<PAGE>
As filed with the Securities and Exchange Commission on June 6, 1995
Registration Statement No. 33-___
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________________________
LONGS DRUG STORES CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 68-0048627
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
141 North Civic Drive, Walnut Creek, California 94596
(Address of Principal Executive Offices) (Zip Code)
Longs Drug Stores Corporation
Deferred Compensation Plan of 1995
(Full title of the plan)
Orlo D. Jones, Senior Vice President and Secretary
Longs Drug Stores Corporation
141 North Civic Drive
Walnut Creek, California 94596
510-937-1170
(Name and address, including zip code, and
telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Title of Securities Amount to be Maximum Aggregate Amount of
to be Registered Registered Offering Price Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations $10,000,000 100% $10,000,000 $3,449
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of computing the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference: (a) the
Issuer's Annual Report on Form 10-K for the fiscal year ended January 26, 1995,
and (b) the description of the Issuer's Common Stock contained in the Company's
Registration Statement on Form 8-A dated August 21, 1986, File No. 1-8978.
All documents subsequently filed by the Issuer pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the Longs Drug Stores Corporation Deferred Compensation Plan of
1995 (the "Plan"), the Company will provide eligible employees the opportunity
to defer a specified percentage of their cash compensation. The obligations of
the Company ultimately to pay such deferred amounts in accordance with the Plan
(the "Obligations") will be unsecured general obligations of the Company and
will rank pari passu with other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding. The Company is a holding company, and
its right to participate in any distribution of the assets of any subsidiary
upon its liquidation or reorganization or otherwise is subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized. Consequently,
the rights of participants in the Plan are subject to the prior claims of
creditors of the Company's subsidiary.
The amount of compensation to be deferred by each participating
employee will be determined in accordance with the Plan based on elections by
the employee. Each Obligation will be payable on a date selected by the
employee participant in accordance with the terms of the Plan. The Obligations
will be indexed to one or more investment media individually chosen by each
employee participant from a list specified pursuant to the Plan.
-1-
<PAGE>
Each employee participant's Obligation will be adjusted to reflect the
investment experience of the selected media, including any appreciation or
depreciation. The Obligations will be denominated and be payable in United
States dollars.
An employee participant's right or the right of any other person to
the Obligations cannot be transferred, pledged, or encumbered except by a
written designation of a beneficiary under the Plan.
The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participating employees,
at the option of the Company or through operation of a mandatory or optional
sinking fund of analogous provision. However, the Company reserves the right to
amend or terminate the Plan at any time, except that no such amendment or
termination shall reduce retroactively the right of an employee participant to
the balance of his or her deferred account as of the date of such amendment or
termination.
The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company. No trustee
has been appointed having the authority to take action with respect to the
Obligations and each employee participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth, Section 9 of the Registrant's Amended Articles of
Incorporation provides for indemnification of directors and officers of the
Registrant as follows:
The Corporation shall indemnify (a) its directors to the full
extent provided by the general laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the
procedures provided by such laws; (b) its officers to the same extent
it shall indemnify its directors; and (c) its officers who are not
directors to such further extent as shall be authorized by the Board
of Directors and be consistent with law. The foregoing
-2-
<PAGE>
shall not limit the authority of the Corporation to indemnify other
employees and agents consistent with law.
Article Tenth, Section 11 of the Registrant's Amended Articles of
Incorporation further provides:
To the fullest extent permitted by Maryland statutory of
decisional law, as amended or interpreted, no director or officer of
this Corporation shall be personally liable to the Corporation or its
stockholders for money damages. No amendment of the Charter of the
Corporation or repeal of any of its provisions shall limit or
eliminate the benefits provided to directors and officers under this
provision with respect to any act or omission which occurred prior to
such amendment or repeal.
Section 2-418 of the Maryland General Corporation Law provides as
follows:
(a) In this section the following words have the meanings
indicated.
(1) "Director" means any person who is or was a director of
a corporation and any person who, while a director of a
corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan.
(2) "Corporation" includes any domestic or foreign
predecessor entity of a corporation in a merger, consolidation,
or other transaction in which the predecessor's existence ceased
upon consummation of the transaction.
(3) "Expenses" include attorney's fees.
(4) "Official capacity" means the following:
(i) When used with respect to a director, the office
of director in the corporation; and
(ii) When used with respect to a person other than a
director as contemplated in
-3-
<PAGE>
subsection (j), the elective or appointive office in the
corporation held by the officer, or the employment or agency
relationship undertaken by the employee or agent in behalf of the
corporation.
(iii) "Official capacity" does not include service
for any other foreign or domestic corporation or any
partnership, joint venture, trust, other enterprise, or
employee benefit plan.
(5) "Party" includes a person who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative, or investigative.
(b) (1) A corporation may indemnify any director made a party
to any proceeding by reason of service in that capacity unless it is
established that:
(i) The act or omission of the director was material
to the matter giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate
dishonesty; or
(ii) The director actually received an improper
personal benefit in money, property, or services; or
(iii) In the case of any criminal proceeding, the
director had reasonable cause to believe that the act or
omission was unlawful.
(2) (i) Indemnification may be against judgments,
penalties, fines, settlements, and reasonable expenses actually
incurred by the director in connection with the proceeding.
-4-
<PAGE>
(ii) However, if the proceeding was one by or in the
right of the corporation, indemnification may not be made in
respect of any proceeding in which the director shall have
been adjudged to be liable to the corporation.
(3) (i) The termination of any proceeding by judgment,
order, or settlement does not create a presumption that the
director did not meet the requisite standard of conduct set forth
in this subsection.
(ii) However, if the proceeding was one by or in the
right of the corporation, indemnification may not be made in
respect of any proceeding in which the director shall have
been adjudged to be liable to the corporation.
(iii) The termination of any proceeding by
conviction, a plea of nolo contendere or its equivalent, or
any entry of an order of probation prior to judgment,
creates a rebuttable presumption that the director did not
meet that standard of conduct.
(c) A director may not be indemnified under subsection (b) of
this section in respect of any proceeding charging improper personal
benefit to the director, whether or not involving action in the
director's official capacity, in which the director was adjudged to be
liable on the basis that personal benefit was improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on the merits or
otherwise, in the defense of any proceeding referred to in
subsection (b) of this section shall be indemnified against
reasonable expenses incurred by the director in connection with
the proceeding.
(2) A court of appropriate jurisdiction, upon application
of a director and such notice as the court shall require, may
order indemnification in the following circumstances:
-5-
<PAGE>
(i) If it determines a director is entitled to
reimbursement under paragraph (1) of this subsection, the
court shall order indemnification, in which case the
director shall be entitled to recover the expenses of
securing such reimbursement; or
(ii) If it determines that the director is fairly and
reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not the director has met
the standards of conduct set forth in subsection (b) of this
section or has been adjudged liable under the circumstances
described in subsection (c) of this section, the court may
order such indemnification as the court shall deem proper.
However, indemnification with respect to any proceeding by
or in the right of the corporation or in which liability
shall have been adjudged in the circumstances described in
subsection (c) shall be limited to expenses.
(3) A court of appropriate jurisdiction may be the same
court in which the proceeding involving the director's liability
took place.
(e) (1) Indemnification under subsection (b) of this section
may not be made by the corporation unless authorized for a specific
proceeding after a determination has been made that indemnification of
the director is permissible in the circumstances because the director
has met the standard of conduct set forth in subsection (b) of this
section.
(2) Such determination shall be made:
(i) By the Board of Directors by a majority vote of a
quorum consisting of directors not, at the time, parties to
the proceeding, or, if such a quorum cannot be obtained,
then by a majority vote of a committee of the board
consisting solely of two or more directors not, at the time,
parties to such proceeding and who were duly designated to
act in the matter by a majority vote of the full board in
which the designated directors who are parties may
participate:
-6-
<PAGE>
(ii) By special legal counsel selected by the board of
directors or a committee of the board by vote as set forth
in subparagraph (i) of this paragraph, or, if the requisite
quorum of the full board cannot be obtained therefor and the
committee cannot be established, by a majority vote of the
full board in which directors who are parties may
participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as
to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible. However,
if the determination that indemnification is permissible is made
by special legal counsel, authorization of indemnification and
determination as to reasonableness of expenses shall be made in
the manner specified in subparagraph (ii) of paragraph (2) of
this subsection for selection of such counsel.
(4) Shares held by directors who are parties to the
proceeding may not be voted on the subject matter under this
subsection.
(f) (1) Reasonable expenses incurred by a director who is a
party to a proceeding may be paid or reimbursed by the corporation in
advance of the final disposition of the proceeding upon receipt by the
corporation of:
(i) A written affirmation by the director of the
director's good faith belief that the standard of conduct
necessary for indemnification by the corporation as
authorized in this section has been met; and
(ii) A written undertaking by or on behalf of the
director to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.
(2) The undertaking required by subparagraph (ii) of
paragraph (1) of this subsection shall be an unlimited
-7-
<PAGE>
general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make the repayment.
(3) Payments under this subsection shall be made as
provided by the charter, bylaws, or contract or as specified in
subsection (e) of this section.
(g) The indemnification and advancement of expenses, provided or
authorized by this section may not be deemed exclusive of any other
rights, by indemnification or otherwise, to which a director may be
entitled under the charter, the bylaws, a resolution of stockholders
or directors, an agreement or otherwise, both as to action in an
official capacity and as to action in another capacity while holding
such office.
(h) This section does not limit the corporation's power to pay
or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when the director
has not been made a named defendant or respondent in the proceeding.
(i) For purposes of this section:
(1) The corporation shall be deemed to have requested a
director to serve an employee benefit plan where the performance
of the director's duties to the corporation also imposes duties
on, or otherwise involves services by, the director to the plan
or participants or beneficiaries of the plan;
(2) Excise taxes assessed on a director with respect to an
employee benefit plan pursuant to applicable law shall be deemed
fines; and
(3) Action taken or omitted by the director with respect to
an employee benefit plan in the performance of the director's
duties for a purpose reasonably believed by the director to be in
the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the
best interests of the corporation.
-8-
<PAGE>
(j) Unless limited by the charter:
(1) An officer of the corporation shall be indemnified as
and to the extent provided in subsection (d) of this section for
a director and shall be entitled, to the same extent as a
director, to seek indemnification pursuant to the provisions of
subsection (d);
(2) A corporation may indemnify and advance expenses to an
officer, employee, or agent of the corporation to the same extent
that it may indemnify directors under this section; and
(3) A corporation, in addition, may indemnify and advance
expenses to an officer, employee, or agent who is not a director
to such further extent, consistent with law, as may be provided
by its charter, bylaws, general or specific action of its board
of directors, or contract.
(k) (1) A corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or
agent of the corporation, or who, while a director, officer, employee,
or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan against any
liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
corporation would have the power to indemnify against liability under
the provisions of this section.
(2) A corporation may provide similar protection, including
a trust fund, letter of credit, or surety bond, not inconsistent
with this section.
(3) The insurance or similar protection may be provided by
a subsidiary or an affiliate of the corporation.
(l) Any indemnification of, or advance of expenses to, a
director in accordance with this section, if arising out of a
proceeding by or in the right of the corporation, shall be reported in
writing to the stockholders with the notice of the next stockholders'
meeting or prior to the meeting.
-9-
<PAGE>
As permitted under Subsection (k) of Section 2-418 of the Maryland
General Corporations Law, as set forth above, the Registrant has purchased and
maintains insurance on behalf of its directors and officers against any
liability asserted against such directors and officers in their capacities as
such whether or not the Registrant would have the power to indemnify such
persons under the provisions of Maryland law governing indemnification.
There is no litigation pending, and neither the Registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Document
- ------- -----------------------
4.1 Longs Drug Stores Corporation Deferred Compensation Plan of 1995.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation.
23.1 Independent Auditor's Consent of Deloitte & Touche.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation (included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
-10-
<PAGE>
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-11-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Walnut Creek, State of California, on June 6, 1995.
LONGS DRUG STORES CORPORATION
By /s/ R.M. Long
-----------------------------------------------------
R.M. Long, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ R.M. Long Chairman of the Board, Chief June 6, 1995
- ------------------------- Executive Officer and Director
R.M. Long
/s/ C.E. Selland Treasurer-(principal financial June 6, 1995
- ------------------------- officer)
C.E. Selland
/s/ G.L. White Vice President - Controller June 6, 1995
- ------------------------- (principal accounting officer)
G.L. White
/s/ S.D. Roath President and Director June 6, 1995
- -------------------------
S.D. Roath
Director June 6, 1995
- -------------------------
R.M. Brooks
/s/ W.G. Combs Director June 6, 1995
- -------------------------
W.G. Combs
Director June 6, 1995
- -------------------------
D.G. DeSchane
-12-
<PAGE>
Signature Title Date
- --------- ----- ----
Director June 6, 1995
- -------------------------
E.E. Johnston
/s/ M.S. Metz Director June 6, 1995
- -------------------------
M.S. Metz
/s/ R.A. Plomgren Senior Vice President - Development June 6, 1995
- ------------------------- and Director
R.A. Plomgren
Director June 6, 1995
- -------------------------
H.R. Somerset
/s/ T.R. Sweeney Retired Vice President and Director June 6, 1995
- -------------------------
T.R. Sweeney
Director June 6, 1995
- -------------------------
F.E. Trotter
-13-
<PAGE>
EXHIBIT LIST
Exhibit
Number Description of Document
------ -----------------------
4.1 Longs Drug Stores Corporation Deferred Compensation Plan of
1995.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation.
23.1 Independent Auditor's Consent of Deloitte & Touche.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation (included in Exhibit 5.1).
-14-
<PAGE>
EXHIBIT 4.1
LONGS DRUG STORES CORPORATION
DEFERRED COMPENSATION PLAN OF 1995
Effective June 30, 1995
<PAGE>
LONGS DRUG STORES CORPORATION
DEFERRED COMPENSATION PLAN OF 1995
1. PURPOSE OF THE PLAN. Longs Drug Stores Corporation (the
"Sponsoring Employer") and Longs Drug Stores California, Inc. (the
"Participating Employer"), by their respective boards of directors, have
approved the Deferred Compensation Plan of 1995 (the "Plan") to provide a select
group of employees with the opportunity to defer a portion of their
compensation. The Plan is effective for salary and bonus awards payable with
regard to employment after June 30, 1995, the effective date of this
plan.
2. ADMINISTRATION OF THE PLAN. The Sponsoring Employer directs the
Participating Employer to take all actions necessary to implement, operate and
administer the Plan. Administration of the Plan shall be vested in the Chief
Executive Officer of the Participating Employer or his designee (the "Designated
Committee"). The Designated Committee shall, subject to express provisions of
the Plan, have the power to construe the Plan, prescribe rules and regulations
relating to the Plan and make all determinations necessary or advisable for the
administration of the Plan.
Notwithstanding the broad delegation of authority to the Participating
Employer hereunder, the Plan is an obligation of the Sponsoring Employer and the
Sponsoring Employer, acting alone, may amend or suspend
-1-
<PAGE>
any or all of the provisions of the Plan; provided, however, that any such
amendment or suspension shall not reduce retroactively the accrued balance of a
Participant's Account. The Sponsoring Employer may at any time terminate the
Plan as to future deferrals, or correct any defect, supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent deemed
expedient to carry it into effect.
Except as provided in Section 7, net expenses and costs incurred in
connection with the administration and operation of the Plan shall be borne in
the Sponsoring Employer's discretion by the Participants or otherwise by the
Sponsoring Employer or the Participating Employer. The Designated Committee
shall report to the Boards of Directors of the Sponsoring Employer and the
Participating Employer annually regarding the utilization and administration of
the Plan and on all costs and expenses, including a calculation of additional
taxes incurred in connection with the Plan.
3. DEFINITIONS. For purposes of the Plan, the following terms shall
have the meanings set forth below.
(a) "ACCOUNT." A separate unfunded account established for each
Participant. The Account shall be credited for amounts deferred under Section 5
and for dividends, income, investment gains and other profits derived from the
Investment Options selected by the Participant pursuant to Section 7. The
Account shall be charged for investment losses resulting from
-2-
<PAGE>
the Investment Options selected pursuant to Section 7, expenses charged to the
Account under Section 7 and for distributions pursuant to Section 9.
(b) "BENEFICIARY." Any individual or legal entity designated by
the Participant as the intended primary and secondary (if the primary designated
individual or entity fails to survive the Participant) recipients of the balance
of the Participant's Account upon the Participant's death. Participants may
designate more than one individual or entity as primary and secondary
beneficiary and the benefits of this Plan shall be allocated among the
beneficiaries in accordance with the percentages set out by the Participant in
the Notice of Deferral.
(c) "BONUS." Bonus awards to employees as a result of
successfully accomplishing individual and corporate objectives as established
from time to time. As of the effective date of the Plan, bonuses are awarded to
employees of the Participating Employer at the end of each fiscal quarter based
on the results of that quarter and are payable in cash within a reasonable time
after the close of the quarter.
(d) "COMPANY." The Sponsoring Employer or the Participating
Employer, as follows: If a Participant is an employee of the Sponsoring
Employer, the term "Company" as it relates to that Participant will refer to the
Sponsoring Employer; if a Participant is an employee of the Participating
Employer, the term "Company" as it relates to that Participant will refer to the
Participating Employer.
-3-
<PAGE>
(e) "COMPENSATION PERIOD." With respect to any year, the six-
month period from January 1 through June 30 and the six-month period from July 1
through December 31.
(f) "INVESTMENT OPTIONS." Regulated investment companies which
are registered under the Investment Company Act of 1940, mutual funds, common
trust funds, collective investment funds or other funding vehicles made
available to the Plan from time to time by the Designated Committee.
(g) "NOTICE OF DEFERRAL." The form submitted by a Participant
to elect to defer Salary or Bonus in order to notify the Sponsoring Employer or
the Participating Employer, as the case may be, of the amount of Salary and/or
Bonus to be deferred, the selection of Investment Options, the commencement date
for the payment of benefits, the amount and timing of the payments, and the
designation of a Beneficiary.
(h) "PARTICIPANT." An eligible employee who has elected in
accordance with procedures established pursuant to the Plan to defer payment of
all or allowable portions of Salary or Bonus.
(i) "PARTICIPATING EMPLOYER." Longs Drug Stores California,
Inc. and any (direct or indirect) subsidiary in which Longs Drug Stores
California, Inc. directly or indirectly owns 50% or more of the total voting
power of all classes of its stock having voting power.
-4-
<PAGE>
(j) "PERFORMANCE PERIOD." Period of performance that provides
the basis for measurement of Bonus.
(k) "PLAN." The Longs Drug Stores Corporation Deferred
Compensation Plan of 1995.
(l) "SALARY." The base cash compensation paid by the Sponsoring
Employer or the Participating Employer, as the case may be, by reason of
services performed by an employee during any period before any reduction for
payroll deductions or as a result of a salary reduction agreement entered into
by the employee pursuant to Section 401(k) of the Internal Revenue Code or a
cafeteria plan under Section 125 of the Internal Revenue Code and including
accrued vacation pay, but with respect to any employee excluding Bonus (which is
treated separately under this Plan), stock awards, stock options, profit sharing
plan contributions, contributions to this Plan, expense reimbursements and other
fringe benefits paid by the Sponsoring Employer or the Participating Employer,
as the case may be.
(m) "SEPARATION FROM SERVICE." The severance of a Participant's
employment with the Sponsoring Employer or the Participating Employer, as the
case may be, for any reason, including death, retirement or disability.
(n) "SPONSORING EMPLOYER." Longs Drug Stores Corporation.
(o) "UNFORESEEABLE EMERGENCY." A severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident
-5-
<PAGE>
of the Participant or of a dependent of the Participant, loss of the
Participant's property due to casualty, natural disasters, acts of God, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. The circumstances that will
constitute an "Unforeseeable Emergency" depend upon the facts of each case but,
in any case, payment may not be made in the event that such hardship is or may
be relieved: (1) through reimbursement or compensation by insurance or
otherwise, (2) by liquidation of the Participant's assets, to the extent that
liquidation of such assets would not itself cause severe financial hardship, or
(3) by cessation of deferrals under the Plan. The need to send a Participant's
child to college or the desire to purchase a home shall not be an Unforeseeable
Emergency.
4. ELIGIBILITY. The persons who are eligible to be Participants are
those persons who (a) have completed at least six months of service with the
Company, (b) are officers of the Company, district managers, store managers,
pharmacy managers, staff pharmacists, general office managers or other
categories of employees approved by the Designated Committee, and (c) are
approved by the Designated Committee for participation in the Plan.
5. ELECTION TO DEFER. Participants may elect to defer any portion
of their Salary or Bonus with a minimum of $1,000 in any calendar year and a
-6-
<PAGE>
maximum of $25,000 in any calendar year. Elections to defer shall be made by
submitting a Notice of Deferral to the Designated Committee on the form and in
the manner specified by the Designated Committee and shall be irrevocable when
made. The Notice of Deferral shall be submitted at the following times:
- -------------------------------------------------------------------------------
FORM OF COMPENSATION OR FINAL
COMPENSATION PERFORMANCE PERIOD ELECTION DATE
- -------------------------------------------------------------------------------
Salary January 1 - June 30 Preceding December 31
- -------------------------------------------------------------------------------
Salary July 1 - December 31 Preceding June 30
- -------------------------------------------------------------------------------
First Quarter Bonus First Fiscal Quarter Day Preceding Start of
First Fiscal Quarter
- -------------------------------------------------------------------------------
Second Quarter Bonus Second Fiscal Quarter Day Preceding Start of
Second Fiscal Quarter
- -------------------------------------------------------------------------------
Third Quarter Bonus Third Fiscal Quarter Day Preceding Start of
Third Fiscal Quarter
- -------------------------------------------------------------------------------
Fourth Quarter Bonus Fourth Fiscal Quarter Day Preceding Start of
Fourth Fiscal Quarter
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The Designated Committee in its discretion may change the dates on which a
Notice of Deferral must be submitted (or change the length of the period to
which such Notice of Deficiency will relate), provided that in all events
Notices of Deferral must be submitted prior to the commencement of the
Compensation Period or Performance Period to which such Notice of Deferral
relates. Subject to the minimum and maximum amounts set out above, Participants
must elect to defer a whole percentage or a flat dollar amount of Salary and/or
Bonus. The Designated Committee will determine whether deferrals are to be
calculated as a whole percentage or a flat dollar amount of
-7-
<PAGE>
Salary or Bonus and may change the calculation from time to time. If the
Designated Committee permits deferrals of a flat dollar amount of Salary or
Bonus, such flat dollar amounts shall be deferred in increments of $500. If the
Participant takes an unpaid leave of absence during any period in which he or
she is deferring Salary, the Designated Committee in its discretion may
proportionately reduce the amount of Participant's deferrals during that period.
6. DEDUCTION. At the time of deferral, the Company may deduct from
a Participant's cash compensation, any employment or other taxes which are then
due on amounts which the Participant has elected to defer. The Company may
deduct from distributions to Participants under this Plan amounts owed by the
Participant to the Company and also amounts that the Company is required to
withhold and pay either to government agencies on behalf of the Participant or
under court order to any person.
7. INVESTMENTS. All amounts deferred by a Participant will be
credited to his or her Account. In the Notice of Deferral, each Participant
shall allocate his or her deferrals among the Investment Options. A Participant
may select different Investment Options in each Notice of Deferral submitted for
a new deferral of Salary and/or Bonus.
-8-
<PAGE>
A Participant may change the allocation of the amounts in his or her
Account on a quarterly basis on dates selected by the Designated Committee by
submitting a written request to the Designated Committee on a prescribed form on
or within 30 days before the approved change date. Such change will set out the
dollar amount (or whole percentage) of funds to be transferred from an
Investment Option (or Investment Options) to another Investment Option (or
Investment Options). The initial selection of Investment Options and changes to
the Investment Options selected shall become effective as soon as
administratively feasible after the Designated Committee receives the Notice of
Deferral or change form, as the case may be. The Designated Committee may
increase or decrease the frequency of Participants' right to submit change
forms. The Company reserves the right to invest deferrals without regard to the
requests of the Participants including the right not to invest the deferrals.
The Company may invest deferrals in any way it determines if Participant fails
to select Investment Options for his or her deferrals.
The Designated Committee may add or delete Investment Options from
time to time. If a Participant has selected an Investment Option that is
subsequently deleted, the Participant shall select one or more replacement
Investment Options. If a Participant fails to select a replacement Investment
Option when required to do so, the Designated Committee in its discretion shall
select one or more Investment Options on behalf of such Participant.
-9-
<PAGE>
Fees and other costs associated with buying and selling Investment
Options, if any, and expenses associated with the transfer of amounts from one
Investment Option to another, if any, shall be deducted from the Participant's
Account.
8. UNFUNDED PLAN. This Plan will be unfunded for tax purposes and
for purposes of Title I of ERISA. Any Salary or Bonus deferred under this Plan,
the Accounts of the Participants and amounts held in any Investment Options
hereunder shall be held in the name of the Company, shall continue for all
purposes to be part of the general funds of the Company and shall remain assets
of the Company subject to claims of unsecured general creditors of the Company.
To the extent that any person acquires a right to receive payments from the
Plan, such right shall be no greater than the right of any unsecured general
creditor of the Company.
9. DISTRIBUTIONS.
9.1 PAYMENT OF BENEFITS. Distribution of benefits from the Plan
shall be made no earlier than (1) seven years from the date of Participant's
deferral under the Plan, if Participant elects a term-of-years deferral, or
(2) the Participant's Separation from Service, except that benefits may be
distributed earlier in the event (and to the extent) of an approved financial
hardship due to an Unforeseeable Emergency. When distribution of
-10-
<PAGE>
benefits commences, the Participant will be entitled to receive the balance in
his or her Account plus, if the Participant elects to receive payment in
installments, earnings credited to the Account during the installment payout
period.
9.2 DISTRIBUTION DUE TO UNFORESEEABLE EMERGENCY. A Participant
may request a distribution due to Unforeseeable Emergency by submitting a
written request to the Designated Committee accompanied by evidence to
demonstrate that the circumstances being experienced qualify as an Unforeseeable
Emergency. The Designated Committee shall have the authority to require such
evidence as it deems necessary to determine if a distribution is warranted. If
an application for a hardship distribution due to an Unforeseeable Emergency is
approved, the distribution is limited to an amount sufficient to meet the
emergency. The allowed distribution shall be payable in a method determined by
the Designated Committee as soon as practicable after approval of such
distribution. The Designated Committee's determination of the existence of an
Unforeseeable Emergency and the amount required to meet the resulting financial
hardship shall be made in a uniform and nondiscriminatory manner with respect to
all Participants.
A Participant who receives a hardship distribution in any year will
not be eligible to submit a Notice of Deferral to defer any amounts under this
Plan for a period of one year. A Participant who has commenced receiving
installment payments under the Plan may request acceleration of such
-11-
<PAGE>
payments in the event of an Unforeseeable Emergency. The Designated Committee
may permit accelerated payments to the extent such accelerated payment does not
exceed the amount necessary to meet the emergency.
9.3 COMMENCEMENT OF DISTRIBUTIONS. If a Participant has elected
to defer compensation under this Plan for a term of years (not less than seven
years), distribution of benefits shall commence on the first day of the calendar
year immediately following the expiration of that period of years (e.g., for a
Notice of Deferral submitted on December 31, 1995 covering the period from
January 1, 1996 through June 30, 1996, if the Participant elects a fifteen-year
deferral term, benefit payments would commence on January 1, 2012). If a
Participant has elected to defer compensation under this Plan until Separation
of Service, distribution of benefits to the Participant under the Plan shall
commence on the first day of the calendar quarter specified by the Participant,
but no later than the eighth quarter immediately following the Participant's
Separation from Service. Notwithstanding the foregoing, a Participant may elect
in the Notices of Deferral that, if he or she is at least 62 years old at the
time of termination of employment with the Company, then distribution of
benefits may be further deferred until the Participant reaches the age of 70 (or
such other then-applicable age at which the receipt of deferred compensation
benefits will not reduce the amount of available Social Security benefits).
-12-
<PAGE>
9.4 DISTRIBUTION OF SMALL ACCOUNTS. Notwithstanding anything in
Section 9.3 to the contrary, if the total amounts held under this Plan for a
Participant total $25,000 or less when the Participant becomes eligible for
distributions, regardless of the form of distributions elected by the
Participant in his or her Notice of Deferral, the Company in its discretion may
distribute the balance in the Participant's Account in a single, lump sum
payment at any time within six months after Participant has become eligible to
receive distributions hereunder.
9.5 FORMS OF DISTRIBUTION. A Participant in each Notice of
Deferral may elect distribution of benefits for amounts deferred in that Notice
of Deferral in one of the following forms:
(a) LUMP SUM. A single payment of the entire balance in a
Participant's account.
(b) INSTALLMENTS. Monthly, quarterly or annual payments of
at least $500 per payment over a specified period of time not to exceed 15
years, with earnings credited to the Account after the commencement of the
payment period to be payable at the time of each installment payment.
If Participant selects (b), above, then upon the death of the
Participant, the Company shall make payments over the installment period
selected by the Participant to his or her Beneficiary, unless in his or her
Notice of Deferral, the Participant elected that all amounts credited to the
Participant's
-13-
<PAGE>
Account be paid at his or her death to the Beneficiary in a lump sum. A
Participant may elect different forms of distribution in the periodic Notices of
Deferral submitted to the Company with respect to his or her deferrals.
9.6 OTHER DISTRIBUTIONS. Notwithstanding anything herein to the
contrary, if the Internal Revenue Service determines that any amounts deferred
under this Plan subject a Participant to income tax prior to actual receipt of
such amounts, all affected amounts shall be paid net of withholding (and other
deductions under Section 6) within 30 days of the determination (or other final
order, if the determination is appealed) to the affected Participant or
Beneficiary.
10. BENEFICIARY INFORMATION.
10.1 DESIGNATION. A Participant shall have the right to
designate a primary Beneficiary (and a secondary Beneficiary in the event that
the primary Beneficiary fails to survive the Participant), and to amend or
revoke such designation at any time, in writing. Such designation, amendment or
revocation shall be effective upon receipt by the Designated Committee. If the
Participant does not designate his or her spouse as primary Beneficiary, such
Participant's spouse shall consent to the Beneficiaries designated by the
Participant.
10.2 FAILURE TO DESIGNATE A BENEFICIARY. If the designated
Beneficiary fails to survive the Participant and benefits are payable following
-14-
<PAGE>
the Participant's death, the Designated Committee shall direct that payment of
benefits be made to the Participant's estate.
11. RIGHTS OF PARTICIPANTS. Nothing contained in this Plan
shall:
(a) Confer on any employee any right with respect to
continuation of employment with the Company;
(b) Interfere in any way with the right of the Company to
terminate his or her employment at any time; or
(c) Confer on any employee or other person any claim or right to
any distribution under the Plan except in accordance with its terms.
The Company expressly reserves the right to terminate any employee at
will, at any time.
12. ASSIGNMENT. Except as provided in Section 6 or as otherwise
required by law, no right or interest of any Participant in any Account or in
the Plan shall, prior to actual payment or distribution to such Participant
voluntarily or by operation of law or otherwise, be subject to payment of debts
of any Participant by execution, levy, garnishment, attachment, pledge,
bankruptcy or in any other manner.
13. PLAN INFORMATION. Each Participant shall be advised of the general
provisions of the Plan and, on written request addressed to the
-15-
<PAGE>
Designated Committee, shall be furnished with any information requested, to the
extent required by applicable law, regarding his or her status, rights and
privileges under the Plan.
The Designated Committee shall provide each Participant at intervals
determined by the Designated Committee with statements of that Participant's
Account, including credits, debits and other charges to the Account.
14. CLAIMS PROCEDURE.
(a) Any person or entity claiming a benefit or requesting an
interpretation or ruling under the Plan (the "Claimant") shall present the
request in writing to the Designated Committee, which shall respond in writing
as soon as practicable.
(b) If the claim or request is denied, the Designated Committee
shall prepare and deliver to the Claimant a written notice of denial which shall
state: (i) The reason for denial, with specific reference to the Plan
provisions on which denial is based; (ii) a description of any additional
material or information required and an explanation of why it is necessary; and
(iii) an explanation of the Plan's claim review procedure.
(c) Any Claimant whose claim or request is denied or who has not
received a response within sixty (60) days may request a review by notice given
in writing to the Designated Committee. Such request must be
-16-
<PAGE>
made within sixty (60) days after receipt by Claimant of the written notice of
denial, or in the event Claimant has not received a response, within ninety (90)
days after receipt by the Designated Committee of Claimant's claim or request.
The claim or request shall be reviewed by the Designated Committee which may,
but shall not be required to, grant the Claimant a hearing. On review, the
Claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.
(d) The decision on review shall normally be made within sixty
(60) days after the Designated Committee's receipt of Claimant's request for a
review. If an extension of time is required for a hearing or other special
circumstances, the Claimant shall be notified and the time limit shall be one
hundred twenty (120) days. The decision shall be in writing and shall state the
reasons and the relevant Plan provisions. All decisions on review shall be
final and bind all parties concerned.
15. FINANCIAL ADVISORS. While the Plan is intended to provide tax
benefits for participants, the Company does not guarantee any particular tax
treatment of Participants. Further, other aspects of the Plan could be
disadvantageous to Participants. For example, distributions pursuant to the
Plan could adversely affect Social Security payments to Participants.
Accordingly, Participants should consult their own financial and tax advisors
before electing to make any deferral pursuant to the Plan.
-17-
<PAGE>
16. APPLICABLE LAW. The provisions of the plan shall be construed,
administered and enforced in accordance with the laws of the State of
California.
17. CAPTIONS. The captions contained in this Plan are inserted only
as a matter of convenience and for reference and in no way define, limit,
enlarge or describe the scope or intent or the Plan nor in any way shall affect
the construction of any provision of the Plan.
-18-
<PAGE>
EXECUTION
IN WITNESS WHEREOF, Longs Drug Stores Corporation and Longs Drug
Stores California, Inc., by their duly authorized officers, have executed this
Plan on the date indicated below.
LONGS DRUG STORES
CORPORATION
By: /s/ R.M. Long
---------------------------------
Title: Chief Executive Officer
-----------------------------
Date: June 6, 1995
------------------------------
By: /s/ O.D. Jones
--------------------------------
Title: Secretary
-----------------------------
Date: June 6, 1995
------------------------------
-19-
<PAGE>
LONGS DRUG STORES CALIFORNIA,
INC.
By: /s/ R.M. Long
---------------------------------
Title: Chief Executive Officer
-----------------------------
Date: June 6, 1995
------------------------------
By: /s/ O.D. Jones
--------------------------------
Title: Secretary
-----------------------------
Date: June 6, 1995
------------------------------
-20-
<PAGE>
EXHIBIT 5.1
June 6, 1995
Longs Drug Stores Corporation
141 North Civic Drive
Walnut Creek, CA 94596
Gentlemen:
You have requested our opinion as counsel for Longs Drug Stores
Corporation, a Maryland corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, and the public offering by the Company of up
to $10,000,000 of deferred compensation obligations under the Longs Drug Stores
Corporation Deferred Compensation Plan of 1995 ("Plan").
We have examined the Company's Registration Statement on Form S-8 in
the form to be filed with the Securities and Exchange Commission on or about
June 6, 1995 (the "Registration Statement"). We further have examined the Plan,
the Certificate of Incorporation and Bylaws of the Company, and resolutions
adopted by the Company's Board of Directors. In addition, we have examined such
corporate records, certificates and other documents (of which we are aware) as
we have considered necessary or appropriate for the purposes of this opinion.
On the basis of the foregoing, it is our opinion that the obligations
under the Plan will, when arising under the Plan in accordance with its terms,
constitute valid and binding obligations of the Company.
In connection with this opinion we have assumed the authenticity of
original documents and the genuineness of all signatures and the conformity to
the originals of all documents submitted to us as copies.
<PAGE>
Longs Drug Stores Corporation
June 6, 1995
Page 2
Our opinion is qualified to the extent that enforcement of obligations
issued under the Plan may be subject to applicable federal or state bankruptcy,
insolvency, reorganization, arrangement, moratorium, fraudulent conveyance or
other laws or court decisions relating to or affecting the rights of creditors
generally and may be limited by equitable principles of general applicability,
including without limitation concepts of materiality, reasonableness, good faith
and fair dealing, equitable subordination, and the possible unavailability of
specific performance or injunctive relief (regardless of whether considered in a
proceeding in equity or at law or whether codified by statute).
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HOWARD, RICE, NEMEROVSKI,
CANADY, FALK & RABKIN
A Professional Corporation
By /s/ Daniel J. Winnike
-------------------------
Daniel J. Winnike
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Longs Drug Stores Corporation on Form S-8 of our reports dated February 24, 1995
incorporated by reference in the Annual Report on Form 10-K of Longs Drug Stores
Corporation for the year ended January 26, 1995.
/s/ Deloitte & Touche LLP
June 6, 1995
