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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 2
(FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT
NO. 2
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") 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 (which, as amended from time
to time, together constitute the "Offer"). This Amendment No. 2 (Final
Amendment) to the Schedule 14D-1 also constitutes Amendment No. 2 to the
Statement on Schedule 13D (the "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, but they also amend items 4 and 5 of the
Schedule 13D.
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ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Items 6(a) and (6(b) are hereby amended and supplemented as follows:
The Offer terminated at 12:00 midnight, New York City time, on Wednesday,
September 18, 1996. The Parent issued a press release on September 19,
1996, in which it disclosed that 8,705,203 Shares (including 766,969 Shares
tendered pursuant to notices of guaranteed delivery), representing
approximately 98.67% of the outstanding Shares, were validly tendered and
accepted for payment. A copy of such press release is attached hereto as
Exhibit (a)(10) and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10)
Press Release issued by the Parent on September 19, 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.
Sears, Roebuck and Co.
/s/ Gary L. Crittenden
By __________________________________
Executive Vice President
Dated: September 19, 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 19, 1996
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EXHIBIT INDEX
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EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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(a)(10) Press Release issued by the Parent on September 19,
1996.
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FOR IMMEDIATE RELEASE
September 19, 1996
EXHIBIT(A)(10)
SEARS COMPLETES TENDER OFFER
FOR ORCHARD SUPPLY HARDWARE STORES
HOFFMAN ESTATES, ILL--Sears, Roebuck and Co. today announced that it has
successfully completed its $35.00 per share cash tender offer for the
outstanding common shares of Orchard Supply Hardware Stores Corporation.
Sears announced that preliminary figures indicate a total of approximately
8,705,203 shares, including 766,969 shares tendered by guaranteed delivery,
representing approximately 98.67 percent of the outstanding common shares,
were tendered and accepted for payment subject to the conditions set forth in
the offer. The offer and withdrawal rights expired at midnight, New York City
Time, on Wednesday, September 18, 1996.
The shares of Orchard not tendered will shortly be converted into the right
to receive $35.00 cash net per share pursuant to a short-form merger between a
Sears subsidiary and Orchard. 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.
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