-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DR2KNu8VHOeRNS4muMUPB/Dyxgne9neJaC2AYF8IVqMNdkGx806crVJzvdf2au1V qHfkqPGl9Pyeg7RSVChQww== /in/edgar/work/20000919/0000927356-00-001800/0000927356-00-001800.txt : 20000923 0000927356-00-001800.hdr.sgml : 20000923 ACCESSION NUMBER: 0000927356-00-001800 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000919 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONGS DRUG STORES CORP CENTRAL INDEX KEY: 0000764762 STANDARD INDUSTRIAL CLASSIFICATION: [5912 ] IRS NUMBER: 680048627 STATE OF INCORPORATION: MD FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-37157 FILM NUMBER: 724831 BUSINESS ADDRESS: STREET 1: 141 N CIVIC DR CITY: WALNUT CREEK STATE: CA ZIP: 94596 BUSINESS PHONE: 4159371170 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIEL CAPITAL MANAGEMENT INC ET AL CENTRAL INDEX KEY: 0000766883 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 307 N MICHIGAN AVE STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3127260140 MAIL ADDRESS: STREET 1: 307 N MICHIGAN AVENUE STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60601 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* ____________________ LONGS DRUG STORES CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 543162101 (CUSIP Number of Class of Securities) John W. Rogers, Jr. Chairman of the Board and Chief Executive Officer and Franklin L. Morton Senior Vice President Ariel Capital Management, Inc. 307 North Michigan Avenue, Suite 500 Chicago, Illinois 60601 (312) 726-0140 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) September 18, 2000 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. : * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Schedule 13D CUSIP NO. 543162101 Page 2 of 12 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Ariel Capital Management, Inc. John W. Rogers, Jr. IRS ID # 36-3219058 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* OO: Funds of investment advisory clients - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF Ariel - 5,188,325 Rogers-0 SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY Ariel - 0 Rogers-0 OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING Ariel - 5,555,575 Rogers-0 PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH Ariel - 6,000 Rogers-0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Ariel - 5,561,575 Rogers-0 - ------------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Ariel - 5,561,575/37,383,582 = 14.88% Rogers-0% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON (See Instructions) Ariel - IA Rogers-HC - ------------------------------------------------------------------------------ * See instructions before filling out. Schedule 13D CUSIP No. 543162101 Page 3 of 12 Pages Item 1. Security and Issuer. This statement on Schedule 13D (this "Statement" or the "Schedule 13D") relates to shares of common stock ("Issuer Shares") of Longs Drug Stores Corporation, a Maryland corporation ("Issuer"). The Issuer's principle executive offices are located at 141 North Civic Drive, Walnut Creek, California 94596. Item 2. Identity and Background. (a), (b) and (c) Ariel Capital Management, Inc. ("Ariel") is filing this Statement. Ariel is an investment advisor registered with the Securities & Exchange Commission under the Investment Advisers Act of 1940, as amended. Ariel provides portfolio management services on a discretionary basis to a limited number of institutional clients, consisting of private and public pension plans, charitable foundations, university endowments, trusts, corporations and Taft-Hartley organizations. Ariel also serves as investment adviser and manager to the Ariel Growth Fund (d/b/a Ariel Investment Trust), which is composed of three separate portfolios: the Ariel Fund, the Ariel Appreciation Fund and the Ariel Premier Bond Fund. Ariel's affiliate, Ariel Distributors, Inc., serves as the underwriter and distributor for the Ariel Growth Fund. Ariel also serves as investment advisor for selected individual and other portfolios through the Ariel Managed Fund Account Program. Ariel's principal executive offices are located at 307 North Michigan Avenue, Chicago, Illinois 60601. Other than executive officers and directors, there are no persons or entities controlling or ultimately controlling Ariel. The Issuer Shares reported in Item 5 were acquired on behalf of Ariel's investment advisory clients under sole or shared discretionary authority granted to Ariel. None of the Issuer Shares are owned by or on behalf of Ariel or by any of its directors or officers. To the best of Ariel's knowledge, no single client of Ariel owns 5% or more of the Issuer Shares. Mr. John W. Rogers, Jr., Ariel's Chairman of the Board and Chief Executive Officer, also is filing this Statement in the event he could be deemed to be an indirect beneficial owner of the Issuer Shares reported by Ariel through the exercise of voting control and/or dispositive power over the Issuer Shares as the result of his official positions or ownership of voting securities of Ariel. Neither Ariel nor Mr. Rogers owns any Issuer Shares for its or his own account and each disclaims beneficial interest in any of the Issuer Shares reported. (d) During the last five years, neither Ariel nor, to the best of Ariel's knowledge, any of its executive officers and/or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Ariel nor, to the best of Ariel's knowledge, any of its executive officers and/or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in, or was subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. (f) Ariel is a corporation organized and existing under the laws of the State of Illinois. Mr. Rogers is a citizen of the United States. Each of Ariel's directors and executive officers is a citizen of the United States. The name, address and present principal occupation of each of Ariel's directors and executive officers are set forth in Schedule I. Schedule 13D CUSIP No. 543162101 Page 4 of 12 Pages Item 3. Source and Amount of Funds or Other Consideration. John W. Rogers, Jr. owns no Issuer Shares directly. Ariel directed the purchase of 5,561,575 Issuer Shares for its investment advisory clients for an aggregate purchase price of $140,227,187. All of the shares were paid for by cash assets in the respective clients' accounts and/or margin borrowings pursuant to standard margin agreements. Item 4. Purpose of Transaction. Ariel is engaged in the business of investment management of its clients' assets and pursues an investment philosophy of identifying undervalued situations and acquiring positions in undervalued companies for long-term investment on behalf of its clients. All purchases of Issuer Shares were made for investment purposes only, in Ariel's ordinary course of business as a registered investment advisor. Ariel has invested in the Issuer since 1991 for the long term as a passive investor. In the ordinary course of business, Ariel contacts management and the Board of Directors to inquire about the Issuer's financial and stock market performance. Over the past 10 fiscal years, the Issuer's earnings per share have risen from $1.51 to $1.76, reflecting a compounded annual growth rate of only 1.5%. Moreover, the Issuer Shares have declined 20% in value over the past decade, from a peak of $24 per share in 1989 to the present value of approximately $19 per share. Consequently, Ariel has contacted management and the Board of Directors to inquire as to what strategies the Issuer plans to undertake to enhance shareholder value. Ariel may, from time to time, purchase or sell additional Issuer Shares in open market or privately negotiated transactions. In determining whether to purchase or sell additional shares, Ariel intends to consider and review various factors on a continuous basis, including the Issuer's financial condition, business prospects, other developments concerning the Issuer, the price and availability of Issuer Shares, other investment and business opportunities available to Ariel, and general economic and stock market conditions. Except as set forth in this Item 4, Ariel has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Ariel reserves the right to change its plans and intentions at any time, as it deems appropriate. Item 5. Interest in Securities of the Company. (a) The aggregate number and percentage of Issuer Shares to which this Statement relates is 5,561,575 shares, representing 14.88% of the issued and outstanding Issuer Shares. All such shares were purchased in open market transactions. (b) As of the date of this filing, Ariel has the discretionary power to direct the vote of 5,188,325 Issuer Shares and the disposition of 5,555,575 Issuer Shares held for its investment clients. (c) All purchase or sale transactions effected by Ariel in Issuer Shares during the past 60 days are set forth on Schedule II. (d) Ariel's investment advisory clients have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Issuer Shares, and the sole power to direct the receipt of dividends from any of the Issuer Shares held for their respective accounts. Such clients also may terminate the investment advisory agreements without penalty upon appropriate notice. Ariel does Schedule 13D CUSIP No. 543162101 Page 5 of 12 Pages not have an economic interest in any of the Issuer Shares. To the best of Ariel's knowledge, other than the Issuer Shares reported, no single client has such interest relating to 5% or more of the outstanding class of securities. (e) Not applicable. Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Company. The powers of disposition with respect to Issuer Shares owned by Ariel's discretionary private accounts are established in written investment advisory agreements between clients and Ariel, which are entered into in the normal and usual course of Ariel's business as a registered investment advisor and which are generally applicable to all securities purchased for the benefit of each such discretionary private account. There are no special or different agreements relating to the Issuer Shares. The written investment advisory agreements with clients do not contain provisions relating to borrowing of funds to finance the acquisition of Issuer Shares, acquisition of control, transfer of securities, joint ventures, or any of the other transactions listed in the instructions to Item 7 of Schedule 13D other than voting of proxies. In connection with voting, Ariel may be allowed or directed to vote the proxies received by accounts classified as "discretionary" or "shared" accounts. Such authority generally is retained by the clients for accounts classified as "non-discretionary." Item 7. Material to be Filed as Exhibits. Exhibit A Joint Filing Agreement Exhibit B Power of Attorney Schedule I Information with Respect to Directors and Executive Officers of Ariel Capital Management, Inc. Schedule II Purchase and Sale Transactions within the Past 60 Days Schedule 13D CUSIP No. 543162101 Page 6 of 12 Pages SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: September 18, 2000 ARIEL CAPITAL MANAGEMENT, INC. By: /s/ Franklin L. Morton ------------------------------- Franklin L. Morton Senior Vice President JOHN W. ROGERS, JR., individually By: /s/ Franklin L. Morton ------------------------------- Franklin L. Morton, as attorney-in-fact* * Franklin L. Morton signs this document on behalf of John W. Rogers, Jr. pursuant to the power of attorney attached as Exhibit B to this Statement. EX-99.(A) 2 0002.txt JOINT FILING AGREEMENT Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of the 18th day of September, 2000. ARIEL CAPITAL MANAGEMENT, INC. By: /s/ Franklin L. Morton ---------------------------------------- Franklin L. Morton Senior Vice President JOHN W. ROGERS, JR., individually By: /s/ Franklin L. Morton ---------------------------------------- Franklin L. Morton, as attorney-in-fact* * Franklin L. Morton signs this document on behalf of John W. Rogers, Jr. pursuant to a power of attorney of even date herewith and duly executed by Mr. Rogers. EX-99.(B) 3 0003.txt POWER OF ATTORNEY Exhibit B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that John W. Rogers, Jr. constitutes and appoints Franklin L. Morton his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable in order to enable Ariel Capital Management, Inc. to file with the Securities and Exchange Commission a statement on Schedule 13D under the Securities Act of 1933, including specifically, but without limitation, power and authority to sign the name of the undersigned to such statement, and any amendments to such statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. JOHN W. ROGERS, JR. /s/ John W. Rogers, Jr. ----------------------------------------- John W. Rogers, Jr. Dated: September 18, 2000. EX-99.(I) 4 0004.txt INFORMATION WITH RESPECT TO DIRECTORS SCHEDULE I Information with Respect to Directors and Executive Officers of Ariel Capital Management, Inc. The following information is disclosed for each of Ariel's directors and executive officers: name; business address; and present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer and business address of each such individual is Ariel Capital Management, Inc., 307 North Michigan Avenue, Suite 500, Chicago, Illinois 60601.
- --------------------------------------------------------------------------------------------------------------- Officer / Director Address Position - ------------------ ------- -------- - --------------------------------------------------------------------------------------------------------------- James W. Atkinson Executive Vice President and Chief Financial and Administrative Officer - --------------------------------------------------------------------------------------------------------------- James E. Bowman, Jr., M.D. The University of Chicago Director; Professor Emeritus for the 5801 S. Ellis Avenue Departments of Pathology and Medicine Chicago, Illinois 60637 at the University of Chicago - --------------------------------------------------------------------------------------------------------------- Mellody L. Hobson Director; President - --------------------------------------------------------------------------------------------------------------- Merrillyn J. Kosier Senior Vice President/Director of Mutual Fund Marketing - --------------------------------------------------------------------------------------------------------------- Eric T. McKissack Vice Chairman of the Board of Directors; Senior Vice President and Co-Chief Investment Officer - --------------------------------------------------------------------------------------------------------------- Franklin L. Morton Senior Vice President/Director of Research - --------------------------------------------------------------------------------------------------------------- Henry B. Pearsall 721 Ontario Director; Former Chairman of the Unit 209 Board of Directors of Sanford Oak Park, Illinois 60302 Corporation, Member of Boards of Directors of First Colonial Bankshares Corporation, Avenue Bank of Oak Park, First Colonial Trust Company and Swing-N-Slide - --------------------------------------------------------------------------------------------------------------- Anna Perez Chevron Corporation Director; General Manager of 575 Market Street Corporate Communications and Room 3144 Programs, Chevron Corporation San Francisco, California 94105 - --------------------------------------------------------------------------------------------------------------- John W. Rogers, Jr. Chairman of the Board of Directors; Chief Executive Officer and Treasurer - --------------------------------------------------------------------------------------------------------------- Robert I. Solomon Silliker Laboratories Director; Vice President, Marketing, 900 Maple Road of Silliker Laboratories Homewood, Illinois 60430 - --------------------------------------------------------------------------------------------------------------- Roger P. Schmitt Vice President/Chief Information Officer - ---------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------- Peter Q. Thompson Senior Vice President/Director of Institutional Marketing and Client Services - --------------------------------------------------------------------------------------------------------------- Paula Wolff The Metropolis 2020 Director; Senior Executive of The 30 West Monroe Metropolis 2020 18th Floor Chicago, Illinois 60603 - ---------------------------------------------------------------------------------------------------------------
EX-99.(II) 5 0005.txt PURCHASE AND SALE TRANSACTIONS SCHEDULE II Purchase and Sale Transactions within the Past 60 Days
Date of Type of Number of Price Per Transaction Transaction Shares Share ----------- ----------- --------- --------- 08/04/00 Sale 1,410 $19.31 08/17/00 Sale 25,000 $19.70 08/18/00 Sale 28,000 $19.18
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