AGREEMENT AND PLAN OF MERGER dated as of December 17, 1998 among PHARMHOUSE CORP., PHAR MOR, INC.Agreement and Plan of Merger • February 2nd, 1999 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
December 16, 1998 PHARMHOUSE CORP. 860 Broadway New York, NY 10003 To the Members of the Board of Directors: We understand that Phar-Mor, Inc., a Pennsylvania corporation (the "Purchaser"), and Pharmacy Acquisition Corp. (the "Merger Subsidiary"), a...Pharmhouse Corp • February 2nd, 1999 • Retail-drug stores and proprietary stores
We understand that Phar-Mor, Inc., a Pennsylvania corporation (the "Purchaser"), and Pharmacy Acquisition Corp. (the "Merger Subsidiary"), a wholly owned subsidiary of the Purchaser, has offered to enter into an Agreement and Plan of Merger (the "Merger Agreement") with Pharmhouse Corp., a New York corporation (the "Company"), pursuant to which, subject to the terms and conditions set forth therein, the Purchaser will acquire any and all of the issued and outstanding common stock, $0.01 par value, of the Company (the "Common Stock") for $3.25 per share in cash (the "Offer Price") through a transaction in which the Merger Subsidiary will be merged with and into the Company and the issued and outstanding Common Stock will be canceled and extinguished and converted into the right to receive the Offer Price (the "Transaction").
VOTING AND PAYMENT AGREEMENT VOTING AGREEMENT, dated as of December 17, 1998 (this "Agreement"), among PHAR MOR, INC., a Pennsylvania corporation ("Buyer"), and KENNETH DAVIS (the "Holder"). WITNESSETH: WHEREAS, Buyer, PHARMACY ACQUISITION CORP., a...Voting and Payment Agreement • February 2nd, 1999 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENTSubordinated Convertible Note Purchase Agreement • February 2nd, 1999 • Pharmhouse Corp • Retail-drug stores and proprietary stores • New York
