Thrifty Payless Holdings, Inc.
Ticker: TPD 9275 S.W. Peyton Lane
Exchange: New York Stock Exchange Wilsonville, Oregon 97070
Industry: Retail

Type of Shares:Class B Common Shares Filing Date:2/26/96
U.S. Shares:23,680,000 Offer Date:4/15/96
Non-U.S. Shares:5,520,000 Filing Range:$15.00 - $17.00
Primary Shares:24,300,000 Offer Price:$14.00
Secondary Shares:4,900,000 Gross Spread:$0.77
Offering Amount: $467,200,000 Selling:$0.45
Expenses:$1,350,000 Reallowance:$0.10
Shares Out After:59,501,807

ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-1172
Bear, Stearns & Co. Inc.Co-manager (212) 272-2000
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 504-4525
Merrill Lynch & Co.Co-manager (212) 449-4600
Morgan Stanley & Co. IncorporatedCo-manager (212) 703-4797

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
10/1/95 12/31/95 1/1/95 12/31/95
Revenue:$4,658.80$1,307.10$1,301.50Assets:$2,140.50
Net Income:-$22.80$24.70$17.60Liabilities:$1,954.40
EPS:-$0.65$0.70$0.50Equity:$186.10

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is the largest drug store chain in the western United States, operating more than triple the number of stores as its nearest competitor in that market. The company has an extensive network of 1,004 Thrifty and PayLess drug stores and 44 Bi-Mart membership discount stores, with 678 in California, 155 in Washington, 111 in Oregon and an additional 104 in eight other western states. Thrifty PayLess' primary focus is the sale of prescription drugs. The pharmacy business contributes significantly to the company's growth by enhancing customer loyalty, generating customer traffic and increasing sales of Thrifty PayLess' wide variety of over-the-counter drugs and other non-prescription merchandise. The company's extensive network of conveniently located stores, strong local market positions and state-of-the-industry pharmacy system, combined with its reputation for high quality health care products and services, provides Thrifty PayLess with a competitive advantage in attracting business from individual customers as well as insurance companies, employees, employers, managed care providers and other third party payors.

Use of Proceeds
The proceeds from the proposed offering will be used to redeem the outstanding principal amount of 12.25% Senior Subordinated Notes, redeem the outstanding principal amount of PIK Notes, repurchase outstanding amounts of PIK Notes currently not redeemable, and pay a portion of the expenses related to the recapitalization plan, any remaining funds will be used to reduce indebtedness and for general corporate purposes.

Last updated: 10/28/96

©1996 IPO Data Systems, Inc. - All rights reserved.