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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
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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
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December 9, 1996
(Date of event which requires filing of this statement)
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TENDER OFFER
This Amendment No. 4 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
The information contained in the Parent's Press Release
issued on December 9, 1996, a copy of which is filed as Exhibit
(a)(10) to this Statement, is incorporated herein by reference.
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.*
____________
* Previously Filed
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(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.*
(a)(10) Text of Press Release, dated December 9, 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 State
of Delaware in and for New Castle County on November 4,
1996.*
_____________
* Previously Filed
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(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
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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 9, 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
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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 . . . . . . . . . . . . . . . *
(a)(10) Text of Press Release, dated December 9, 1996,
issued by Parent . . . . . . . . . . . . . . . 7
(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 . . . . . . . . . . . . . . . . . . . . .
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* Previously Filed
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(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 . . . . . . . . . . . . . . . *
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* Previously Filed
NYFS07...:\57\67457\1466\1737\SCHD096L.240
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Exhibit (a)(10)
JC Penney
FOR IMMEDIATE RELEASE
JCPENNEY COMPLETES TENDER
OFFER FOR ECKERD
PLANO, TX, December 9 -- J. C. Penney Company, Inc.
(JCP/NYSE) announced today that the cash tender offer by its
subsidiary, Omega Acquisition Corporation, for approximately
35.3 million shares of common stock of Eckerd Corporation (ECK/NYSE)
terminated at 12:00 Midnight, New York City time, on December 6, 1996.
As of the expiration of the tender offer, approximately 59.3 million
shares of common stock had been tendered, including 14,509,614 shares
tendered according to the guaranteed delivery provision in the Offer
to Purchase. JCPenney has accepted approximately 35.3 million shares
for payment or approximately 59.5 per cent of shares tendered. It is
anticipated that the final proration percentage will be announced and
payment for the shares will be made within the next seven business
days. As a result of the tender offer, JCPenney beneficially owns
approximately 50.1 per cent of the total number of outstanding shares
of Eckerd.
Under the merger agreement among JCPenney, Omega
Acquisition Corporation, and Eckerd, and subsequent to an Eckerd
stockholder vote, Eckerd will be merged into Omega Acquisition
Corporation. In the merger, Eckerd stockholders will receive 0.6604
of a share of JCPenney stock or, in certain circumstances, $35.00 in
cash, for each remaining Eckerd share not purchased in the tender
offer. The merger is expected to be completed during the first
quarter of 1997.
Contact: Duncan Muir
(972) 431-1329
12/9/96
