-----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, K22Ic1ZVd324mj1hEzrDt2tsx3Qw+VctS6C/BKHMov4hxD+3eLLCZ3cNMNp6cG6o DfEPJkaGpkbjPZiqCh3laQ== 0000909518-96-000415.txt : 19961204 0000909518-96-000415.hdr.sgml : 19961204 ACCESSION NUMBER: 0000909518-96-000415 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961203 SROS: NYSE GROUP MEMBERS: OMEGA ACQUISITION CORPORATION GROUP MEMBERS: PENNEY J C CO INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECKERD CORP CENTRAL INDEX KEY: 0000031364 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 133302437 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03871 FILM NUMBER: 96675048 BUSINESS ADDRESS: STREET 1: 8333 BRYAN DAIRY ROAD CITY: LARGOO STATE: FL ZIP: 34647 BUSINESS PHONE: 8133996000 MAIL ADDRESS: STREET 1: JACK ECKERD CORPORATION STREET 2: P O BOX 4689 CITY: CLEARWATER STATE: FL ZIP: 34618 FORMER COMPANY: FORMER CONFORMED NAME: ECKERD DRUGS OF FLORIDA INC DATE OF NAME CHANGE: 19700112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECKERD CORP CENTRAL INDEX KEY: 0000031364 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 133302437 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03871 FILM NUMBER: 96675049 BUSINESS ADDRESS: STREET 1: 8333 BRYAN DAIRY ROAD CITY: LARGOO STATE: FL ZIP: 34647 BUSINESS PHONE: 8133996000 MAIL ADDRESS: STREET 1: JACK ECKERD CORPORATION STREET 2: P O BOX 4689 CITY: CLEARWATER STATE: FL ZIP: 34618 FORMER COMPANY: FORMER CONFORMED NAME: ECKERD DRUGS OF FLORIDA INC DATE OF NAME CHANGE: 19700112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENNEY J C CO INC CENTRAL INDEX KEY: 0000077182 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 135583779 STATE OF INCORPORATION: DE FISCAL YEAR END: 0126 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 6501 LEGACY DRIVE CITY: PLANO STATE: TX ZIP: 75024-3698 BUSINESS PHONE: 2144311000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENNEY J C CO INC CENTRAL INDEX KEY: 0000077182 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 135583779 STATE OF INCORPORATION: DE FISCAL YEAR END: 0126 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 6501 LEGACY DRIVE CITY: PLANO STATE: TX ZIP: 75024-3698 BUSINESS PHONE: 2144311000 SC 14D1/A 1 AMENDMENT NO 3 ================================================================================ 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. 3) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) ------------- 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 ------------- December 3, 1996 (Date of event which requires filing of this statement) ================================================================================ TENDER OFFER This Amendment No. 3 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 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 by giving oral or written notice of such delay in payment or termination to the Depositary, and The first sentence 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: Upon the terms and subject to the conditions of the Merger Agreement and the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and will pay for the Minimum Number of Shares that are validly tendered on or prior to the Expiration Date, and not properly withdrawn in accordance with Section 4 below, promptly after the Expiration Date. Subclause (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 on or prior to the Expiration Date any of the following events shall occur or be deemed to have occurred: 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.* (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.* - ------------------ * Previously Filed (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 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.* ________________ * Previously Filed 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: December 3, 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 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 . . . . . . . . . . . . . . . . . . . . . ------------------------- * Previously Filed NYFS07...:\57\67457\0466\1737\SCHN206R.04B (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. * NYFS07...:\57\67457\0466\1737\SCHN206R.04B -----END PRIVACY-ENHANCED MESSAGE-----