-----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, Bz/GOhYxpJIyEobSvQ6WyJJJGrRL1h/QFtoKrnr3mdHwlY9rB38hVnhW22vZ2UpX ImVXGrjneMdizuazAY/BRw== 0000950172-96-000188.txt : 19960425 0000950172-96-000188.hdr.sgml : 19960425 ACCESSION NUMBER: 0000950172-96-000188 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960424 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: 96550244 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: 96550245 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 FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ SCHEDULE 14D-1 FINAL AMENDMENT TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D FINAL AMENDMENT 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"), and 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 Final Amendment to the Schedule 14D-1 also constitutes the Final Amendment 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 10. ADDITIONAL INFORMATION. (f) On April 24, 1996, Parent issued a press release which announced, among other things, that Parent and the Purchaser have terminated the Offer. A copy of the press release is filed herewith as Exhibit (a)(25) and is incorporated herein by reference. Accordingly, the Merger Agreement will be terminated. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(25) Text of Press Release, dated April 24, 1996, issued by Parent. 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: April 24, 1996 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)(25) Text of Press Release, dated April 24, 1996, issued by Parent. EX-99 2 EXHIBIT (A)(25) - PRESS RELEASE (RITE AID CORPORATION - LOGO) CONTACTS: MEDIA: SUZANNE MEAD VP Corporate Communications (717) 975-5887 INVESTORS: FRANK BERGONZI Executive VP and CFO (717) 975-5750 FOR IMMEDIATE RELEASE RITE AID CORPORATION WITHDRAWS TENDER OFFER FOR REVCO D.S., INC. CAMP HILL, PA, APRIL 24, 1996 -- Rite Aid Corporation (RAD: NYSE, PSE) announced today that it has withdrawn its tender offer for Revco D.S., Inc. The following is a statement from Rite Aid Chairman and Chief Executive Officer Martin Grass: "It is apparent to us that the Federal Trade Commission (FTC) has never been interested in reviewing the facts surrounding our intended merger with Revco in an impartial manner. Despite the facts presented that proved this transaction would be pro-consumer, the FTC kept changing the rules of the negotiation. "When Rite Aid made an offer which totally responded to all of the Staff's demands, the bar was raised in such a way as to make it impossible for us to clear it. When state negotiations were progressing, the FTC interfered to dissuade certain states from settling before the federal government. "It is ironic that the Clinton administration, which had pushed hard early in its administration for competition in the drug provider channel, has now bowed to the potential interests of some of the large prescription drug manufacturers. Any careful analysis of this acquisition, compared to all previous drugstore acquisitions, would have led to the conclusion that Rite Aid would have to divest 50 stores, not the 340 stores Rite Aid offered to sell in its most recent proposal to the FTC on Monday. "Rite Aid previously had gained approval from the United States Department of Justice to acquire Revco in 1991. At that time, Revco had positive cash flow and was emerging from bankruptcy and was viewed as a profitable company. "In addition, last year, the issue of undue influence on pharmacy benefit managers (PBMs) was carefully reviewed by the FTC in the acquisition of Brooks Drug in Maine by Rite Aid. Rite Aid was given a green light on the statewide PBM Issue. The situation in Maine was a mirror image of the proposed Revco transaction. Interestingly, arguments that were successfully used by the top FTC lawyer when he represented a competitor of Rite Aid two years ago in private practice, before joining the Commission, were entirely disregarded. Curiously, he did not recuse himself from this case as his superior did who had previously worked for Rite Aid. "Drugstore consolidations like the proposed Rite Aid/Revco combination are fraught with peril for any drugstore retailer that desires to grow via acquisition. This is especially true if the planned purchase includes the combination of any two drugstore chains operating in the same state. In our opinion, the future for drugstore acquisitions by chains is very uncertain. This case has introduced unheard of concepts in the application of anti-trust law. In addition, in the eyes of the FTC, the more than 25,000 independent drugstores competing every day in the United States are a non-entity in the retail distribution of pharmaceuticals. This viewpoint can only lead to a gloomy future for these retailers when matters concerning them are reviewed by the FTC. "In the middle of the negotiations, the FTC issued a press release admonishing Rite Aid for not having divested two stores obtained in Maine from the Brooks Drug acquisition. It is interesting to note that the Maine Attorney General did not require these stores to be sold because his knowledge of the market led him to believe there were no competitive problems with that proposed merger. Interestingly, the FTC's hand-picked trustee has been trying to sell these stores for the last three months to no avail. "Unfortunately, because of the April 29 expiration date of the contract, Rite Aid has determined it was not feasible to litigate this matter with the FTC. In the future, it is our intention to aggressively challenge the flawed FTC concepts in a court of law." Rite Aid Corporation, based in Camp Hill, Pennsylvania, is the nation's largest drugstore chain, with over 2,700 stores in 21 states and the District of Columbia. 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. -----END PRIVACY-ENHANCED MESSAGE-----