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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.5)*
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.5)
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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 18, 1996
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
*Constituting the Final Amendment to Schedule 14D-1
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CUSIP No. 2787 63 10 7 14D-1 Page 2 of 9
1 NAME OF REPORTING PERSONS: Omega Acquisition Corporation
S.S. OR IRS IDENTIFICATION 51-0378122
NO. OF ABOVE PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_]
GROUP: (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL N/A [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF State of Delaware
ORGANIZATION:
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 35,279,919
REPORTING PERSON
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [X]*
(7) EXCLUDES CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 50.1%
10 TYPE OF REPORTING PERSON CO
* As of November 2, 1996, Eckerd Corporation, a Delaware corporation
(the "Company") and J. C. Penney Company, Inc., a Delaware corporation
("Parent") and owner of all of the issued and outstanding stock of
Omega Acquisition Corporation, a Delaware corporation ("Purchaser")
entered into an Amended and Restated Stock Option Agreement (the
"Stock Option Agreement") pursuant to which the Company granted to the
Parent an irrevocable option (the "Stock Option") to purchase up top
10,554,786 shares of common stock, $.01 par value per share, of the
Company or such other number of shares of common stock of the Company
as equals 15% of the issued and outstanding shares of common stock of
the Company at the time of exercise of the Stock Option. The Stock
Option Agreement is described more fully in Section 12 of the Offer to
Purchase, dated November 7, 1996.
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CUSIP No. 2787 63 10 7 14D-1 Page 3 of 9
1 NAME OF REPORTING PERSONS: J.C. Penney Company, Inc.
S.S. OR IRS IDENTIFICATION NO. OF 13-5583779
ABOVE PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_]
GROUP: (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS N/A [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: State of Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 35,279,919
REPORTING PERSON
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [X]*
EXCLUDES CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 50.1%
10 TYPE OF REPORTING PERSON CO
* The footnote on page 2 is incorporated by reference herein.
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TENDER OFFER
This Amendment No. 5 to the statement on Schedule 14D-1 and
Schedule 13D (the "Statement"), which constitutes the Final Amendment to
Schedule 14D-1, 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.
On December 9, 1996, Parent announced that approximately 59.3
million Shares had been tendered, and accordingly that Purchaser had
successfully completed its tender offer and that the tender offer was
terminated at 12:00 Midnight, New York City Time, on December 6, 1996.
Parent announced on December 17, 1996 the proration results for the tender
offer by Purchaser, with 35,279,919 Shares being accepted for payment in
connection with the tender offer, representing approximately 60.7 per cent
of the Shares tendered. A copy of the Parent's Press Releases with respect
to the successful completion and termination of the tender offer and the
proration determination are filed as Exhibits a(10) and a(11) to this
Statement and are incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF SUBJECT COMPANY
Item 6 is hereby amended by adding the following paragraph:
The offer was terminated at 12:00 Midnight, New York City Time,
on December 6, 1996. As of December 17, 1996 Parent announced that
Purchaser had accepted for purchase 35,279,919 Shares pursuant to the
tender offer, representing 50.1% of the outstanding shares of the Company
as of that date. As of December 17, 1996 Parent, as the sole stockholder
of Purchaser, beneficially owned 35,279,919 Shares of the Company.
The information contained in the Parent's Press Release issued on
December 17, 1996 announcing the proration determination for the tender
offer, and the acceptance for payment of the Shares represented thereby by
the Purchaser, is filed as Exhibit (a)(11) to this Statement and 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.*
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* Previously Filed
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(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.*
(a)(11) Text of Press Release, dated December 17, 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.*
(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
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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 18, 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
NYFS07...:\57\67457\1466\1737\SCHD166T.120
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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 . . . . . . . . . . . . . . .
(a)(11) Text of Press Release, dated December 17, 1996,
issued by Parent . . . . . . . . . . . . . . 9
(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 . . . . . . .
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* Previously Filed
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(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
NYFS07...:\57\67457\1466\1737\SCHD166T.120
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Exhibit (a)(11)
JC Penney
FOR IMMEDIATE RELEASE
JCPENNEY ANNOUNCES FINAL PRORATION
FOR ECKERD TENDER OFFER
PLANO, TX, December 17 -- J. C. Penney Company, Inc.
(JCP/NYSE) announced today the final proration results for the cash
tender offer by its subsidiary, Omega Acquisition Corporation, for
shares of common stock of Eckerd Corporation (ECK/NYSE). 35,279,919
shares of Eckerd common stock were accepted in connection with the
tender offer, representing approximately 60.7 per cent of the shares
tendered.
Payment for the accepted shares is currently being made. As
a result of the tender offer, JCPenney beneficially owns 50.1 per cent
of the total number of outstanding shares of Eckerd. The tender offer
terminated at 12:00 midnight on December 6, 1996.
Contact: Duncan Muir
(972) 431-1329
12/17/96
NYFS07...:\57\67457\1466\1737\EXHD186N.000
