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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES
EXCHANGE ACT
OF 1934
ORCHARD SUPPLY HARDWARE STORES
CORPORATION
(NAME OF SUBJECT COMPANY)
SEARS, ROEBUCK AND CO.
GROVE ACQUISITION CORP.
(BIDDER)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
685691107
(CUSIP NUMBER OF CLASS OF SECURITIES)
MICHAEL D. LEVIN, ESQ.
SEARS, ROEBUCK AND CO.
3333 BEVERLY ROAD
HOFFMAN ESTATES, ILLINOIS 60179
TELEPHONE: (847) 286-2500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZEDTO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
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COPY TO:
MARC D. BASSEWITZ, ESQ.
LATHAM & WATKINS
SEARS TOWER, SUITE 5800
233 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606-6401
TELEPHONE: (312) 876-7700
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Sears, Roebuck and Co. (the "Parent") and Grove Acquisition Corp. (the
"Offeror") hereby amend and supplement their Statement on Schedule 14D-1 (the
"Schedule 14D-1"), filed with the Securities Exchange Commission on August 21,
1996, with respect to the offer to purchase all of the shares of Common Stock,
par value $.01 per share (the "Shares"), of Orchard Supply Hardware Stores
Corporation (the "Company") at a price of $35.00 per Share upon the terms and
subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal. This Amendment No. 1 to the Schedule 14D-1 also
constitutes the Amendment No. 1 to the Statement on Schedule 13D of the Parent
and the Offeror. The item numbers and responses thereto below are in
accordance with the requirements of Schedule 14D-1.
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ITEM 10. ADDITIONAL INFORMATION.
(f) On September 9, 1996, Parent issued a press release which announced
that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act has expired with respect to the Merger Agreement
dated as of August 14, 1996 among the Parent, the Company and the
Offeror.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9)
Press Release issued by the Parent and the Company on September 9,
1996.
2
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF THE UNDERSIGNED'S KNOWLEDGE AND BELIEF,
THE UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS
TRUE, CORRECT AND COMPLETE.
Sears, Roebuck and Co.
/s/ Gary L. Crittenden
By __________________________________
Executive Vice President
Dated: September 10, 1996
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF THE UNDERSIGNED'S KNOWLEDGE AND BELIEF,
THE UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS
TRUE, CORRECT AND COMPLETE.
Grove Acquisition Corp.
/s/ Gary L. Crittenden
By __________________________________
Executive Vice Presidentand
Treasurer
Dated: September 10, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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<C> <S> <C>
(a)(9) Press Release issued by the Parent and the Company on
September 9, 1996.
</TABLE>
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EXHIBIT (A)(9)
FOR IMMEDIATE RELEASE SEPTEMBER 9, 1996
WAITING PERIOD OVER FOR SEARS ACQUISITION
OF ORCHARD SUPPLY HARDWARE STORES
HOFFMAN ESTATES, ILL. AND SAN JOSE, CALIF.--Sears, Roebuck and Co. and
Orchard Supply Hardware Stores Corporation jointly announced today that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has
expired with respect to the Merger Agreement dated as of August 14, 1996 among
Sears, Orchard, and Grove Acquisition Corp., a subsidiary of Sears.
Approximately 1,055,198 shares of common stock of Orchard have been tendered
as of September 6, 1996, pursuant to Sears previously-announced tender offer
for all outstanding shares of Orchard common stock.
Orchard Supply Hardware Stores Corporation [NYSE: ORH], through its 61
hardware superstores in California, specializes in serving the needs of the
"fix-it" homeowner focused on repair and maintenance projects.
Sears, Roebuck and Co. [NYSE: S] owns and operates more than 2,300
department and specialty stores in the U.S., including HomeLife furniture,
Sears Hardware, and automotive parts and tire outlets.
