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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT AMMENDMENT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 1995
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RITE AID CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 1-5742 23-1614034
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(State or other jurisdic- (Commission (IRS Employer Iden-
tion of incorporation) File Number) tification No.)
30 Hunter Lane
Camp Hill, Pennsylvania 17011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 761-2633
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Not applicable
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro Forma Financial Information
Lake Acquisition Corporation, a wholly-owned subsidiary of Rite Aid
Corporation, completed a cash tender offer for all outstanding shares of
common stock of Perry Drug Stores, Inc. at a price of $11.00 per share.
The tender offer expired at midnight, New York City Time, on Friday,
January 27, 1995. The shares tendered, together with the 185,000 Perry
shares beneficially owned by Rite Aid prior to commencement of the
offer, constituted approximately 94.5% of Perry's 12,027,382 shares of
common stock issued and outstanding. The remaining Perry shares will be
acquired in a subsequent second-step merger transaction expected to
occur on or about March 16, 1995. Perry operates 224 drugstores
throughout Michigan. Perry also has a distribution center and
administrative offices located near Pontiac, Michigan.
The following unaudited pro forma condensed balance sheet as of November
26, 1994, was computed assuming that the acquisition of Perry Drug
Stores, Inc. was consummated on November 26, 1994. The unaudited pro
forma condensed statements of income for the year ended February 26,
1994, and the thirty-nine weeks ended November 26, 1994, were computed
assuming that the acquisition of Perry Drug Stores, Inc. was consummated
at the beginning of each period presented. The pro forma financial
statements have been prepared by the Registrant based upon audited
financial statements of the Registrant for the year ended February 26,
1994, and unaudited financial statements as of and for the thirty-nine
weeks ended November 26, 1994, giving effect to the acquisitions under
the purchase method of accounting. The assumptions and adjustments used
are described in the accompanying notes to the pro forma financial
statements.
The Perry amounts in the pro forma condensed balance sheet were taken
from the audited consolidated balance sheet of Perry Drug Stores, Inc.
as of October 31, 1994. The Perry amounts in the pro forma condensed
statement of income for the year ended February 26, 1994, were developed
by taking Perry's audited statement of operations for the year ended
October 31, 1993, subtracting from that the results for the quarter
ended January 31, 1993 and adding the quarter ended January 31, 1994.
The Perry amounts in the pro forma condensed statement of income for the
thirty-nine weeks ended November 26, 1994, were developed by taking the
audited statement of operations for the year ended October 31, 1994 and
subtracting the results for the quarter ended January 31, 1994.
These pro forma statements are not indicative of the results that
actually would have occurred if the acquisition had been in effect on
the dates indicated or which may be obtained in the future. Since the
valuation of the Perry assets is not yet completed, the amounts used
for the pro forma adjustments are preliminary estimates. The pro
forma financial statements should be read in conjunction with the
related notes.
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RITE AID CORPORATION AND PERRY DRUG STORES, INC.
PRO FORMA CONDENSED BALANCE SHEET
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Rite Aid Perry Drug Pro Forma
Corporation Stores, Inc. Pro Forma Combined
Nov. 26, 1994 Oct. 31, 1994 Adjustments Nov. 26, 1994
------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
ASSETS
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Current Assets
Cash $ 15,140 $ 7,798 $ 22,938
Accounts and Notes Receivable 191,756 27,780 219,536
Inventories 972,772 114,819 $ 12,181 (a) 1,099,772
Prepaid Expenses and Other
Current Assets 35,158 11,180 46,338
---------- ---------- --------- ----------
Total Current Assets 1,214,826 161,577 12,181 1,388,584
Property, Plant and Equipment 1,301,759 99,430 (9,012)(b) 1,392,177
Less: Accumulated Depreciation
and Amortization 605,302 42,887 (4,768)(b) 643,421
---------- ---------- --------- ----------
696,457 56,543 (4,244) 748,756
Goodwill 26,574 19,000 45,796 (c) 91,370
Lease Acquisition Costs and Other
Intangible Assets 107,971 3,419 42,961 (d) 158,595
4,244 (b)
Other Assets 77,518 5,219 82,737
---------- ---------- --------- ----------
$2,123,346 $ 245,758 $ 100,938 $2,470,042
========== ========== ========= ==========
LIABILITIES
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Current Liabilities
Short-Term Debt and
Current Maturities of
Long-Term Debt $ 31,708 $ 180 $ 31,888
Accounts Payable 244,762 71,079 315,841
Income Taxes 16,665 - $ 4,446 (f) 21,111
Accrued Expenses and Other
Current Liabilities 63,889 24,800 88,689
Reserve for Restructuring and
other Charges 61,892 - 61,892
---------- ---------- --------- ----------
Total Current Liabilities 418,916 96,059 4,446 519,421
Long Term Debt, less Current
Maturities 663,598 93,510 137,000 (e) 894,108
Deferred Income Taxes 68,957 - 15,681 (f) 84,638
Stockholders' Equity
Preferred Stock - -
Common Stock 90,290 601 (601)(g) 90,290
Additional Paid-in Capital 60,425 58,532 (58,532)(g) 60,425
Retained Earnings (Deficit) 916,169 (2,944) 2,944 (g) 916,169
Cumulative Pension Liability
Adjustments (2,014) - (2,014)
Treasury Stock, at Cost (92,995) - (92,995)
---------- ------------ --------- ----------
971,875 56,189 (56,189) 971,875
---------- ------------ --------- ----------
$ 2,123,346 $ 245,758 $ 100,938 $2,470,042
========== ============ ========= ==========
</TABLE>
See notes to pro forma condensed financial statements.
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RITE AID CORPORATION AND PERRY DRUG STORES, INC.
PRO FORMA CONDENSED STATEMENT OF INCOME
(Unaudited)
(Dollars In Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Rite Aid Perry Drug Pro Forma
Corporation Stores, Inc. Combined
Fiscal Year Twelve Months Fiscal Year
Ended Ended Pro Forma Ended
Feb. 26, 1994 Jan. 31, 1994 Adjustments Feb. 26, 1994
------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
NET SALES $ 4,058,711 $ 708,302 $ 4,767,013
COSTS AND EXPENSES
Cost of Goods Sold
Including Occupany Costs 2,970,025 531,883 $ 24,086 (h) 3,525,994
Selling, General and
Administrative Expenses 865,137 169,912 (24,086)(h) 997,731
(15,750)(i)
2,518 (j)
Restructuring and Other Charges 149,196 - 149,196
Interest Expense 28,683 8,194 4,336 (k) 36,591
(4,622)(l)
----------- ---------- --------- -----------
Income (Loss) From Continuing
Operations Before Income Taxes 45,670 (1,687) 13,518 57,501
Income Taxes 19,462 (296) 5,853 (m) 25,019
----------- ---------- --------- -----------
Income From Continuing Operations $ 26,208 $ (1,391) $ 7,665 $ 32,482
=========== ========== ========= ===========
Earnings Per Share From
Continuing Operations $ .30 $.37
===== ====
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 87,972,000 87,972,000
</TABLE>
See notes to pro forma condensed financial statements.
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RITE AID CORPORATION AND PERRY DRUG STORES, INC.
PRO FORMA CONDENSED STATEMENT OF INCOME
(Unaudited)
(Dollars In Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Rite Aid Perry Drug Pro Forma
Corporation Stores, Inc. Combined
Thirty-Nine Nine Months Thirty-Nine
Weeks Ended Ended Pro Forma Weeks Ended
Nov. 26, 1994 Oct. 31, 1994 Adjustments Nov. 26, 1994
------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
NET SALES $ 3,180,085 $ 546,486 $3,726,571
COSTS AND EXPENSES
Cost of Goods Sold,
Including Occupancy Costs 2,334,994 404,507 $ 18,065 (h) 2,757,566
Selling, General and
Administrative Expenses 671,823 132,126 (18,065)(h) 775,959
(11,813)(i)
1,888 (j)
Interest Expense 28,956 6,306 4,571 (k) 36,875
(2,958)(l)
----------- ---------- ---------- -----------
Income From Continuing Operations
Before Income Taxes 144,312 3,547 8,312 156,171
Income Taxes 56,280 865 3,723 60,868
----------- ---------- ---------- -----------
Income From Continuing Operations $ 88,032 $ 2,682 $ 4,589 $ 95,303
=========== ========== ========== ===========
Earnings Per Share From
Continuing Operations $1.04 $1.12
===== =====
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 84,977,000 84,977,000
</TABLE>
See notes to pro forma condensed financial statements.
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RITE AID CORPORATION AND PERRY DRUG STORES, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
Balance Sheet Pro Forma Adjustments
(a) Eliminate LIFO reserve to record inventory at its fair value.
(b) Reclassify the value of Perry's favorable lease rights out of
fixed assets.
(c) Record the net additional goodwill purchased from Perry.
(d) Record the net additional value of favorable leases and
prescription lists purchased from Perry.
(e) Additional long-term debt to finance the Perry acquisition.
(f) Deferred income taxes related to revaluation of Perry assets.
(g) Eliminated Perry's equity amounts.
Statement of Income Pro Forma Adjustments
(h) Reclassify Perry's occupancy costs to cost of goods sold.
(i) Elimination of Perry's corporate administrative expenses.
(j) Net additional amortization expense related to the net
additional favorable leases, prescription lists and
goodwill acquired from Perry.
(k) Additional interest expense related to the debt incurred to
finance the Perry acquisition.
(l) Interest expense savings resulting from replacing Perry's debt
with Rite Aid commercial paper financing.
(m) Tax effect of pro forma adjustments.
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SIGNATURE
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.
Rite Aid Corporation
Date: March 3, 1995 BY: /s/ Frank Bergonzi
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Frank Bergonzi
Senior Vice President,
Finance
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