officer
and President
Date June 7, 1996 By /s/ Timothy S. McCord
---------------- ------------------------
Timothy S. McCord
Chief Financial Officer
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EXHIBIT 10.1Oa
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS AMENDMENT NO. 1, dated as of February 23, 1996 (the "Amendment")
to the Third Amended and Restated Revolving Credit and Term Loan Agreement dated
as of November 13, 1995 (the "Agreement"), is between DRUG EMPORIUM, INC., a
Delaware corporation (the "Borrower"), and BANK ONE, COLUMBUS, NA (the "Bank").
WHEREAS, the Borrower has determined that the leases for certain retail
stores which were assigned to Borrower or its affiliates from F&M Distributors,
Inc., as previously identified by Borrower, provide for below market rents (the
"Below Market Leases"); and
WHEREAS, the Borrower desires to characterize the Below Market Leases
as tangible, rather that intangible assets of the Borrower and its affiliates;
and
WHEREAS, the Borrower and the Bank have agreed to amend the Agreement
on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual agreements hereinafter
set forth, the parties hereto, intending to be legally bound, hereby agree as
follows:
Section 1. AMENDMENT OF THE AGREEMENT. The definition of "Tangible Net
Worth" as set forth in Section 10.1 of the Agreement is hereby amended by the
addition of the following language at the end of the existing language:
Notwithstanding the provisions of the preceding clause (b),
"Tangible Net Worth" shall not be reduced by up to $3,957,000
of assets made up of the Below Market Leases which amount
shall be treated, for purposes of this definition, as tangible
assets amortized over a period not to exceed ten years.
Section 2. REAFFIRMATION; NO DEFAULT. The Borrower hereby certifies
that as of the date hereof:
2.1. REAFFIRMATION. The representations and warranties of the
Borrower contained in the Agreement are correct and accurate as though made on
and as of the date hereof.
2.2. NO EVENTS OF TERMINATION. After giving effect to this
Amendment, no event has occurred and is continuing which constitutes an Event of
Default or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.
Section 3. APPLICABLE LAW. This Amendment shall be deemed to be a
contract made under the laws of the State of Ohio and for all purposes shall be
construed in accordance with the laws of such state.
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Section 4. COSTS AND EXPENSES. The Borrower hereby agrees to pay on
demand all costs and expenses in connection with the preparation, execution and
delivery of this Amendment and any other documents to be delivered in connection
herewith, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel to the Bank with respect thereto.
Section 5. COUNTERPARTS. This Amendment may be signed in any number of
counterparts with the same effect as if the signatures thereto were upon the
same instrument. Complete sets of counterparts shall be lodged with the Borrower
and the Bank.
Section 6. CONFESSION OF JUDGMENT. Borrower hereby authorizes any
attorney at law to appear for Borrower, in an action on this Amendment or the
Agreement, at any time after the same becomes due, as herein provided, in any
court of record in or of the State of Ohio, or elsewhere, to waive the issuing
and service of process against Borrower and to confess judgment in favor of the
holder of the Agreement as hereby amended or the party entitled to the benefits
of the Agreement as so amended against Borrower for the amount that may be due,
with interest at the rate provided in the Agreement and costs of suit, and to
waive and release all errors in said proceedings and judgment, and all petitions
in error, and right of appeal from the judgment rendered.
Section 7. SUPPLEMENTAL AGREEMENT. This Amendment is hereby made
supplemental to and as part of the Agreement. All of the terms and provisions of
the Agreement, as amended above, shall remain in full force and effect from and
after the date first above written, as the same may be later amended,
supplemented or otherwise modified from time to time.
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The parties hereto have caused this Amendment to be duly executed by
their respective duly authorized officers as of the date first above written.
BANK ONE, COLUMBUS, NA
By:_____________________________________________
Elizabeth E. Cadwallader, Vice President
DRUG EMPORIUM, INC.
By:_____________________________________________
David L. Kriegel, Chief Executive Officer
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned (collectively, the "Guarantors" and
individually, a "Guarantor") hereby (a) acknowledges that it has reviewed the
foregoing Amendment No. 1 to Third Amended and Restated Revolving Credit and
Term Loan Agreement and consents to the terms and provisions thereof; (b)
acknowledges that consent of the undersigned is not necessary to make the
Subsidiary Guaranties given to the Bank by the Guarantors pursuant to the
Agreement (the "Guaranties") effective as to such Amendment No. 1; (c)
acknowledges that the granting of such consent by the Guarantors does not
establish a pattern therefor and, whether or not future consents are granted by
the Guarantors to further amendments, the obligations of the Guarantors under
the Guaranties will not be affected thereby; and (d) ratifies and affirms its
respective Guaranty.
Dated as of the 23rd day of February, 1996.
CENTERLINE, INC. WINTER FERN DRUG DISTRIBUTORS, INC.
By:__________________________ By:__________________________
Its:_________________________ Its:_________________________
RJR DRUG DISTRIBUTORS INC. HOUSTON VENTURE, INC.
By:__________________________ By:__________________________
Its:_________________________ Its:_________________________
EMPORIUM VENTURE, INC. DRUG EMPORIUM OF MARYLAND, INC.
By:__________________________ By:__________________________
Its:_________________________ Its:_________________________
DRUG EMPORIUM OF MICHIGAN, INC.
By:__________________________
Its:_________________________
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EXHIBIT 10.10b
AMENDMENT NO. 2
TO
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
DATED AS OF NOVEMBER 13, 1995
THIS AMENDMENT NO. 2 ("Amendment") is dated as of May 24,1996, between
DRUG EMPORIUM, INC. (the "Borrower") and BANK ONE, COLUMBUS, NA (the "Bank").
WITNESSETH:
THAT the Borrower and the Bank, parties to that certain Third Amended
and Restated Revolving Credit and Term Loan Agreement dated as of November 13,
1995, as amended by Amendment No. 1 dated February 23, 1996 (the "Agreement"),
have agreed to amend the Agreement on the terms and conditions hereinafter set
forth. Terms not otherwise defined herein are used as defined in the Agreement
as amended hereby.
NOW, THEREFORE, the Borrower and the Bank hereby agree as follows:
SECTION 1. AMENDMENT OF THE AGREEMENT. The Agreement is, effective the
date hereof, hereby amended as follows:
SECTION 1.1. Section 1.1.1 shall be amended by deleting
"February 28" and inserting in place thereof "May 31".
SECTION 1.2. The first sentence in Section 1.1.2 shall be
amended by deleting "$45,000,00 thereafter" and inserting in place thereof
"$60,000,000 from May 24, 1996 until and including February 28, 1997 or (c)
$55,000,000 thereafter."
SECTION 1.3. Section 4.2 shall be amended by adding the
following to the end thereof: "As an additional condition precedent to the
obligation of the Bank to provide or extend any Credit hereunder, Borrower shall
furnish to the Bank an aging report regarding the Accounts."
SECTION 1.4. The chart in Section 7.4 shall be deleted and
replaced with the following:
<TABLE>
<CAPTION>
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PERIOD Ratio
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<S> <C>
Date hereof until and including August 31, 1996 1.60:1.00
- -----------------------------------------------------------------------------------------------
September 1, 1996 until and including March 1, 1997 1.50:1.00
- -----------------------------------------------------------------------------------------------
March 2, 1997 until and including March 1, 1998 1.35:1.00
- -----------------------------------------------------------------------------------------------
March 2, 1998 and thereafter 1.25:1.00
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</TABLE>
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SECTION 1.5. Section 7.5 shall be amended by deleting "March
31" and inserting in place thereof "August 31".
SECTION 1.6. The definition of "Borrowing Base" under Section
10.1 shall be deleted and replaced with the following:
"Borrowing Base" means the Net Value of Eligible Accounts plus
the Net Value of Eligible Inventory.
SECTION 1.7. The definition of "Borrowing Base Certificate"
under Section 10.1 shall be deleted and replaced with the following:
"Borrowing Base Certificate" means a certificate, in the form
required by the Bank, signed by a duly authorized officer of
the Borrower, that computes the Borrowing Base, together with
any memo of returns and credits, remittance report, schedule
of Accounts and such other supporting documents and materials
which the Bank, in its sole discretion, may require to be
delivered with such certificate, in the form attached hereto.
SECTION 1.8. The definition of "Current Assets" under Section
10.1 shall be deleted and replaced with the following:
"Current Assets" means all assets which may properly be
classified as current assets in accordance with generally
accepted accounting principles applied on a consistent basis
plus 100% of any LIFO reserve as of the date of determination,
except that amounts due from unconsolidated Subsidiaries and
Affiliates shall be excluded.
SECTION 1.9. The definition of "Current Liabilities" under
Section 10.1 shall be deleted and replaced with the following:
"Current Liabilities" means all Liabilities as may properly be
classified as current Liabilities in accordance with generally
accepted accounting principles applied on a consistent basis,
plus 40% of any LIFO reserve as of the date of determination,
and the principal amount of all Revolving Credit Loans which
are outstanding hereunder but shall not include up to
$3,000,000 in reserves reasonably established by the Borrower
in February 1996 in connection with the Disposition.
SECTION 1.10. The definition of "LIBO Rate Period" under
Section 10.1 shall be amended by deleting the words "plus 60% of any LIFO
reserve".
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SECTION 1.11. The following new definitions shall be added in
Section 10.1:
"Account" means and includes all accounts (whether or not
earned by performance), contract rights, chattel paper,
instruments, documents, general intangibles (including,
without limitation, tax refunds and tax refund claims) and
all other forms of obligations owing to the Borrower, whether
secured or unsecured, whether now existing or hereafter
created, and whether or not specifically assigned to the Bank
under the Loan Documents, all guaranties and other security
therefor, all merchandise returned to or repossessed by the
Borrower, and all rights of stoppage in transit and all other
rights and remedies of an unpaid vendor, lienor or secured
party.
"Customer" means any Person who is obligated as an account
debtor or other obligor on, under or in connection with any
Account.
"Defaulted Account" means an Account that a Customer has not
satisfied in full on or before the 90th day after the date an
invoice is issued.
"Eligible Account" means each Account of the Borrower which,
at the time of determination, meets all the following
qualifications: (a) the Borrower has lawful and absolute
title to such Account, subject only to the Lien of the Bank
given by the Agreement; such Lien constitutes a perfected
Lien in the Account prior to the rights of any other Person
and such Account is not subject to any other Lien whatsoever;
(b) the Borrower has the full unqualified right to grant a
Lien in such Account to the Bank as security and collateral
for the amounts owing hereunder and under the Notes; (c) the
Account is evidenced by an invoice issued to the proper
Customer and is not evidenced by any instrument or chattel
paper; (d) the Account arose from the sale of goods by the
Borrower in the ordinary course of business, which goods have
been shipped or delivered to the Customer under such Account;
and such sale was an absolute sale and not on consignment,
approval or a sale-and-return basis; (e) no notice of the
bankruptcy, receivership, reorganization, insolvency, or
financial embarrassment of the Customer has been received by
the Borrower; (f) the Account is a valid, legally enforceable
obligation of the Customer, and is not subject to any
dispute, offset, counterclaim, or other defense on the part
of such Customer; (g) it is not a Defaulted Account; (h) the
terms of the Account require payment no more than 90 days
from the date an invoice is issued; (i) the Customer on the
Account is not (1) the United States of America or any
foreign government, or any department, agency or
instrumentality thereof, (2) the Borrower, or any Affiliate,
or (3) located outside the United States or Canada, unless
the sale is secured by a letter of credit on which the Bank
is the sole beneficiary and the form, substance and issuer of
which are acceptable to the Bank; (j) the Borrower
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is not indebted to the Customer on the Account (or any
affiliate of such Customer) for any goods provided or services
rendered to the Borrower; (k) the Account is not owing by any
Customer with 25% or more of the value of its outstanding
Accounts not qualifying as Eligible Accounts; (l) the Account
is an Account representing all or part of the sales price of
merchandise, insurance and service within the meaning of
Section 3(c)(5) of the Investment Company Act of 1940, as
amended; (m) a purchase of the Account would constitute a
"current transaction" within the meaning of Section 3(a)(3) of
the Securities Act of 1933, as amended; (n) the Account is
denominated and payable only in United States dollars in the
United States; and (o) the Bank, acting in its sole
discretion, has not notified the Borrower the Account may not
be considered as an Eligible Account.
"Net Value of Eligible Accounts" means 75% of the lower of the
book value or collectible value of Eligible Accounts, as
reflected in the Borrower's books in accordance with GAAP, net
of all credits, discounts and allowances (including all
unissued credits in the form of a competitive allowance or
otherwise); provided, however, that the Net Value of Eligible
Accounts shall not exceed $7,500,000.
"Net Value of Eligible Inventory" means (a) 40% of the value
of the Eligible Inventory from the date hereof until and
including December 31, 1996 or (b) 35% of the value of the
Eligible Inventory thereafter.
SECTION 1.12. Section 10.2 shall be amended and restated in
its entirety as follows:
10.2. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied
in the preparation of the financial statements of Borrower,
provided however, that for the purposes of calculating the
financial covenants in Section 7.2., 7.3., 7.4., 7.5. and
7.6., the LIBO Fixed Charge Coverage Ratio and the LIBO Senior
Leverage Ratio, the Borrower may exclude up to $3,000,000 of a
one-time non-cash charge incurred in fiscal 1997 as a result
of adopting SASB 121.
SECTION 2. CONDITIONS PRECEDENT TO EXTENSION OF CREDIT. Prior to the
extension of Credit hereunder, Borrower shall furnish to the Bank all of the
following, each dated the date hereof in form and substance satisfactory to the
Bank:
SECTION 2.1. Landlord Waivers. A Landlord's Waiver and Consent
substantially in the form attached hereto as Exhibit A from those of its
landlords in the jurisdictions where Eagleville Pharmacy, Inc.'s stores are
located and where such landlords are given a statutory Lien superior to or pari
passu with the Lien granted to the Bank under the Loan Documents.
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SECTION 2.2. Financing Statements. Copies of duly completed
and executed Uniform Commercial Code financing statements or statements of
assignment or statements of amendment with respect to the property covered by
the Security Agreement, in proper form for filing in all jurisdictions in which
such filing is necessary or appropriate to establish, perfect, protect and
preserve the rights, titles, interests, remedies, powers, privileges and Liens
of the Bank in the Accounts, Inventory and other personal property of Eagleville
Pharmacy, Inc. being acquired by the Borrower.
SECTION 2.3. Liens and Other Searches. Results of record
searches by a Person satisfactory to the Bank, of the Uniform Commercial Code
filings which may have been filed with respect to the personal property of
Borrower in the state and county filing offices and real estate records in each
of the jurisdictions requested by the Bank, and of judgment and tax Liens with
respect to Borrower.
SECTION 2.4. Consent of Guarantors. A properly executed
Consent of Guarantor of each of the guarantors under the Agreement.
SECTION 2.5. Revolving Credit Note. A properly executed First
Amendment to Third Amended and Restated Revolving Credit Note, issued by the
Borrower to the Bank in the principal amount of $60,000,000 in the form attached
hereto as Exhibit B.
SECTION 2.6. Opinion of Counsel. The favorable opinion of
Emens, Kegler, Brown, Hill & Ritter, addressed to the Bank in the form attached
to the Agreement as Exhibit 4.7(k).
SECTION 2.7. Assignment of Indemnification Right. A properly
executed Assignment of Indemnification Right in the form attached hereto as
Exhibit C.
SECTION 2.8. Estoppel Letters. An estoppel letter agreement
executed by each secured creditor acknowledging that it no longer has a Lien in
the inventory of Eagleville Pharmacy, Inc., substantially in the form attached
hereto as Exhibit D.
SECTION 3. GOVERNING LAW. This Amendment No. 2 shall be governed by and
construed in accordance with the laws of the State of Ohio.
SECTION 4. COSTS AND EXPENSES. All costs and expenses of the Bank in
connection with the preparation, execution and delivery of this Amendment No. 2
and the other documents to be delivered in connection herewith, including,
without limitation, the reasonable fees and out-of-pocket expenses of outside
legal counsel incurred by the Bank or any Persons participating in the Loans
pursuant to Section 9 of the Agreement with respect thereto shall be paid by the
Borrower, on demand.
SECTION 5. COUNTERPARTS. This Amendment No. 2 may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so
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executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
SECTION 6. CONFESSION OF JUDGMENT. The Borrower hereby authorizes any
attorney at law to appear for the Borrower, in an action on the Agreement, at
any time after the same becomes due, as herein provided, in any court of record
in or of the State of Ohio, or elsewhere, to waive the issuing and service of
process against the Borrower and to confess judgment in favor of the holder of
the Agreement or the party entitled to the benefits of the Agreement against the
Borrower for the amount that may be due, with interest at the rate herein
mentioned and costs of suit, and to waive and release all errors in said
proceedings and judgment, and all petitions in error, and right of appeal from
the judgment rendered.
SECTION 7. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES; NO
DEFAULTS. The Borrower hereby expressly acknowledges and confirms that the
representations and warranties of the Borrower set forth in Section 5 of the
Agreement are true and accurate on this date with the same effect as if made on
and as of this date; that no financial condition or circumstance exists which
would inevitably result in the occurrence of an Event of Default under Section 8
of the Agreement; and that no event has occurred or no condition exists which
constitutes, or with the running of time or the giving of notice would
constitute an Event of Default under Section 8 of the Agreement.
SECTION 8. REAFFIRMATION OF DOCUMENTS. Except as herein expressly
modified, the parties hereto ratify and confirm all of the terms, conditions,
warranties and covenants of the Agreement, and all security agreements, pledge
agreements, mortgage deeds, assignments, subordination agreements, or other
instruments or documents executed in connection with the Agreement, including
provisions for the payment of the Notes pursuant to the terms of the Agreement.
This Amendment No. 2 does not constitute the extinguishment of any obligation or
indebtedness previously incurred, nor does it in any manner affect or impair any
security interest granted to the Bank, all of such security interests to be
continued in full force and effect until the indebtedness described herein is
fully satisfied.
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The Borrower and the Bank have executed this Amendment No. 2 as of the
date first above written.
BANK ONE, COLUMBUS, NA
By:___________________________________
Name: Elizabeth E. Cadwallader
Its: Vice President
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.
DRUG EMPORIUM, INC.
By:___________________________________
Name:_________________________________
Its:__________________________________
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EXHIBIT A
FORM OF LANDLORD'S WAIVER AND CONSENT
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EXHIBIT B
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT NOTE
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EXHIBIT C
ASSIGNMENT OF INDEMNIFICATION RIGHT
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EXHIBIT D
ESTOPPEL LETTER
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE SYMBOL: DEMP
Thursday, May 30, 1996 TRADED: NASDAQ National
Market System
DRUG EMPORIUM FINALIZES THE ACQUISITION
OF "I GOT IT AT GARY'S"
AND OBTAINS AN EXTENDED LINE OF CREDIT
COLUMBUS, Ohio, May 30 -- Drug Emporium, Inc. announced today that it
has completed the previously announced purchase of certain assets of the
six-store chain of discount drug stores owned by Eagleville Pharmacy, Inc., and
doing business as I got it at Gary's. The stores are operating in the
Philadelphia market area.
The Company also announced that it has entered into an expanded secured
credit agreement with Bank One of Columbus, National City Bank and The
Huntington National Bank.
David L. Kriegel, Drug Emporium's chairman and chief executive officer,
said, "The purchase price for the selected assets approximated $11 million and
included inventory, leaseholds and equipment. With the exception of certain
leases assumed by Drug Emporium, no material liabilities of Eagleville Pharmacy
were included in the transaction. The six stores are expected to contribute $50
to $60 million in net sales to Drug Emporium over the next twelve months."
Mr. Kriegel further commented, "The banks extended our total line of
credit to $60 million from $45 million to fund the acquisition and expected
seasonal borrowing requirements for the fall."
Drug Emporium, Inc. is a national chain of 141 company-owned stores
operating as Drug Emporium, F&M Super Drug Stores or I got it at Gary's. The
company also franchises an additional 90 Drug Emporium stores. All 231 stores
specialize in discount-priced health and beauty aids, cosmetics, greeting cards
and prescription drugs.
# # # # #
FOR FURTHER INFORMATION: Drug Emporium, Inc.
Timothy S. McCord, CFO
614-548-7080 x207
or Investor Relations x451
Web Site Address: http://www.drugemporium.com