UNITED STAES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.5 )*
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 North Civic Drive, Post Office Box 5222.
Walnut Creek, California 94596
(510) 937-1170
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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 filed 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 the
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).
(Continued on following page(s))
<PAGE>
CUSIP No. 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
23 718 07 12
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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NUMBER OF 7 SOLE VOTING POWER 1,953,342
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 1,953,342
WITH
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10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,953,342
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This Amendment No. 5 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. 5 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.
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Name and Title Business or Residence Address Principal
Occupation
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William G. Combs 141 North Civic Drive Executive Officer
President, Executive Officer Walnut Creek, CA 94596 of The Thomas J.
and Trustee Long Foundation
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Thomas R. Sweeney 368 Laurel Drive Retired
Vice President and Trustee Danville, CA 94526
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Lolita L. Lowry 1860 Tice Creek #1412 Retired
Treasurer and Trustee Walnut Creek, CA 94595
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Howard H. Bell Bell, Rosenberg and Hughes Attorney
Secretary and Trustee 1300 Clay Street, Suite 1000
Oakland, CA 94612
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- ----------------------------- ------------------------------- -----------------
Robert M. Coakley Safeco Insurance Company Insurance
Trustee 3000 Executive Parkway #300 Underwriter
San Ramon, CA 94583
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Sidne J. Long 1493 Paseo Nogales Entrepreneur
Trustee Alamo, CA 94507
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- ----------------------------- ------------------------------- -----------------
Jill M. Rapier 19 Kawai Lane Financial
Trustee Pleasant Hill, CA 94523 Consultant
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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 Foundation
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.
On June 30, 1997, the Foundation disposed of 390,668 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
described 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
acquisition of control of Longs Drug Stores;
(h) Causing a class of securities to be delisted from 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 Acamended; 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 1,953,342 shares of Common Stock held by the Foundation, which represent
approximately 5% 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 3% 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 11,095 shares of Common
Stock which represent approximately .028% of the outstanding shares of
Common Stock. Of these shares, Mr. Combs has the sole power to vote
and dispose of 2,230 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 19,288 shares of
Common Stock which represent approximately .05 % 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
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.
(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.(incorporated by reference to Exhibit 7.01
of the Schedule 13D amendment #4as filed on June 11, 1997)
<PAGE>
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
Date: February 4, 1998 s/ W.G.Combs
-----------------------------------
W. G. Combs
President and Trustee
