UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
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LONGS DRUG STORES CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
543162 10 1
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(CUSIP Number)
W.G. Combs, President, Board of Trustees
The Thomas J. Long Foundation
141 Nrth Civic Drive, Post Office Box 5222
Walnut Creek, California 94596
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP NO. 543162 10 1
- - -----------------------------
- - ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO OF 23 718 07 12
ABOVE PERSON
- - -----------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
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Not Applicable (b) [_]
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SEC USE ONLY
3
- - ------------------------------------------------------------------------------
SOURCE OF FUNDS* OO
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) ____ Not Applicable]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 California
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SOLE VOTING POWER
7
NUMBER OF 2,344,010
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
- 0 -
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,344,010
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- 0 -
- - ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,344,010
- - ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[ ] Not Applicable
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- - ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
Approximately 6%
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TYPE OF REPORTING PERSON* CO
14
- - ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Schedule 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4 to Schedule 13D relates to the common stock (the
"Common Stock") of Longs Drug Stores Corporation, a Maryland corporation,
("Longs Drug Stores"), which has its principal executive offices at 141 North
Civic Drive, Walnut Creek, California 94596.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment No. 4 to Schedule 13D is being filed by The Thomas J.
Long Foundation, a California public benefit corporation, which has its
principal address at 141 North Civic Drive, Walnut Creek, California 94596
(the "Foundation"). The name, business or residence address, and principal
occupation of each member of the Board of Trustees of the Foundation (the
"Trustees") are set forth below.
Name and Title Business or Residence Principal Occupation
Address
William G. Combs 141 North Civic Drive Executive Officer of The
President, Executive Walnut Creek CA 94596 Thomas J. Long Foundation
Officer and Trustee
Thomas R. Sweeney 368 Laurel Drive Retired
Vice President and Danville, CA 94526
Trustee
Lolita L. Lowry 1860 Tice Creek # 1412 Retired
Treasurer and Trustee Walnut Creek, CA 94595
Howard H. Bell 1300 Clay Street Attorney, Bell,
Secretary and Trustee Suite 1000 Rosenberg and Hughes
Oakland, CA 94612
Robert M. Coakley 3000 Executive Parkway Safeco Insurance Company
Trustee # 300 Insurance Underwriter
San Ramon, CA 94583
Sidne J. Long 1493 Paseo Nogales Entrepreneur
Trustee Alamo, CA 94507
Jill M. Rapier 19 Kawai Lane Student
Trustee Pleasant Hill, CA 94523
During the past five years, neither the Foundation nor any of the Trustees
has been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction as the result of which she
was or is subject to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
All of the Trustees are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock held by the Foundation were contributed by
inter vivos gift by Thomas J. Long and testamentary transfer from the Estate
of Thomas J. Long as described in Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
As of April 23, 1993, the date of death of Thomas J. Long, the Foundation
held 27,345 shares of Common Stock which were gifted to the Foundation by Mr.
Long prior to his death. On October 28, 1993, 1,823,189 shares of Common
Stock were contributed to the foundation by testamentary transfer from the
Estate of Thomas J. Long for the purpose of providing funds to the Foundation
and assisting it in accomplishing its charitable goals, resulting in the Foun-
dation being the holder of approximately 8.9% of the outstanding shares of
Common Stock.
On December 13, 1993, the Foundation disposed of 92,527 shares of Common
Stock through a sale to Longs Drug Stores pursuant to the March 31, 1989
agreement between Thomas J. Long and Longs Drug Stores (the "Agreement")
described in Item 6.
On June 27, 1994, the Foundation disposed of 195,334 shares of Common
Stock through a sale to Longs Drug Stores pursuant to the Agreement.
On June 12,1995, the Foundation disposed of 195,334 shares of Common Stock
through a sale to Longs Drug Stores pursuant to the Agreement.
On June 17,1996, the Foundation disposed of 195,334 shares of Common Stock
through a sale to Longs Drug Stores pursuant to the Agreement.
The purpose of each of the above dispositions was to raise cash for the
Foundation to further its charitable purposes and diversify its assets.
Effective January 10,1997, the Board of Directors of Longs Drug Stores issued
a two for one split of the Common Stock which resulted in the Foundation being
the holder of 2,344,010 shares of Common Stock.
Except as set forth above, neither the Foundation nor any of the
Trustees have any plans or proposals which relate to or would result
in:
(a) The acquisition by any person of additional securities of the
Longs Drug Stores, or the disposition of securities of Longs Drug
Stores, except for dispositions consistent with the Agreement desc-
ribed in Item 6.
(b) An extraordinary corporation transaction, such as a merger,
reorganization or liquidation, involving Longs Drug Stores or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of Longs
Drug Stores or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
Longs Drug Stores, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
Board;
(e) Any material change in the present capitalization or dividend
policy of Longs Drug Stores;
(f) Any other material change in Longs Drug Stores' business or
corporate structure;
(g) Changes in Longs Drug Stores charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquis-
ition of control of Longs Drug Stores;
(h) Causing a class of securities to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Longs Drug Stores becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The Trustees share the power to vote and the power to
dispose of 2,344,010 shares of Common Stock held by the Foundation, which
represent approximately 6% of the outstanding shares of Common Stock. Each
of the Trustees disclaims the beneficial ownership of the Common Stock held
by the Foundation. In addition, Mr. Combs, as a trustee of The J.M. Long
Foundation, shares the power to vote and the power to dispose of 1,152,626
shares of Common Stock held by The J.M. Long Foundation, which represents
approximately 2.9% of the outstanding shares of Common Stock. Mr. Combs
disclaims the beneficial ownership of the Common Stock held by The J.M. Long
Foundation.
Excluding the shares of Common Stock held by the Foundation and the
shares of Common Stock held by The J. M. Long Foundation, the following
Trustees have sole or shared beneficial ownership of Common Stock as follows:
(i) Mr. Combs is the beneficial owner of 10,894 shares of Common
Stock which represent approximately .027% of the outstanding shares of Common
Stock. Of these shares, Mr. Combs has the sole power to vote and dispose of
2,124 shares and the shared power to vote and dispose of 8,770 shares with his
spouse, Norma L. Combs, as trustees of a family trust. Mrs. Combs resides at
96 Shuey Drive, Moraga, CA 94556, is not currently employed and is a citizen
of the United States of America. During the past five years Mrs.Combs has not
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction as the result of which she
was or is subject to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(ii) Mr. Sweeney is the beneficial owner of 19,088 shares of Common
Stock which represent approximately .048% of the outstanding shares of Common
Stock. Mr. Sweeney shares the power to vote and dispose of these shares with
his spouse, Anita M. Sweeney, as trustees of a family trust. In addition,
Mrs. Sweeney is the custodian of 1,464 shares of Common Stock held for
children. Mrs. Sweeney resides at 368 Laurel Drive, Danville CA 94526,
is employed as a clerk at Rinehart Jewelry, 1632 Main Street, Walnut Creek, CA
94596, and is a citizen of the United States of America. During the past five
years Mrs.Sweeney has not been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to any
civil proceeding of a judicial or administrative body of competent juris-
diction as the result of which she was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(iii) Ms. Lowry is the beneficial owner of 30,366 shares of Common
Stock which represent approximately .075% of the outstanding shares of Common
Stock.
(iv) Mr. Bell is the beneficial owner of 8,000 shares of Common Stock
which represent approximately .02% of the outstanding shares of Common Stock.
(v) Ms. Long is the beneficial owner of 1,550 shares of Common Stock
which represent approximately .003% of the outstanding shares of Common Stock.
(c) No transactions in the Common Stock were effected by the
Foundation or the Trustees during the past sixty days.
(d) No other persons are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of the shares of Common Stock referred to in paragraph (a) and (b) above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to an agreement, dated March 31, 1989, by and among Thomas J.
Long and Longs Drug Stores (the "Agreement"), shares of Common Stock held by
or acquired by the Foundation after the death of Thomas J. Long are subject to
certain restrictions regarding the sale, assignment, transfer or other
disposition thereof. In general, Common Stock held by the Foundation only may
be disposed of in accordance with the terms of the Agreement. Under the
Agreement, within the 270 day period following the death of Thomas J. Long,
and within each 270 day period following each of the first nine anniversaries
of the death of Thomas J. Long, the Foundation may demand that Longs Drug
Stores purchase up to a percentage of Common Stock held by the Foundation as
is determined in accordance with the Agreement at the adjusted market value of
such shares of Common Stock as defined in the Agreement. The Foundation may
also demand that Longs Drug Stores purchase all of the Common Stock held by it
in the event of a tender offer or an exchange offer for the Common Stock. If
Longs Drug Stores fails, refuses or declines to purchase all of the Common
Stock included within any demand, then the Common Stock included in such
demand shall thereafter be free of any rights or options of Longs Drug Stores
and the Foundation may deal with such Common Stock, and exercise all rights of
ownership with respect thereto, free from the provisions of the Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.01 Agreement, dated March 31, 1989, by and among Thomas J. Long
and Longs Drug Stores.
SIGNATURE
After reasonable 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.
THE THOMAS J. LONG FOUNDATION
June 11, 1997 By: /s/W.G. COMBS
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Date W.G. Combs
President and Trustee
<PAGE>
A G R E E M E N T
THIS AGREEMENT is made and executed this 31 day of March, 1989, by and
between THOMAS J. LONG and LONGS DRUG STORES CALIFORNIA, INC., a California
corporation.
IN CONSIDERATION OF the manual covenants herein set forth and other
valuable considerations by each party received from each other party, the
adequacy of which is hereby acknowledged, IT IS AGREED:
SECTION 1. DEFINITIONS. As used in this agreement:
1.1. The term "corporation" shall refer to Longs Drug Stores
California, Inc., a California corporation.
1.2. The term "stock" shall refer to shares of common stock issued
by Longs Drug Stores Corporation, a Maryland corporation.
1.3. The term "Foundation stock" shall refer to all stock (a) which
on the death of Thomas J. Long is held by the Thomas J. Long Foundation, a
California public benefit corporation; or (b) which is acquired by the Thomas
J. Long Foundation as a result of the death of Thomas J. Long.
1.4. The term "Trust stock" shall refer to all stock which as a
result of the death of Thomas J. Long (a) is acquired by one or more trustees,
or (b) in which the rights of the trustees become irrevocable and in which the
Thomas J. Long Foundation has a remainder interest.
1.5. The term "the Thomas J. Long Foundation" shall refer not only
to the California public benefit corporation of that name, but also to every
other exempt organization to which a substitutionary gift of Foundation stock
or Trust stock may be made because of the failure of the Thomas J. Long
Foundation to satisfy the conditions of a gift to it.
1.6. The term "personal representative" shall refer to the duly
qualified personal representative of the estate of Thomas J. Long, acting in
that capacity following the death of Thomas J. Long, while the assets of the
estate include any Foundation stock or any Trust stock. Should a special
administrator be appointed to administer the estate of Thomas J. Long until
such time as a personal representative of that estate is appointed, the term
"personal representative" shall also refer to that special administrator.
1.8.[sic] The term "trustee" shall refer to (a) the duly qualified and
acting trustee or trustees holding any Trust stock; and (b) the directors and
officers of the Thomas J. Long Foundation, while it holds any Foundation
stock.
SECTION 2. RECOGNITION. The parties hereto recognize that:
2.1. Thomas J. Long beneficially owns approximately 2,125,000 shares
of stock.
2.2. The provisions and covenants of this agreement are to the best
interests of the parties, the heirs and devisees of Thomas J. Long, and the
Employee Profit Sharing Plan of the corporation, which the parties intend
will acquire the stock, in providing for an orderly sale and purchase of stock
under the circumstances and in the manner provided in this agreement.
2.3. The provisions of this agreement shall apply not only to
shares of stock now owned by Thomas J. Long, but shall also apply to shares of
stock hereafter acquired by him, to the extent such stock is Foundation stock
or Trust stock.
SECTION 3. SALE OF FOUNDATION STOCK AND TRUST STOCK.
3.1. After the death of Thomas J. Long, no shares of Foundation
stock or Trust stock shall be disposed of in any manner other than in
accordance with this Section 3.
3.2. In the 270 day period commencing on the date of the death of
Thomas J. Long, the personal representative and the trustee may demand the
corporation purchase up to five percent (5%) of the aggregate Foundation stock
and Trust stock. The purchase price shall be paid in cash to the sellers
within 90 days after the date of the demand, and the sellers shall then deliver
to the corporation certificates evidencing ownership of the stock purchased,
with proper assignments in blank, duly executed with signatures guaranteed.
If the corporation fails, refuses or declines to purchase timely all of the
stock included within the demand, all of the Foundation stock and all of the
Trust stock shall thereafter be free of any rights or options of the
corporation, and the holders thereof may deal with all of the Foundation stock
and all of the Trust stock, and exercise all rights of ownership therein, free
from the provisions of this agreement.
3.3. In the 270 day period which commences one year after the death
of Thomas J. Long, in the 270 day period which commences two years after the
death of Thomas J. Long, and in each of the seven succeeding annual renewals
of said period, the personal representative and the trustee may demand the
corporation purchase up to a fractional share of the aggregate Foundation
stock and Trust stock. The fractional share, in each 270 day period, is
determined by multiplying the total number of shares of Foundation stock and
Trust stock on the date of the demand by a fraction, the numerator of which is
one and the denominator of which is ten minus "x", when "x" equals the number
of annual renewals of the 270 day period since the death of Thomas J. Long.
The purchase price shall be paid in cash to the sellers within 90 days after
the date of the demand, and the sellers shall then deliver to the corporation
certificates evidencing ownership of the stock purchased, with proper
assignments in blank, duly executed with signatures guaranteed. If the
corporation fails, refuses or declines to timely purchase all of the stock
included within the demand, then in such event the stock included within the
demand shall thereafter be free of any rights or options of the corporation,
and the holders thereof may deal with, and exercise all rights of ownership,
free from the provisions of this agreement.
3.4. Foundation stock, or Trust stock which is purchased by the
corporation in any annual renewal of the 270 day period in excess of the
number determined under the formula stated in Section 3.3 shall reduce the
number of shares the purchase of which may be demanded in the next succeeding
annual renewals of the 270 day period by the number of such excess shares so
purchased.
3.5. The purchase price of all Foundation stock and Trust stock
under this Section 3 shall be the "adjusted market value" of the stock.
"Market value" means the average closing sale price (during the 30 day period
ending on the last trading day preceding the closing date) of a share of
corporation's stock on the composite tape for the New York Stock Exchange-
listed stocks; or, if the stock is not quoted on the composite tape for the
New York Stock Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which the stock is
listed; or, if the stock is not listed on any such exchange, the average
closing bid quotation with respect to a share of the stock during the 30 day
period ending on the last trading day preceding the date in question on the
National Association of Securities Dealers, Inc. automated quotations system
or any system in use. "Adjusted market value" means "market value" reduced by
the amount of commissions, fees or price reductions, if any, to which a sale
by the personal representative, or trustee, would be subject if the stock were
sold on the applicable exchange, or through the applicable quotation system.
Any adjustment in "market value" shall be supported by the opinion of an
investment banker selected by the personal representative and the trustee.
"Closing date" means the date on which the purchase price is paid to the
sellers, and the share certificates are delivered to the corporation.
3.6. If demanded by the Personal Representative and Trustee, the
corporation shall purchase all Foundation stock and all Trust stock at market
value if the stock should be delisted on the exchanges, and excluded from the
quotation systems, described in Section 3.5. The closing date of such
purchase shall be the first date on which the stock is so delisted or
excluded.
3.7. If a tender offer, or an exchange offer, is made for the
stock, the personal representative and the trustee may demand that the
corporation purchase all of the Foundation stock and Trust stock, on a closing
date which will permit the Foundation stock and the Trust stock to be sold in
response to the tender offer or exchange offer, if the corporation does not
purchase all of the Foundation stock and the Trust stock. If the corporation
fails, refuses or declines to purchase timely all of the Foundation stock,
such stock shall thereafter be free of any rights or options of the
corporation, and the holders thereof may deal with all of the Foundation stock
and all of the Trust stock, and exercise all rights of ownership therein, free
from the provisions of this agreement. The purchase price of the Foundation
stock and the Trust stock, in the event of a tender offer or exchange offer,
shall not be determined under Section 3.5. Purchase price in the event of
either such offer shall be the closing sale price of corporation's stock on
the last trading day preceding the closing date on the composite tape for the
New York Stock Exchange-listed stocks; or, if the stock is not quoted on the
composite tape for the New York Stock Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 on
which the stock is listed; or, if the stock is not listed on any such
exchange, the closing bid quotation for a share of the stock on the last
trading day preceding the closing date on the National Association of
Securities Dealers, Inc. automated quotations system or any system in use.
SECTION 4. GENERAL.
4.1. Thomas J. Long hereby directs his personal representative, and
his trustee to perform all of the provisions of this agreement which each,
respectively, is directed to perform without any order of court for that
purpose, and without notice to any person and without the intervention of any
court.
4.2. This agreement shall not in any respect deprive Thomas J. Long
of any rights of ownership of the shares of stock beneficially owned by him,
including (without limitation) unrestricted rights of disposition by sale,
exchange, gift or other transfer, voting rights and the right to receive and
retain all stock splits, and dividends (either in cash or in the form of shares
of stock) declared thereon.
SECTION 5. ENDORSEMENT OF STOCK CERTIFICATES.
5.1 Upon receipt of any Foundation stock or Trustee stock, the
distributee agrees to deliver to the corporation all certificates evidencing
ownership of shares of Foundation stock or Trustee stock in order that there
may be endorsed upon the face of each such certificate a legend reading
substantially as follows:
"The shares of stock evidenced by this certificate are subject
to an Agreement entered into on the 31 day of March, 1989,
between Thomas J. Long and Longs Drug Stores, California,
Inc., which restricts and controls any sale, assignment,
transfer, pledge or other disposition of shares of stock
evidenced by this certificate. A copy of this agreement is
on file with the Secretary of Longs Drug Stores California,
Inc."
After endorsement of that legend, each certificate shall be returned
to the person delivering the certificate to the corporation. So long as this
agreement is in force, a legend substantially as above stated shall be
endorsed on each certificate of Foundation stock or Trust stock.
5.2. A copy of this agreement shall remain on file with the\
Secretary of the corporation.
In the event that the corporation fails, refuses or declines to
purchase shares of stock as provided in sections 3.2, 3.3, 3.6 or 3.7, upon
request by the holder of the stock, the corporation agrees to replace the
certificates evidencing the shares of stock involved (and upon which the
legend appears) by a certificate or certificates duly executed and issued
evidencing ownership by the holder thereof of an equivalent number of shares
of stock upon which no legend shall appear.
SECTION 6. NOTICES.
All notices, offers, acceptances, demands, requests and other
communications contemplated in this agreement shall be in writing and shall be
deemed delivered either (a) by personal delivery to the party to whom it is
addressed or (b) upon the expiration three (3) days following the date of
mailing (as shown by the postmark on the envelope) through United States
Certified Mail, postage prepaid, return receipt requested, addressed to the
respective parties hereto at the following addresses:
In the case of Thomas J. Long, a separate notice addressed to:
Thomas J. Long The Thomas J. Long Foundation
1493 Paseo Nogales 141 N. Civic Drive
Alamo, CA 94507 Walnut Creek, CA 94596
In the case of the corporation, a separate notice addressed to each:
Chief Executive Officer Corporate Secretary
Longs Drug Stores Longs Drug Stores
141 N. Civic Drive 141 N. Civic Drive
Walnut Creek, CA 94596 Walnut Creek, CA 94596
Thomas J. Long or The Thomas J. Long Foundation may change the address
above stated by notice in writing to the corporation. The corporation may
change individual officers or the address above stated by notice in writing
to Thomas J. Long and The Thomas J. Long Foundation.
SECTION 7. SUCCESSION.
7.1. It is agreed that neither party to this agreement shall assign
the agreement or its rights hereunder without the express approval in writing
of the other party; provided, however, that the obligations of corporation
hereunder, including the obligation to purchase Foundation stock and Trust
stock, may be performed at the time the corporation is required to act by
either the duly qualified and acting trustee of the Employee Profit Sharing
Plan of the corporation; or by any affiliate of the corporation.
7.2. The provisions of this agreement to be performed following the
death of Thomas J. Long shall be binding upon the personal representative, and
the trustee of Thomas J. Long and on his heirs and devisees.
SECTION 8. ENFORCEMENT - ATTORNEYS FEES.
8.1. Each party hereto recognizes that his or its obligations
hereunder are unique and that the breach of any obligation could not be
adequately compensated by monetary damages; therefore, each party directs
that specific performance of each such obligation shall be the remedy
available to the other party for any such breach.
8.2. In the event suit or action be instituted by either party to
enforce performance by the other party of the terms and provisions of this
agreement incumbent upon the other party to be kept or performed, the
prevailing party in such suit or action shall be entitled to recover a
reasonable sum as attorneys fees and all court costs incurred on behalf of
that party and that amount shall be included in the judgment made and entered
in that action.
SECTION 9. OTHER AGREEMENTS.
This agreement shall supersede any prior agreements between the
parties and any other written or oral understanding between the parties with
respect to the sale and purchase of shares of stock.
SECTION 10. VALIDITY - LEGALITY.
In the event that any provision of this agreement shall be held
invalid or illegal or unenforceable in whole or in part, the validity of any
other provision of this agreement shall not in any manner be affected thereby.
SECTION 11. GOVERNING LAW.
The provisions of this agreement and the interpretation thereof shall
be governed and construed in accordance with the laws of the State of
California.
<PAGE>
IN WITNESS WHEREOF, this agreement has been duly executed by an[sic]
on behalf of each party hereto the day and year herein first above written.
/s/ Thomas J. Long 3/31/89
------------------------------
THOMAS J. LONG, (date)
individually and as trustee
under the Declaration of
Trust executed September 4, 1976,
as restated and amended.
LONGS DRUG STORES, CALIFORNIA, INC.
By /s/ R. M. Long 3/31/89
------------------------------
Its President and CEO (date)
By /s/ Orlo D. Jones 3/31/89
-----------------------------
Its Secretary (date)
The undersigned Muriel T. Long, spouse of Thomas J. Long joins herein,
individually and as a trustee, to subject any interest in the stock which she
may have to the provisions of this agreement.
/s/ Muriel T. Long 3/31/89
------------------------------
MURIEL T. LONG (date)
