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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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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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November 22, 1996
(Date of event which requires filing of this statement)
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TENDER OFFER
This Amendment No. 1 to the Tender Offer Statement on
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,
copies of which were attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 filed
with the Commission on November 7, 1996.
ITEM 10. ADDITIONAL INFORMATION
(a) The information contained in the Parent's Press Release issued on
November 22, 1996, a copy of which is filed as Exhibit (a)(9) 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.
(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
2
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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: November 22, 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
3
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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 . . . . . . . . . . . . . . . 6
(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 . . . . . . . *
_________________
* Previously Filed
4
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(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 . . . . . . . *
5
NYFS07...:\57\67457\0466\1737\SCHN206R.040
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Exhibit (a)(9)
JCPenney
FOR IMMEDIATE RELEASE
JCPENNEY ACQUISITION OF ECKERD
CORPORATION CLEARS ANTITRUST REVIEW
PLANO, TX, November 22 -- J. C. Penney Company, Inc. (NYSE:
JCP) is pleased to announce that the waiting period under the Hart-
Scott-Rodino Act with respect to JCPenney's acquisition of Eckerd
Corporation (NYSE: ECK) has expired and that it has been advised by
the Federal Trade Commission that it will not extend the waiting
period by requesting additional information relating to the
acquisition. JCPenney also announced that it has reached a
satisfactory agreement, subject to FTC approval, involving a
divestiture of some stores, details of which will be available upon
such approval.
JCPenney intends to proceed with its cash tender offer for
approximately 35.3 million Eckerd shares which is scheduled to expire
at 12:00 midnight (New York City time) on December 6, 1996. Subject
to the satisfaction of the other conditions to the tender offer,
JCPenney plans to accept for payment the approximately 35.3 million
Eckerd shares being sought in the tender offer.
Contact: Duncan Muir
(972) 431-1329
11/22/96
6
