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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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ECKERD CORPORATION
(Name of Subject Company)
ECKERD CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
278763107
(CUSIP Number of Class of Securities)
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Eckerd Corporation
8333 Bryan Dairy Road
Largo, FL 33777
Attention: Robert E. Lewis, Esq.
Vice President/General Counsel
(813) 399-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of
the Person(s) Filing Statement)
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With a copy to
Clare O'Brien, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
(212) 848-4000
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 dated November 7, 1996
of Eckerd Corporation (the "Company"), with respect to the tender offer made by
Omega Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly
owned subsidiary of J.C. Penney Company, Inc., a Delaware corporation
("Parent"), to purchase 35,252,986 shares of common stock, $.01 par value per
share (the "Shares"), of 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, and in the related Letter of Transmittal and
any amendments or supplements thereto.
Item 4. The Solicitation or Recommendation
Item 4(b)(1) is hereby amended and supplemented as follows:
During a meeting on October 29, 1996, Company A proposed to acquire
the Company for a price of $33 per share, payable 50% in cash and 50% in stock
of Company A (which is publicly traded). The acquisition would be structured as
a cash tender offer followed by a back-end merger at a fixed exchange ratio.
The Board considered the proposal of Company A in light of the
proposal received from Parent. Following presentations by Merrill Lynch with
respect to both proposals, and after its discussions of both proposals, the
Board concluded that because, among other things, of the $2 per share price
differential, the Parent proposal unequivocally provided superior value to the
Stockholders.
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SIGNATURE
After reasonable 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.
ECKERD CORPORATION
By: /s/ Francis A. Newman
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Name: Francis A. Newman
Title: President and
Chief Executive Officer
Dated: December 3, 1996
