-----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, TzXN80CG8ROiWbNSeJRNCdb5b3lFZuqRo1QoYlvenRSnSfL9J5xA+tStAqd6xiQM NR1x9QOxCOSG+hS0xy5fiA== 0000950172-95-000465.txt : 19951206 0000950172-95-000465.hdr.sgml : 19951206 ACCESSION NUMBER: 0000950172-95-000465 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951205 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REVCO D S INC CENTRAL INDEX KEY: 0000083496 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 341527876 STATE OF INCORPORATION: DE FISCAL YEAR END: 0602 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35287 FILM NUMBER: 95599263 BUSINESS ADDRESS: STREET 1: 1925 ENTERPRISE PKWY CITY: TWINSBURG STATE: OH ZIP: 44087 BUSINESS PHONE: 2164259811 MAIL ADDRESS: STREET 1: 1925 ENTERPRISE PKWY CITY: TWINSBURG STATE: OH ZIP: 44087 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REVCO D S INC CENTRAL INDEX KEY: 0000083496 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 341527876 STATE OF INCORPORATION: DE FISCAL YEAR END: 0602 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35287 FILM NUMBER: 95599264 BUSINESS ADDRESS: STREET 1: 1925 ENTERPRISE PKWY CITY: TWINSBURG STATE: OH ZIP: 44087 BUSINESS PHONE: 2164259811 MAIL ADDRESS: STREET 1: 1925 ENTERPRISE PKWY CITY: TWINSBURG STATE: OH ZIP: 44087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RITE AID CORP CENTRAL INDEX KEY: 0000084129 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 231614034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0304 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 30 HUNTER LANE CITY: CAMP HILL OWN STATE: PA ZIP: 17011 BUSINESS PHONE: 7177612633 MAIL ADDRESS: STREET 1: PO BOX 3165 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: LEHRMAN LOUIS & CO DATE OF NAME CHANGE: 19680510 FORMER COMPANY: FORMER CONFORMED NAME: RACK RITE DISTRIBUTORS DATE OF NAME CHANGE: 19680510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RITE AID CORP CENTRAL INDEX KEY: 0000084129 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 231614034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0304 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 30 HUNTER LANE CITY: CAMP HILL OWN STATE: PA ZIP: 17011 BUSINESS PHONE: 7177612633 MAIL ADDRESS: STREET 1: PO BOX 3165 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: LEHRMAN LOUIS & CO DATE OF NAME CHANGE: 19680510 FORMER COMPANY: FORMER CONFORMED NAME: RACK RITE DISTRIBUTORS DATE OF NAME CHANGE: 19680510 SC 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ SCHEDULE 14D-1 AMENDMENT NO. 1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D AMENDMENT NO. 1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 _____________ REVCO D.S., INC. (Name of Subject Company) _____________ RITE AID CORPORATION OCEAN ACQUISITION CORPORATION (Bidders) _____________ COMMON STOCK, PAR VALUE, $.01 PER SHARE (Title of Class of Securities) _____________ 761339 10 0 (CUSIP Number of Class of Securities) ______________ FRANKLIN C. BROWN, ESQ. EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL RITE AID CORPORATION 30 HUNTER LANE CAMP HILL, PENNSYLVANIA 17011 TELEPHONE: (717) 761-2633 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) With a Copy to: NANCY A. LIEBERMAN, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM 919 THIRD AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 735-3000 _______________ Ocean Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Rite Aid Corporation, a Delaware corporation ("Parent"), hereby amend and supplement their Statement on Schedule 14D-1 (the "Schedule 14D-1"), filed with the Securities Exchange Commission (the "Commission") on December 4, 1995, with respect to the Purchaser's offer to purchase 35,144,833 shares of common stock, par value $.01 per share (the "Shares"), of Revco D.S., Inc., a Delaware corporation (the "Company"), at a price of $27.50 per Share, net to the seller in cash, (such price, or such higher price per Share as may be paid in the Offer, the "Offer Price") upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). This Amendment No.1 to the Schedule 14D-1 also constitutes Amendment No.1 to the Statement on Schedule 13D of the Purchaser and Parent. The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-1. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(9) Text of Press Release, dated December 4, 1995, issued by Parent. (a)(10) Form of Memorandum and Direction Form Regarding 401(k) Savings Plan. 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 5, 1995 RITE AID CORPORATION By: /s/ Martin L. Grass ------------------------- Name: Martin L. Grass Title: Chairman of the Board and Chief Executive Officer OCEAN ACQUISITION CORPORATION By: /s/ Martin L. Grass ---------------------------- Name: Martin L. Grass Title: President EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION (a)(9) Text of Press Release, dated December 4, 1995, issued by Parent. (a)(10) Form of Memorandum and Direction Form Regarding 401(k) Savings Plan. EX-99 2 EXHIBIT (A)(9) - PRESS RELEASE CONTACTS: MEDIA: INVESTORS: SUZANNE MEAD FRANK BERGONZI VP Corporate Communications Executive VP and CFO (717) 975-5887 (717) 975-5750 JOELE FRANK Abernathy MacGregor Scanlon (212) 371-5999 FOR IMMEDIATE RELEASE RITE AID IS COMMENCING CASH TENDER OFFER FOR 50.1% OF REVCO _____________________________________ CAMP HILL, PA (December 4, 1995) -- Rite Aid Corporation (RAD: NYSE, PSE) today announced that its wholly owned subsidiary, Ocean Acquisition Corporation, is commencing its cash tender offer to purchase 35,144,833 shares of common stock of Revco D.S., Inc. (RXR: NYSE) or such other number of shares as equals 50.1% of the shares outstanding on a fully diluted basis as of the expiration of the offer, at a price of $27.50 per share in cash. The remainder of the outstanding Revco shares would be converted into Rite Aid stock in a second-step merger based on formulas set forth in the merger agreement and described in the tender offer materials. Under the formulas, the per share value of Rite Aid common stock which stockholders of Revco would receive in the second-step merger will be determined during a randomly selected 15-day pricing period during the 40 trading days ending five days before the meeting of stockholders of Revco to consider the merger. Stockholders of Revco would receive one share of Rite Aid common stock if the average market value of Rite Aid common stock during the pricing period is $27.50. If the average value of Rite Aid common stock is greater than $27.50 during the selected 15-day pricing period, stockholders of Revco will receive, for each Revco share, Rite Aid common stock having a value of $27.50 plus 50% of the increase in market value of Rite Aid common stock over $27.50, provided that in no event would Rite Aid issue less than 0.91666 shares of Rite Aid common stock for each Revco share in the merger. Similarly, if the average value of Rite Aid common stock during the pricing period is less than $27.50, stockholders of Revco will receive, fore each Revco share, Rite Aid common stock having a value of $27.50 less 50% of the decrease in the market value of Rite Aid common stock below $27.50, provided that in no event would Rite Aid issue more than 1.125 shares of Rite Aid common stock. If the average value of Rite Aid common stock during the pricing period is less than $27.50, Rite Aid would have the option of delivering, for each Revco share, one share of Rite Aid common stock plus cash in an amount equal to 50% of the decrease in market value of Rite Aid common stock below $27.50, provided that in no event would more than $2.75 per Revco share be paid in cash. The tender offer will expire at 12:00 midnight, New York City time, on Tuesday, January 2, 1996, unless the offer is extended. The tender offer is not conditioned on obtaining financing. The total value of the transaction is approximately $1.8 billion. The dealer manager for the tender offer is Donaldson, Lufkin & Jenrette Securities Corporation and the information agent is MacKenzie Partners, Inc. Rite Aid Corporation based in Camp Hill, Pennsylvania, is the nation's largest drugstore chain, with over 2,700 stores in 21 states and District of Columbia. Revco D.S., Inc., based in Twinsburg, Ohio, operates over 2,100 stores in 14 Midwestern, Southeastern and Eastern states and has annual sales of approximately $4.4 billion. General information about Rite Aid including corporate background and press releases is available, free of charge, through the company's News-On- Demand fax service at 800-916-7788. EX-99 3 EXHIBIT (A)(10) - 401K MEMO MEMORANDUM 401(K) SAVINGS PLAN Date: December 5, 1995 To: All Participants in the Revco D.S., Inc. 401(k) Savings Plan (the 'Plan') whose Accounts are Credited with Shares of Stock of Revco D.S., Inc. (the 'Company') Re: Tender Offer Information and Direction Form The Northern Trust Company serves as Trustee of the above referenced Plan in which you are a Participant. We are writing this letter to all Plan Participants who have shares of the Company's stock credited to their accounts in connection with the recently announced tender offer for shares of the Company's stock by Ocean Acquisition Corporation, a wholly owned subsidiary of Rite Aid Corporation (the `Offer'). In general, the Plan and related Trust Agreement provide that Plan Participants whose accounts are credited with shares of the Company's stock may direct the Trustee how to respond to tender or exchange offers. Therefore, enclosed for your review is the Information that is being sent to the Company's stockholders concerning the Offer. These materials include a sample letter of transmittal (on blue paper) for reference only. Please do not complete or return any part of the letter of transmittal. Also enclosed is a direction form, printed on beige paper, by which you may indicate how you wish to direct the Trustee to respond to the Offer with respect to the shares of the Company's stock credited to your account. Your direction form should be returned in the enclosed envelope. In order for the shares of the Company's stock credited to your account to be tendered in the Offer, your direction form must be received by the Trustee's tabulating agent no later than 5:00 p.m. New York City time on Friday, December 29, 1995. In the event the Offer is extended, the time to tender the shares of the Company's stock credited to your account will also be extended. All directions received from Participants will be kept strictly confidential. Please be aware that any Plan actions (such as investment election changes, loans, or withdrawals) taken by you prior to the tender deadline which reduce the number of Company shares credited to your account will also reduce the number of shares available for you to tender. If you currently own shares of the Company's stock outside the Plan, you should be receiving separate materials containing instructions on how to respond to the Offer as to those shares. The enclosed direction form may only be used to direct shares of the Company's stock credited to your account in the Plan. Sincerely, THE NORTHERN TRUST COMPANY AS TRUSTEE OF THE REVCO D.S., INC. 401(k) SAVINGS PLAN DIRECTION FORM To: The Northern Trust Company Box 1997 G.P.O. New York, N.Y. 10117-0024 Pursuant to the Revco D.S., Inc. 401(k) Savings Plan (the 'Plan') and related Trust Agreement, I hereby direct that you take the following action with respect to the shares of Revco D.S., Inc. stock credited to my account in the Plan, in connection with the tender offer by Ocean Acquisition Corporation, a wholly owned subsidiary of Rite Aid Corporation: / / Tender all of such shares. / / Tender ______________________ (insert number) of such shares only, and do not tender the remaining shares. / / Do not tender any such shares. I hereby acknowledge that I am a Participant in the Plan and that I have received a copy of the Offer to Purchase and related tender offer materials dated December 4, 1995. ----------------------------------------------------- ----------------------------------------------------- Date Signed YOUR DIRECTION FORM SHOULD BE RETURNED IN THE ENCLOSED ENVELOPE. IT MUST BE RECEIVED NO LATER THAN 5:00 P.M. NEW YORK CITY TIME ON FRIDAY, DECEMBER 29,1995. -----END PRIVACY-ENHANCED MESSAGE-----