SC 14D1/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 14D-1

             TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 2)

                                       AND
                                  SCHEDULE 13D
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 2)


                               ECKERD CORPORATION
                            (Name of Subject Company)



                          OMEGA ACQUISITION CORPORATION
                           J. C. PENNEY COMPANY, INC.
                                    (BIDDERS)

    COMMON STOCK, $.01 PAR VALUE                      278763 10 7
    (Title of Class of Securities)        (CUSIP Number of Class of Securities)

                             CHARLES R. LOTTER, ESQ.
                        EXECUTIVE VICE PRESIDENT, GENERAL
                              COUNSEL AND SECRETARY
                            J.C. PENNEY COMPANY, INC.
                                6501 LEGACY DRIVE
                             PLANO, TEXAS 75024-3698
                                 (972) 431-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                      Communications on Behalf of Bidder)


                                   COPIES TO:

                              DENNIS J. BLOCK, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000


                                NOVEMBER 27, 1996
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

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                                 TENDER OFFER

            This Amendment No. 2 to the statement on Schedule 14D-1 and Schedule
13D (the "Statement") is filed by Omega Acquisition Corporation, a Delaware
corporation ("Purchaser"), and J. C. Penney Company, Inc., a Delaware
corporation ("Parent") and the owner of all of the outstanding capital stock of
Purchaser, in connection with the offer by Purchaser to purchase 35,252,986
shares of common stock, $.01 par value per Share (the "Shares"), of Eckerd
Corporation, a Delaware corporation (the "Company"), or such other number of
shares representing 50.1% of the Company's outstanding common stock on the date
of purchase, at $35.00 per Share, net to the seller in cash, without interest
thereon, on the terms and subject to the conditions set forth in the Offer to
Purchase dated November 7, 1996 (the "Offer to Purchase"), and in the related
Letter of Transmittal and any amendments or supplements thereto.

ITEM 10.    ADDITIONAL INFORMATION

      Item 10(e) is hereby amended and supplemented as follows:

            On November 8, two actions purporting to be class actions on behalf
      of Stockholders were filed in the Delaware Court of Chancery. The actions
      are similar to those actions referred to in Section 15 of the Offer to
      Purchase and the information contained in Section 15 of the Offer to
      Purchase is incorporated herein by reference.

      The information set forth in the Introduction of the Offer to Purchase and
incorporated by reference into Item 10(f) of the Statement is hereby
supplemented by adding the following at the end of the second paragraph of the
Introduction:

            The value of the Stock Merger Consideration to be received in the
            event the Forward Merger is effected will depend upon the market
            value of Parent Common Stock at the Effective Time. As a result, if
            the Forward Merger is effected, the value of the Stock Merger
            Consideration could be more or less than the value of the Offer
            Price and the Cash Merger Consideration.

      Subclause (i) of the fifth paragraph of Section 1 entitled "Terms of the
Offer" of the Offer to Purchase and incorporated by reference into Item 10(f) of
the Statement is hereby amended in its entirety as follows:







            (i) delay acceptance for payment of, or payment for, any Shares,
            regardless of whether the Shares were theretofore accepted for
            payment, or to terminate the Offer and not accept for payment or pay
            for any Shares not theretofore accepted for payment or paid for,
            upon the occurrence of any of the conditions specified in Section 14
            below prior to the Expiration Date or, in the case of the conditions
            set forth in Clauses (A) and (B) of Section 14, prior to the
            acceptance for payment, by giving oral or written notice of such
            delay in payment or termination to the Depositary, and

      Subclause (ii) of the first paragraph of Section 2 entitled "Acceptance 
for Payment and Payment for Shares" of the Offer to Purchase and incorporated 
by reference into Item 10(f) of the Statement is hereby amended in its entirety
as follows:

            (ii) the satisfaction or waiver of the conditions to the Offer set
            forth in Clauses (A) and (B) of Section 14.

      Sublcause (3) of the first paragraph of Section 14 entitled "Certain
Conditions of the Offer" of the Offer to Purchase and incorporated by reference
into Item 10(f) of the Statement is hereby amended in its entirety as follows:

            (3) at any time before the Expiration Date or, in the case of
            Clauses (A) and (B) of Section 14 below, before acceptance for
            payment of, or payment for, Shares, any of the following events
            shall occur or be deemed to have occured:

ITEM 11.    MATERIAL TO BE FILED AS EXHIBITS

(a)(1)      Offer to Purchase, dated November 7, 1996*

(a)(2)      Letter of Transmittal*

(a)(3)      Notice of Guaranteed Delivery*

(a)(4)      Letter to Brokers, Dealers, Commercial Banks, Trust
            Companies and Other Nominees.*

(a)(5)      Letter to Clients for use by Brokers, Dealers,
            Commercial Banks, Trust Companies and Other Nominees.*
- --------
*Previously Filed



                                     2





(a)(6)      Guidelines for Certification of Taxpayer Identification
            Number on Substitute Form W-9.*

(a)(7)      Form of Summary Advertisement, dated November 7, 1996.*

(a)(8)      Text of Press Release, dated November 3, 1996, issued
            by Parent.*

(a)(9)      Text of Press Release, dated November 22, 1996, issued
            by Parent.*

(b)(1)      Commitment Letter from Credit Suisse, dated October 31,
            1996.*

(c)(1)      Amended and Restated Agreement and Plan of Merger,
            dated as of November 2, 1996, among Parent, Purchaser
            and the Company.*

(c)(2)      Amended and Restated Stock Option Agreement, dated as
            of November 2, 1996, by and between the Company and
            Parent.*

(c)(3)      Amendment No. 1, dated as of November 2, 1996, to the
            Employment Agreement dated as of February 4, 1996, by
            and between the Company and Francis A. Newman.*

(d)         None.

(e)         Not applicable.

(f)         None.

(g)(1)      Complaint filed in Ziff v. Eckerd Corporation and J.C.
            Penney Company, Inc. in the Court of Chancery of the
            State of Delaware in and for New Castle County on
            November 4, 1996.*

(g)(2)      Complaint filed in Morse v. Eckerd Corporation and J.C.
            Penney Company, Inc. in the Court of Chancery of the
            State of Delaware in and for New Castle County on
            November 4, 1996.*

(g)(3)      Complaint filed in Lubin v. Eckerd Corporation and J.C.
            Penney Company, Inc. in the Court of Chancery of the

- --------
            *Previously Filed



                                     3






            State of Delaware in and for New Castle County on
            November 4, 1996.*

(g)(4)      Complaint filed in DeFreitas v. Eckerd Corporation and
            J.C. Penney Company, Inc. in the Court of Chancery of
            the State of Delaware in and for New Castle County on
            November 8, 1996.

(g)(5)      Complaint filed in McCall v. Eckerd Corporation in the
            Court of Chancery of the State of Delaware in and for
            New Castle County on November 8, 1996.



                                     4





                                  SIGNATURES

      After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: November 27, 1996


                             J.C. PENNEY COMPANY, INC.

                             By: /s/ Charles R. Lotter
                                 -------------------------
                                 Name:     Charles R. Lotter
                                 Title:    Executive Vice President,
                                           Secretary and General
                                           Counsel


                             OMEGA ACQUISITION CORPORATION


                             By: /s/ Donald A. McKay
                                 --------------------------
                                 Name:     Donald A. McKay
                                 Title:    President






                                     5





                                 EXHIBIT INDEX


Exhibit                             Description                        Page

(a)(1)      Offer to Purchase, dated November 7, 1996.................  *

(a)(2)      Letter of Transmittal.....................................  *

(a)(3)      Notice of Guaranteed Delivery.............................  *

(a)(4)      Letter to Brokers, Dealers, Commercial Banks,
            Trust Companies and Other Nominees........................  *

(a)(5)      Letter to Clients for use by Brokers, Dealers,
            Commercial Banks, Trust Companies and Other
            Nominees..................................................  *

(a)(6)      Guidelines for Certification of Taxpayer
            Identification Number on Substitute Form W-9..............  *

(a)(7)      Form of Summary Advertisement, dated November 7,
            1996......................................................  *

(a)(8)      Text of Press Release, dated November 3, 1996,
            issued by Parent..........................................  *

(a)(9)      Text of Press Release, dated November 22, 1996,
            issued by Parent..........................................  *

(b)(1)      Commitment Letter from Credit Suisse, dated
            October 31, 1996..........................................  *

(c)(1)      Amended and Restated Agreement and Plan of
            Merger, dated as of November 2, 1996, among
            Parent, Purchaser and the Company.........................  *

(c)(2)      Amended and Restated Stock Option Agreement,
            dated as of November 2, 1996, by and between the
            Company and Parent........................................  *

(c)(3)      Amendment No. 1, dated as of November 2, 1996,
            to the Employment Agreement dated as of February
            4, 1996, by and between the Company and Francis
            A. Newman.................................................  *

(d)         None......................................................

(e)         Not applicable............................................

(f)         None......................................................




                                     6





(g)(1)      Complaint filed in Ziff v. Eckerd Corporation
            and J.C. Penney Company, Inc. in the Court of
            Chancery of the State of Delaware in and for New
            Castle County on November 4, 1996.........................  *

(g)(2)      Complaint filed in Morse v. Eckerd Corporation
            and J.C. Penney Company, Inc. in the Court of
            Chancery of the State of Delaware in and for New
            Castle County on November 4, 1996.........................  *

(g)(3)      Complaint filed in Lubin v. Eckerd Corporation
            and J.C. Penney Company, Inc. in the Court of
            Chancery of the State of Delaware in and for New
            Castle County on November 4, 1996.........................  *

(g)(4)      Complaint filed in DeFreitas v. Eckerd
            Corporation and J.C. Penney Company, Inc. in the
            Court of Chancery of the State of Delaware in
            and for New Castle County on November 8, 1996.

(g)(5)      Complaint filed in McCall v. Eckerd Corporation
            in the Court of Chancery of the State of
            Delaware in and for New Castle County on
            November 8, 1996.





                                     7

EX-99.(G)(4)

                                                                  Exhibit (g)(4)

                IN THE COURT CHANCERY OF THE STATE OF DELAWARE
                          IN AND FOR NEW CASTLE COUNTY



- ----------------------------------------------------------------------------x
JENNIFER DeFREITAS,                         )
                                            )
                        Plaintiff,          )
                                            )         C.A. No. 15322 NC
            - against -                     )
                                            )         CLASS ACTION
FRANCIS A. NEWMAN, STEWART TURLEY,          )         COMPLAINT
                                                      ---------
J. T. DOLUISIO, D. F. DUNN,                 )
A. J. FITZGIBBONS, III, L. W. LEHR,         )
A. P. MICHAS, J. W. BOYLE,                  )
R. S. SIDHU, MARGARET H. JORDAN,            )
ECKERD CORPORATION and J. C.                )
PENNEY COMPANY, INC.,                       )
                                            )
                        Defendants.         )
                                            )
- ----------------------------------------------------------------------------x


            Plaintiff, by her attorneys, alleges upon personal knowledge as to
her own acts and upon information and belief as to all other matters, as
follows:
                              NATURE OF THE ACTION

              1. Plaintiff brings this action individually and as a
class action on behalf of all persons, other than defendants, who own the
securities of Eckerd Corporation ("Eckerd" or the "Company") and who are
similarly situated, for injunctive relief and other appropriate relief.
Plaintiff seeks injunctive relief, inter alia, to enjoin consummation of a
proposed transaction (the



    



"Proposed Transaction") announced by the Company and J. C. Penney Company, Inc.
("Penney") on November 4, 1996, pursuant to which Penney will tender $35.00 cash
per share for 50.1% of Eckerd's common stock and 0.6604 of a share in Penney's
stock for each remaining share of Eckerd not purchased in the tender offer. The
Proposed Transaction and the acts of the individual defendants, who constitute
Eckerd's Board of Directors, as more particularly alleged herein, constitute a
breach of their fiduciary duties to plaintiff and the class and a violation of
applicable legal standards governing their decisions.

            2. The Proposed Transaction represents a classic front-end loaded,
two-tier coercive takeover designed to stampede Eckerd's shareholders into
tendering their shares to Penney, thereby inhibiting competing bids for Eckerd
which would maximize value for Eckerd's shareholders.

            3. The director defendants' approval of the Proposed Transaction has
been given in breach of their fiduciary duties owed to Eckerd's stockholders to
take all necessary steps to ensure that the stockholders will receive the
maximum value realizable for their shares in any acquisition of the Company,
including the implementation of a bidding mechanism to foster a fair auction of
the Company to the highest bidder or the exploration of strategic alternatives
which will return greater or equivalent value to plaintiff and the class.







                                     PARTIES

            4.    Plaintiff is and has been the owner of shares of
Eckerd common stock at all times material hereto.

            5. Defendant Eckerd is a corporation duly organized and existing
under the laws of the State of Delaware, with its principal offices located at
8333 Bryan Dairy Road, Largo, Florida 34647. As of June 1, 1996, the Company had
approximately 70 million shares of common stock outstanding. Eckerd's principal
business is the operation of a chain of 1,704 retail drug stores in 13 states.

            6.    Defendant Francis A. Newman ("Newman"), at all
times material hereto, has been the Chief Executive Officer,
President, and a director of Eckerd.

            7.    Defendant Stewart Turley ("Turley"), at all times
material hereto, has been the Chairman of the Board of Eckerd.

            8.    Defendants J. T. Doluisio, D. F. Dunn, A. J.
Fitzgibbons, III, L. W. Lehr, A. P. Michas, J. W. Boyle, R. S.
Sidhu and Margaret H. Jordan are directors of Eckerd.

            9.    The defendants named in paragraphs 6 through 8
above are hereinafter referred to as the "Individual Defendants".

            10. The Individual Defendants, by reason of their corporate
directorships and/or executive positions, are fiduciaries to and for the
Company's shareholders and owe them the highest obligations of loyalty, care and
candor.






                            CLASS ACTION ALLEGATIONS
 
            11. Plaintiff brings this action individually and as a
class action, on behalf of all stockholders of the Company (except the
defendants herein and any person, firm, trust, corporation, or other entity
related to or affiliated with any of the defendants) and their successors in
interest, who are or will be threatened with injury arising from defendants'
actions as more fully described herein (the "Class").

            12.   This action is properly maintainable as a class
action because:

                  (a) The Class is so numerous that joinder of all members is
impracticable. There are hundreds of shareholders who hold the approximately 70
million shares of Eckerd common stock outstanding.

                  (b) There are questions of law and fact common to the Class 
including, inter alia, the following:

                        (1) whether the Proposed Transaction is grossly unfair
to the public stockholders of Eckerd;

                        (2) whether the Individual Defendants have wrongfully
failed to maximize shareholder value through an adequate auction or market check
process;

                        (3) whether the Individual Defendants wrongfully failed
to maximize shareholder value by failing to consider fully and carefully other
third-party offers; and






                        (4) whether plaintiff and the other members of the Class
would be irreparably damaged were the Proposed Transaction consummated.

            (c) Plaintiff is a member of the Class and is committed to
prosecuting this action. Plaintiff has retained competent counsel experienced in
litigation of this nature. The claims of plaintiff are typical of the claims of
other members of the Class, and plaintiff has the same interests as the other
members of the Class. Plaintiff does not have interests antagonistic to or in
conflict with those she seeks to represent. Plaintiff is an adequate
representative of the Class.

                             SUBSTANTIVE ALLEGATIONS

            13. On November 4, 1996, The New York Times reported
that Eckerd and Penney had signed a definitive agreement whereby Penney would
acquire all the outstanding shares of Eckerd.

            14. Pursuant to the Proposed Transaction, stockholders of Eckerd
will receive $35.00 per share in cash for approximately 37.1 million shares of
Eckerd or 50.1 percent of the outstanding stock. Eckerd shareholders will
receive 0.6604 of a share of Penney's stock for each remaining share of Eckerd
stock not purchased in the tender offer. Eckerd also will repurchase up to 15
million of its shares prior to the stock swap.





            15. Prior to signing the definitive agreement with Penney, Eckerd
had been courted by Melville Corporation's CVS drug store chain ("CVS") for a
possible business combination. The Individual Defendants failed to even
negotiate with CVS because such a transaction would not permit Eckerd's
management to remain in place and operate as a separate division.

            16. The Individual Defendants, in their haste to protect their
positions, have wrongfully, and in violation of their fiduciary obligations to
maximize stockholder value, failed to ascertain Eckerd's true value through an
open bidding process or at least a "market check" mechanism. The Individual
Defendants have not adequately considered other potential purchasers of Eckerd,
including CVS, in a manner designed to obtain the highest possible price for
Eckerd's public stockholders.

            17. The consideration to be paid to Eckerd's shareholders in the
Proposed Transaction is grossly unfair, inadequate, and substantially below the
fair or inherent value of the Company. The intrinsic value of the equity of
Eckerd is materially greater than the merger consideration, taking into account
Eckerd's asset value, its expected growth, and the strength of its business,
combined with the Company's exceptional marketing clout in the domestic drug
store market. Moreover, the Individual Defendants have agreed to a transaction
which is







inherently coercive and unfair in structure, with no mechanisms to protect
Eckerd's public shareholders from declines in the price of Penney's stock which
they will receive in the "back-end" merger.

            18. The Proposed Transaction will deny Class members their right to
share proportionately in the true value of Eckerd's valuable assets, profitable
business, and future growth in profits and earnings.

            19. Penney has knowingly aided and abetted the breaches of fiduciary
duty committed by the Individual Defendants by, among other things, offering to
reward certain of them by maintaining and enhancing their lucrative positions in
the combined entity. Indeed, the Proposed Transaction could not take place
without the knowing participation of Penney.

            20. Unless enjoined by this Court, the Individual Defendants will
continue to breach their fiduciary duties owed to plaintiff and the Class, aided
and abetted by Penney, thereby denying the Class of its fair proportionate share
of Eckerd's valuable assets and businesses and subjecting the Class to a
coercive takeover of the Company, all to the irreparable harm of the Class.

            21.   Plaintiff and the Class have no adequate remedy of law.





            WHEREFORE, plaintiff prays for judgment and relief as follows:

                  (a)   declaring that this lawsuit is properly
maintainable as a class action and certifying plaintiff as proper
representative of the Class;

                  (b) preliminarily and permanently enjoining defendants and
their counsel, agents, employees, and all persons acting under, in concert with,
or for them, from proceeding with or consummating the Proposed Transaction;

                  (c)   requiring the Individual Defendants to take
all necessary steps to maximize value for Eckerd's shareholders;

                  (d)   in the event the Proposed Transaction is
consummated before judgment, rescinding it and setting it aside
or awarding the Class rescissory damages;

                  (e)   awarding compensatory damages to the Class;

                  (f)   awarding plaintiff and the Class their costs
and disbursements and reasonable allowances for plaintiff's
counsel and experts' fees and expenses; and






                  (g)   granting such other and further relief as may
be just and proper.


                                    ROSENTHAL, MONHAIT, GROSS
                                       & GODDESS, P.A.


                                       By________________________________
                                         Suite 1401, Mellon Bank Center
                                         919 Market Street
                                         Wilmington, Delaware  19899-1070

                                            (302) 656-4433
                                       Attorneys for Plaintiff


OF COUNSEL:

LAW OFFICES OF CURTIS V. TRINKO, LLP
310 Madison Avenue, 14th Floor
New York, New York  10017
(212) 490-9550

EX-99.(G)(5)

                                                                  Exhibit (g)(5)

                IN THE COURT CHANCERY OF THE STATE OF DELAWARE
                          IN AND FOR NEW CASTLE COUNTY

- ----------------------------------------------------------------------------x
BRUCE McCALL,                               )
                                            )
                        Plaintiff,          )
                                            )         C.A. No. 15317 NC
            - against -                     )
                                            )
ECKERD CORP., STEWART TURLEY,               )
FRANCIS A. NEWMAN, DR. JAMES T.             )
DOLUISIO, RUPINDER S. SIDHU,                )
ALBERT J. FITZGIBBONS, III,                 )
LEWIS W. LEHR, JOHN W. BOYLE,               )
DONALD F. DUNN, and                         )
MARGARET H. JORDAN,                         )
                                            )
                        Defendants.         )
                                            )
- -----------------------------------------------------------------------------x


                             CLASS ACTION COMPLAINT

            Plaintiff, by his attorneys, alleges upon information and belief,
except with respect to his ownership of common stock of Eckerd Corp. ("Eckerd"),
as follows:

            1. Plaintiff is the owner of shares of common stock of defendant
Eckerd.

            2. Eckerd, a Delaware corporation, is a retail drug store chain with
its executive offices at 8333 Bryan Dairy Road, Largo, Florida 33777. As of June
1, l996, Eckerd had






approximately 70 million shares of common stock outstanding held by
approximately 965 shareholders of record.

            3. Defendant Stewart Turley is Chairman of the Board of Directors of
Eckerd.

            4. Defendant Francis A. Newman is President and Chief Executive
Officer and a Director of Eckerd.

            5. Dr. James T. Doluisio, Rupinder S. Sidhu, Albert J. Fitzgibbons,
III, Lewis W. Lehr, John W. Boyle, Donald F. Dunn, and Margaret H. Jordan are
directors of Eckerd.

            6. The foregoing Directors of Eckerd (collectively, the "Director
Defendants"), owe fiduciary duties to Eckerd and its public shareholders.

                            CLASS ACTION ALLEGATIONS

            7. Plaintiff brings this action on his own behalf and as a class
action on behalf of all shareholders of defendant Eckerd (except defendants
herein and their affiliates) or their successors in interest, who have been or
will be adversely affected by the conduct of defendants alleged herein.

            8. This action is properly maintainable as a class action for the
following reasons:

                  (a) The class of shareholders for whose benefit this
action is brought is so numerous that joinder of all class members is
impracticable. As of June 1, 1996, there were






approximately 70 million shares of defendant Eckerd common stock outstanding
owned by over 900 shareholders scattered throughout the United States.

                  (b) There are questions of law and fact which are common to
members of the Class and which predominate over any questions affecting any
individual members. The common questions include, inter alia, the following:

                        i. Whether the Director Defendants have engaged in a
proper process to ensure maximization of shareholder value;

                        ii. Whether the Director Defendants have breached
fiduciary duties owed by them to plaintiff and members of the Class, and/or have
aided and abetted in such breaches;

                        iii. Whether the Director Defendants have failed to
conduct an adequate process to explore the viability and existence of
alternatives in the sale of Eckerd at the highest available price with an
appropriate premium;

                        iv. Whether the structure of J.C. Penney's acquisition
of control of Eckerd is wrongfully coercive;

                        v. Whether plaintiff and the other members of the Class
will be irreparably damaged by the conduct complained of herein; and

                        vi. Whether defendants have breached or aided and
abetted the breaches of the fiduciary and other common






law duties owed by them to plaintiff and the other members of the Class.

            9. Plaintiff is committed to prosecuting this action and has
retained competent counsel experienced in litigation of this nature. The claims
of plaintiff are typical of the claims of the other members of the Class and
plaintiff has the same interest as the other members of the Class. Accordingly,
plaintiff is an adequate representative of the Class and will fairly and
adequately protect the interests of the Class.

            10. Defendants have acted or refused to act on grounds generally
applicable to the Class, thereby making appropriate injunctive relief with
respect to the Class as a whole.

            11. The prosecution of separate actions by individual members of the
Class could create a risk of inconsistent or varying adjudications with respect
to individual members of the Class which would establish incompatible standards
of conduct for defendants or adjudications with respect to individual members of
the Class which would as a practical matter be dispositive of the interests of
the other members not parties to the adjudications.

            12. Plaintiff anticipates that there will not be any difficulty in
the management of this litigation.

            13. For the reasons stated herein, a class action is superior to
other available methods for the fair and efficient adjudication of this action.






                             SUBSTANTIVE ALLEGATIONS

              14. On November 4, 1996, it was announced that Eckerd
and J.C. Penney Co. ("J.C. Penney") had entered into a definitive agreement for
the sale of Eckerd to J.C. Penney pursuant to which J.C. Penney will acquire the
common stock of Eckerd in a first step cash tender offer at $35.00 per share for
37.1 million or 50.1% of Eckerd shares, and a second step merger with the
remaining Eckerd shares to be acquired in exchange for .6604 shares at J.C.
Penney stock for each share of Eckerd stock (the "Transaction"). The
Transaction, including the assumption of $760 million in Eckerd debt, has a
total value of approximately $3.3 billion.

            15. The second step of the Transaction apparently does not include a
collar even to protect the present inadequate value of the J.C. Penney stock
proposed to be exchanged. While the tender offer is at $35 in cash per Eckerd
share and based on the closing price of J.C. Penney stock on November 1, 1996,
the second step also had an implied value of approximately $35 per share, J.C.
Penney's stock fell on the announcement, closing at $51-1/8 per share on
November 4. Thus, the implied value of the second step based on the November 4,
1996 closing price was $33.76 per Eckerd share. Although on November 7, l996,
J.C. Penney stock closed at $53-l/8 per share, representing an implied value in
the second step of approximately $35 per Eckerd share,






there apparently is no price protection mechanism to insure the value of the
back end. To the extent the value of the J.C. Penney stock to be issued in the
second step is below the first step price, shareholders will be coerced into
tendering their shares at $35 per share in the first step, thus markedly
improving J.C. Penney's likelihood of consummating the Transaction.

            16. By agreeing to the Transaction, the Director Defendants failed
to take adequate steps to enhance Eckerd's value and/or attractiveness as a
merger/acquisition candidate or effectively expose Eckerd to the marketplace in
an effort to create an active and open auction for Eckerd. Instead, defendants
have agreed to a sale of Eckerd to J.C. Penney pursuant to the terms of a
two-tiered transaction which apparently has no price protection or "collar" to
protect the value of the second step consideration.

            17. While the Director Defendants should continue to seek out other
possible purchasers of the assets of Eckerd or its stock in a manner designed to
obtain the best transaction reasonably available for Eckerd's shareholders,
should renegotiate with J.C. Penney at least to change the terms of the
Transaction to all-cash or equivalent protected value on the back end, and/or
should seek to enhance the value of Eckerd for all its current shareholders,
they have instead wrongfully agreed to





allow J.C. Penney to obtain the valuable assets of Eckerd at an
inadequate price which disproportionately benefits J.C. Penney.

            18. These tactics pursued by the Defendants are, and will continue
to be, wrongful, unfair and harmful to Eckerd's public shareholders, and will
deny members of the Class of an appropriate premium in the sale of Eckerd and
the opportunity to share appropriately in the true value of Eckerd's assets,
future earnings and businesses.

            19. In contemplating, planning and/or effecting the foregoing,
Defendants are not acting in good faith toward plaintiff and the Class, and
Defendants have breached, and are breaching, their fiduciary duties to plaintiff
and the Class.

            20. Because the Director Defendants (and those acting in concert
with them) dominate and control the business and corporate affairs of Eckerd and
because they are in possession of private corporate information concerning
Eckerd's businesses and future prospects, there exists an imbalance and
disparity of knowledge and economic power between the defendants and the public
shareholders of Eckerd.

            21. By reason of the foregoing acts, practices and course of
conduct, the Director Defendants have failed to exercise loyalty, good faith and
due care toward Eckerd and its public shareholders.








            22.   As a result of the actions of the Defendants,
plaintiff and the Class have been and will be damaged.

            23. Unless enjoined by this Court, the Director Defendants will
continue to breach fiduciary duties owed to plaintiff and the Class, all to the
irreparable harm of the Class.

            24.   Plaintiff has no adequate remedy at law.

            WHEREFORE, plaintiff demands judgment as follows:

     A. Declaring that this action may be maintained as a class action;

     B. Declaring that the proposed Transaction is unfair, unjust and
inequitable to plaintiff and the other members of the Class;

     C. Enjoining preliminarily and permanently the defendants from taking any
steps necessary to accomplish or implement the proposed Transaction under its
present terms, pending a proper process to maximize shareholder value including
but not limited to renegotiation of the terms of any sale to J.C. Penney, and
enjoining any improper device or transaction which will impede maximization of
shareholder value;

     D. Requiring defendants to compensate plaintiff and the members of the
Class for all losses and damages suffered and to be suffered by them as a result
of the acts and transactions





complained of herein, together with prejudgment and post-judgment interest;

     E. Awarding plaintiff the costs and disbursements of this action, including
reasonable attorneys', accountants', and experts' fees; and






     F. Granting such other and further relief as may be just and proper.


Dated: November 8, 1996             CHIMICLES, JACOBSEN & TIKELLIS



                                    --------------------------------------------
                                    Pamela S. Tikellis
                                    James C. Strum
                                    Robert J. Kriner, Jr.
                                    One Rodney Square
                                    P.O. Box 1035
                                    Wilmington, DE  19899
                                    (302) 656-2500


OF COUNSEL:

WOLF, HALDENSTEIN, ADLER,
  FREEMAN & HERZ, LLP
Jeffrey G. Smith, Esquire
270 Madison Avenue
New York, New York  10016

LAW OFFICES OF CHARLES J. PIVEN
111 S. Calvert Street
Suite 2700
Baltimore, MD  212O2

GOODKIND LABATON RUDOFF & SUCHAROW, LLP
100 Park Avenue, 12th Floor
New York, New York  10017