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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. 3)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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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 3, 1996
(Date of event which requires filing of this statement)
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TENDER OFFER
This Amendment No. 3 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
Subclause (i) of the fifth paragraph of Section 1 entitled "Terms
of the Offer" of the Offer to Purchase and incorporated by reference
into Item 10(f) of the Statement is hereby amended in its entirety as
follows:
(i) delay acceptance for payment of, or payment for, any
Shares, regardless of whether the Shares were theretofore
accepted for payment, or to terminate the Offer and not
accept for payment or pay for any Shares not theretofore
accepted for payment or paid for, upon the occurrence of any
of the conditions specified in Section 14 below prior to the
Expiration Date by giving oral or written notice of such
delay in payment or termination to the Depositary, and
The first sentence of the first paragraph of Section 2 entitled
"Acceptance for Payment and Payment for Shares" of the Offer to
Purchase and incorporated by reference into Item 10(f) of the
Statement is hereby amended in its entirety as follows:
Upon the terms and subject to the conditions of the Merger
Agreement and the Offer (including, if the Offer is extended
or amended, the terms and conditions of any such extension
or amendment), Purchaser will accept for payment and will
pay for the Minimum Number of Shares that are validly
tendered on or prior to the Expiration
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Date, and not properly withdrawn in accordance with Section
4 below, promptly after the Expiration Date.
Subclause (3) of the first paragraph of Section 14 entitled
"Certain Conditions of the Offer" of the Offer to Purchase and
incorporated by reference into Item 10(f) of the Statement is hereby
amended in its entirety as follows:
(3) at any time on or prior to the Expiration Date any of
the following events shall occur or be deemed to have
occurred:
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.*
(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.*
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* Previously Filed
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(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 3, 1996
J.C. PENNEY COMPANY, INC.
By: /s/ Charles R. Lotter
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Name: Charles R. Lotter
Title: Executive Vice President,
Secretary and General
Counsel
OMEGA ACQUISITION CORPORATION
By: /s/ Donald A. McKay
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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 . . . . . . . . . . . . . . . *
(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
NYFS07...:\57\67457\0466\1737\SCHN206R.04B
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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. *
NYFS07...:\57\67457\0466\1737\SCHN206R.04B
