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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 27, 1995
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RITE AID CORPORATION
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(Exact name of registrant as specified in charter)
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Delaware 1-5742 23-1614034
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(State or other jurisdic- (Commission (IRS Employer Iden-
tion of incorporation) File Number) tification No.)
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30 Hunter Lane
Camp Hill, Pennsylvania 17011
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(Address of principal executive offices) (Zip Code)
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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 2. Acquisition or Disposition of Assets
Lake Acquisition Corporation, a wholly-owned subsidiary of Rite
Aid Corporation, has completed its 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, constitute 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.
The total funds required to purchase the Perry shares pursuant to
the tender offer were $122,955,228. The sources of the cash were
existing commercial paper programs and working capital.
Perry operates 224 drugstores throughout Michigan. Perry also has
a distribution center and administrative offices located near
Pontiac, Michigan.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
The audited consolidated balance sheets of Perry Drug Stores, Inc.
as of October 31, 1994 and 1993, and the related audited
consolidated statements of income and cash flows for each of the
three years in the period ended October 31, 1994, are incorporated
herein by reference to Part IV, Item 14.(a)1. of the Perry
(Commission File Number: 1-7941) Form 10-K Annual Report for the
fiscal year end October 31, 1994.
(b) Pro Forma Financial Information
It was impracticable to provide the pro forma financial information
required pursuant to Article 11 of Regulation S-X relative to an
acquired business in this Form 8-K filing. The required pro forma
financial information will be filed with the Commission by March
3, 1995.
(c) Exhibits
(2) Agreement and Plan of Merger, dated as of December 23, 1994,
is incorporated by reference to Exhibit (c)(1) to the
Company's Schedule 14D-1 filed with the Commission on December
29, 1994.
(99) Press release announcing the completion of the Company's
tender offer for Perry Drug Stores, Inc.
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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 thereunto duly authorized.
Rite Aid Corporation
Date: February 10, 1995 BY: /s/ Frank Bergonzi
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Frank Bergonzi
Senior Vice President
Finance
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EXHIBIT INDEX
Exhibit No. Description
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99 Press release announcing the completion of the
Company's tender offer for Perry Drug Stores, Inc.
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EXHIBIT 99
(Rite Aid Corporation Letterhead)
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.
Rite Aid, the nation's largest drugstore chain, operates 2,618 stores in 23
Eastern states and the District of Columbia.
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