<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
===============================================================================
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended October 26, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from . . . . . . . . to . . . . . . . .
Commission file number 1-8978
LONGS DRUG STORES CORPORATION
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Maryland 68-0048627
----------------------------------- ----------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
141 North Civic Drive
Walnut Creek, California 94596
----------------------------------------- ----------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (925) 937-1170
--------------
===============================================================================
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
There were 37,380,386 shares of common stock outstanding as of November 23,
2000.
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<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
STATEMENTS OF CONDENSED CONSOLIDATED INCOME (UNAUDITED)
<TABLE>
<CAPTION>
For the For the
Quarter Ended Three Quarters Ended
OCTOBER 26, October 28, OCTOBER 26, October 28,
2000 1999 2000 1999
--------------- -------------- -------------- --------------
------------------(Thousands Except Per Share)-----------------
<S> <C> <C> <C> <C>
SALES $ 973,763 $ 866,851 $ 2,920,611 $ 2,620,799
COSTS AND EXPENSES:
Cost of merchandise sold 724,675 634,914 2,163,888 1,927,598
Operating and administrative 233,587 211,094 688,875 617,764
Legal settlements and other disputes (2,940) -- (6,831) --
Loss on partial sale of joint venture assets 1,600 -- 1,600 --
Interest expense 4,600 1,057 12,396 2,882
Interest income (145) (590) (488) (1,435)
--------------- -------------- -------------- --------------
INCOME BEFORE TAXES ON INCOME 12,386 20,376 61,171 73,990
TAXES ON INCOME 4,700 8,000 24,300 28,900
--------------- -------------- -------------- --------------
NET INCOME $ 7,686 $ 12,376 $ 36,871 $ 45,090
=============== ============== ============== ==============
NET INCOME PER COMMON SHARE:
BASIC $ .21 $ .32 $ .97 $ 1.16
DILUTED $ .21 $ .32 $ .97 $ 1.15
DIVIDENDS PER COMMON SHARE $ .14 $ .14 $ .42 $ .42
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING:
BASIC 36,986 39,021 37,914 38,955
DILUTED 37,134 39,119 38,050 39,079
</TABLE>
See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
OCTOBER 26, October 28, January 27,
2000 1999 2000
----------------- ----------------- -----------------
----------------------- (Thousands) -----------------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 29,906 $ 29,269 $ 16,404
Pharmacy and other receivables 102,879 84,302 94,417
Merchandise inventories 450,914 429,764 433,082
Deferred income taxes 28,958 21,135 24,695
Other 9,405 8,392 13,577
----------------- ----------------- -----------------
Total current assets 622,062 572,862 582,175
----------------- ----------------- -----------------
PROPERTY:
Land 110,065 97,207 105,688
Buildings and leasehold improvements 458,028 416,442 428,822
Equipment and fixtures 413,119 360,564 361,313
Beverage licenses 8,111 7,570 7,985
----------------- ----------------- -----------------
Total property, at cost 989,323 881,783 903,808
Less accumulated depreciation 410,070 364,662 374,798
----------------- ----------------- -----------------
Property, net 579,253 517,121 529,010
GOODWILL 136,189 130,530 136,665
OTHER ASSETS 20,704 15,458 22,473
----------------- ----------------- -----------------
TOTAL $ 1,358,208 $ 1,235,971 $ 1,270,323
================= ================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 245,479 $ 234,278 $ 187,835
Short-term borrowings 20,000 -- --
Employee compensation and benefits 77,903 76,340 74,648
Taxes payable 52,045 32,132 53,026
Current portion of long-term debt 3,081 3,027 3,042
Other 31,041 33,671 33,344
----------------- ----------------- -----------------
Total current liabilities 429,549 379,448 351,895
----------------- ----------------- -----------------
LONG-TERM DEBT 223,316 151,422 181,180
DEFERRED INCOME TAXES AND
OTHER LONG-TERM LIABILITIES 32,399 32,699 34,554
----------------- ----------------- -----------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock (37,381,000, 39,346,000
and 39,385,000 shares outstanding) 18,691 19,673 19,692
Additional capital 136,351 133,642 135,358
Common stock contribution to Profit Sharing Plan -- -- 10,181
Retained earnings 517,902 519,087 537,463
----------------- ----------------- -----------------
Total stockholders' equity 672,944 672,402 702,694
----------------- ----------------- -----------------
TOTAL $ 1,358,208 $ 1,235,971 $ 1,270,323
================= ================= =================
</TABLE>
See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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<PAGE>
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
For the Three Quarters Ended
OCTOBER 26, October 28,
2000 1999
---------------- ---------------
-------------(Thousands)-----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 36,871 $ 45,090
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 46,060 38,388
Amortization 4,925 1,850
Deferred income taxes and other (6,418) 3,896
Amortization of restricted stock awards 2,092 2,193
Common stock contribution to benefit plan and
tax benefits credited to stockholders' equity (182) 838
Changes in assets and liabilities:
Pharmacy and other receivables (8,462) (16,230)
Merchandise inventories (16,917) (28,545)
Other current assets 4,172 (6,548)
Current liabilities 57,617 35,563
---------------- ---------------
Net cash provided by operating activities $ 119,758 $ 76,495
---------------- ---------------
INVESTING ACTIVITIES:
Payments for property additions and acquisitions (103,210) (193,920)
Receipts from property dispositions 2,105 17,836
---------------- ---------------
Net cash used in investing activities (101,105) (176,084)
---------------- ---------------
FINANCING ACTIVITIES:
Dividend payments (16,091) (16,489)
Proceeds from borrowings, net 63,380 129,351
Repurchase of common stock (47,534) --
Sale (repurchase) of common stock to (from) Profit Sharing Plan (4,906) 1,020
---------------- ---------------
Net cash (used in) provided by financing activities (5,151) 113,882
---------------- ---------------
INCREASE IN CASH AND EQUIVALENTS 13,502 14,293
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 16,404 14,976
---------------- ---------------
CASH AND EQUIVALENTS AT END OF PERIOD $ 29,906 $ 29,269
================ ===============
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
Incurred current liabilities related to the Rite Aid asset acquisition -- $13,633
</TABLE>
See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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<PAGE>
STATEMENTS OF CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY
For the Year Ended January 27, 2000 and Three Quarters Ended October 26, 2000
<TABLE>
<CAPTION>
COMMON
STOCK GUARANTEE
COMMON STOCK CONTRIBUTIONS OF PROFIT TOTAL
---------------- ADDITIONAL TO PROFIT SHARING RETAINED STOCKHOLDERS'
(Thousands) SHARES AMOUNT CAPITAL SHARING PLAN PLAN DEBT EARNINGS EQUITY
<S> <C> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 28, 1999 38,946 $19,473 $119,961 $ 9,834 $(911) $490,482 $638,839
-------------------------------------------------------------------------------------------------------------------------------
Net income 68,974 68,974
Dividends ($.56 per share) (21,997) (21,997)
Profit Sharing Plan:
Issuance of stock for FY99 contributions 269 134 9,700 (9,834) 0
Stock portion of FY00 contribution 10,181 10,181
Sale of stock to plan 70 35 1,981 2,016
Reduction of plan debt 911 911
Restricted stock awards, net 100 50 2,882 2,932
Tax benefits related to stock awards 834 834
Tax benefits related to employee stock plans 4 4
-------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 27, 2000 39,385 19,692 135,358 10,181 0 537,463 702,694
-------------------------------------------------------------------------------------------------------------------------------
UNAUDITED:
Net income 36,871 36,871
Dividends ($.42 per share) (16,091) (16,091)
Profit Sharing Plan:
Issuance of stock for FY00 contributions 550 275 9,906 (10,181) 0
Sale of stock to plan 46 23 1,030 1,053
Purchase of stock from plan (298) (149) (5,810) (5,959)
Restricted stock awards, net 161 81 2,011 2,092
Tax benefits related to stock awards (182) (182)
Repurchase of common stock (2,463) (1,231) (5,962) (40,341) (47,534)
-------------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 26, 2000 37,381 $18,691 $136,351 $ 0 $ 0 $517,902 $672,944
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The Condensed Consolidated Financial Statements include Longs Drug
Stores Corporation (Company) and its wholly-owned subsidiary, Longs Drug
Stores California, Inc. All inter-company accounts and transactions have
been eliminated. The statements have been prepared on a basis consistent
with the accounting policies described in the Annual Report of the Company
previously filed with the Commission on Form 10-K for the year ended
January 27, 2000, and reflect all adjustments and eliminations which are,
in management's opinion, necessary for a fair statement of the results for
the periods presented. The Condensed Consolidated Financial Statements for
the periods ended October 26, 2000, and October 28, 1999, are unaudited.
The Condensed Consolidated Balance Sheet at January 27, 2000, and Condensed
Consolidated Statement of Stockholders' Equity for the year then ended,
presented herein, have been derived from the audited consolidated financial
statements of the Company included in the Form 10-K for the year ended
January 27, 2000.
2. Certain reclassifications have been made to prior year financial
statements in order to conform to current financial statement
presentation.
3. The financial statements have been prepared using the Last-In-First-Out
(LIFO) method of accounting for inventories. The excess of specific cost
inventory over LIFO valuation was $157.7 million at October 26, 2000,
$149.3 million at October 28, 1999, and $151.0 million at January 27,
2000. A final valuation of inventory under the LIFO method can be made
only after year end based on ending inventory levels and inflation rates
for the year. Interim LIFO calculations are based on management's
estimates of year-end inventory levels and inflation rates for the year.
4. The Company has an unsecured committed revolving line of credit of
$130.0 million, which expires on October 14, 2004, and accrues interest at
LIBOR-based rates. At the end of the third quarter fiscal 2001, $100.0
million was outstanding under this line of credit with a weighted average
interest rate of 7.54%. The amount outstanding has been included in
long-term debt, as the Company does not plan to pay down this line of
credit over the next twelve-month period. The Company also has available
two unsecured and uncommitted lines of credit each with a $10 million
credit limit which expire December 10, 2000, and February 7, 2001,
respectively. Also, an additional open-ended promissory note program is
available to the Company for multiple loans priced at the time of
placement. At the end of third quarter fiscal 2001, $20.0 million was
outstanding under these facilities and has been classified as short-term
borrowings. Additionally, the Company has other long-term debt associated
with an equity investment in Rx America and private placement financing
which amount to approximately $123.3 million and mature at various dates
from 2003 to 2017 at interest rates ranging from 5.85% to 7.85%. Debt
agreements contain various quarterly financial covenants that limit maximum
debt to capitalization and minimum fixed charge coverage ratios. At October
26, 2000, the Company was in compliance with restrictions and limitations
included in these provisions.
5. The Company authorized the repurchase of up to 2,000,000 shares of its
common stock in November 1999. The authorization provided for a maximum
expenditure of $80 million and expires in November 2004. The Company
authorized the acquisition of an additional $35 million of common stock in
February 2000, and authorization for such purchases expired June 30, 2000.
As of the third quarter of fiscal 2001, 2,761,025 shares of common stock
were repurchased year-to-date with a total cost of $53.5 million. In
addition, the Company sold 45,688 shares of common stock back to the Profit
Sharing Plan for $1.1 million, resulting in net stock repurchases of $52.4
million. There were no stock repurchases during the third quarter of fiscal
2001. Stock repurchases are made at the discretion of the Board of
Directors and are dependent upon the market price and available cash.
-6-
<PAGE>
6. The following is a reconciliation of the number of shares (denominator)
used in the Company's basic and diluted net income per share computations
(shares in thousands):
<TABLE>
<CAPTION>
For the Quarter Ended For the Three Quarters Ended
--------------------- ----------------------------
October 26, 2000 October 28, 1999 October 26, 2000 October 28, 1999
---------------- ---------------- ---------------- ----------------
Earnings Earnings Earnings Earnings
Shares Per Share Shares Per Share Shares Per Share Shares Per Share
------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Basic ..................... 36,986 $.21 39,021 $.32 37,914 $.97 38,955 $1.16
Effect of Dilutive
Restricted Stock Awards.... 145 -- 98 -- 130 -- 124 (.01)
Effect of Dilutive
Stock Options.............. 3 -- -- -- 6 -- -- --
Diluted.................... 37,134 $.21 39,119 $.32 38,050 $.97 39,079 $1.15
</TABLE>
7. New Accounting Pronouncement
In 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which established
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts (collectively
referred to as derivatives) and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure these instruments at fair
value. In June 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective
Date of FASB Statement No. 133" which defers the effective date of SFAS No.
133 until the Company's fiscal year 2002. The FASB further amended SFAS No.
133 to address implementation issues by issuing SFAS No. 138, "Accounting
for Certain Derivative Instruments and Certain Hedging Activities -- an
amendment of FASB Statement No. 133," in June 2000. The Company expects to
adopt SFAS No. 133, as amended by SFAS No. 138, effective January 26, 2001.
The Company is currently evaluating the effect that SFAS No. 133 will have
on the consolidated financial position and results of operations.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
SALES
Third quarter fiscal 2001 sales increased 12.3% to $973.8 million compared to
$866.9 million in the same quarter prior year. Incremental sales from the stores
acquired in fiscal 2000 contributed 7.5% of total sales growth. Total same store
sales increased 3.6% as compared to the corresponding quarter of fiscal 2000, an
improvement over the second quarter's growth over the corresponding quarter of
3.2%.
Pharmacy sales increased 18.1% for the third quarter led by a 7.7% increase in
the average retail price per prescription and a 9.7% increase in script volume.
Pharmacy sales from the acquired stores represented 7.1% of total pharmacy sales
growth. Pharmacy same store sales increased 10.1% over the same quarter of the
prior fiscal year. Pharmacy sales represented 42.3% of total sales in the third
quarter, up from 40.2% in the same quarter prior year. The percentage of
pharmacy sales sold through third party plans (including the Longs 65 Plus
Senior Savings Program) increased to 90.1% compared to 85.9% in the same quarter
prior year.
Front-end sales increased 8.5% for the third quarter with sales from the
acquired stores representing 7.8% of the front-end sales growth. Same store
front-end sales as compared to the corresponding quarter of fiscal 2000
decreased 0.7% compared to the corresponding prior year period.
Year-to-date total sales rose 11.4% to $2.9 billion compared to $2.6 billion in
the prior year. Year-to-date same store total sales increased 3.1%. Total sales
from the acquired stores represented 7.3% of the year-to-date total sales
growth.
Year-to-date pharmacy sales were up 16.9% with front-end sales up 7.9%. The
acquired stores represented 6.9% of the year-to-date pharmacy sales growth and
7.7% of the year-to-date front-end sales growth. Year-to-date same store
pharmacy sales were up 9.5% with front-end same store sales down 1.1%.
GROSS MARGINS
Gross margin dollars (including LIFO) for the third quarter increased 7.4% to
$249.1 million from $231.9 million in the same quarter last year. Gross margin
as a percent of sales declined to 25.58% versus 26.76% for the third quarter
prior year. The overall margin decline was due primarily to lower pharmacy
margins, resulting in part from a sharp increase in third-party reimbursed
pharmacy sales as a percentage of total sales, lower front-end store margins and
the performance decline of third-party warehouse operations caused primarily by
operational and staffing issues.
The Company uses the Last-In First-Out (LIFO) method of inventory valuation. The
LIFO provision was $1.6 million for the third quarter compared to $1.8 million
in the same period prior year. Year-to-date, the LIFO provision was $6.8 million
compared to $2.7 million for the same period last year.
OPERATING AND ADMINISTRATIVE EXPENSES
In third quarter fiscal 2001, operating and administrative expenses (excluding
interest, legal settlements, and partial sale of joint venture assets) decreased
as a percent of sales to 24.0% from 24.4% for the third quarter of the prior
fiscal year. This reduction reflected the Company's efforts to reduce wages,
advertising, supplies, and miscellaneous expenses. These improvements were
partially offset by higher occupancy and facility expenses related to new and
acquired stores. Year-to-date operating and administrative expenses (excluding
interest, legal settlements and partial sale of joint venture assets) were flat
to prior year at 23.6%.
-8-
<PAGE>
Third quarter results included a $2.9 million pre-tax benefit resulting from the
reduction of a reserve for legal settlements established in the second quarter.
This amount was partially offset by a $1.6 million loss on the partial sale of
joint venture assets. Year-to-date results include a $5.2 million pre-tax
benefit comprised of the Company's share of the Brand Name Prescription Drug
Antitrust Litigation settlement partially offset by the settlement of the
previously reported class action lawsuit regarding the employment classification
of certain employees and the loss from the partial sale of joint venture assets.
INCOME BEFORE TAXES/NET INCOME
Income before taxes decreased to $12.4 million from $20.4 million for the same
quarter prior year. Net interest expense for the third quarter was $4.5 million
compared to $0.5 million in the same quarter last year. Interest expense
increased compared to prior year due to growth in borrowings for acquired
stores, new stores opened last year and stock repurchases.
The Company's effective tax rate for the third quarter was 37.95% compared to
39.26% in the same quarter last year. The decline in tax rate was primarily
caused by increased tax credits on a lower taxable income base.
Net income decreased to $7.7 million compared to $12.4 million for the third
quarter last year. Diluted earnings per share were $0.21 per share compared to
$0.32 per share last year.
Year-to-date net income decreased 18.0% to $36.9 million compared to $45.1
million for the first three quarters of the prior fiscal year. Year-to-date
diluted earnings per share decreased 15.7% to $0.97 per share compared to $1.15
per share last year.
LIQUIDITY AND CAPITAL RESOURCES
CASH POSITION
Cash provided by operating activities for the first three quarters of fiscal
2001, ending October 26, 2000, increased by $43.3 million compared to the prior
fiscal year primarily due to an increase in accounts payable.
Cash used in investing activities for the three quarters of fiscal 2001, ending
October 26, 2000, decreased by $75.0 million primarily due to the prior year
acquisition of stores from Rite Aid Corporation, partially offset by current
year expenditures related to the development of the Company's e-retailing
initiative.
During third quarter of fiscal 2001, the Company opened eight new stores and
closed one store. The Company intends to open an additional five new stores
during the remainder of the year, bringing the total number of new stores to
eighteen for fiscal 2001. As of the end of fiscal 2001, the total number of
stores is expected to be 431.
Net capital expenditures for the three quarters were $101.0 million. The Company
estimates its capital expenditures for fiscal 2001 to be approximately $150
million, supporting the increase in new stores and continued investment in
technology.
The Company authorized the repurchase of up to 2,000,000 shares of its common
stock in November 1999. The authorization provided for a maximum expenditure of
$80 million and expires in November 2004. The Company authorized the acquisition
of an additional $35 million of common stock in February 2000, and authorization
for such purchases expired June 30, 2000. The Company made no stock repurchases
during the third quarter. Total net stock repurchases for the first three
quarters of this fiscal year were 2,715,337 shares of common stock at $52.4
million. These repurchases included 1.3 million shares from the Vera M. Long
Estate, as well as other shares repurchased from the T.J. Long Foundation, the
Company's Profit Sharing Plan, and open market purchases. Stock repurchases are
made at the discretion of the Board of Directors and are dependent upon the
market price and available cash.
The Company has an unsecured committed revolving line of credit of $130.0
million, which expires on October 14, 2004, and accrues interest at LIBOR-based
rates. At the end of the third quarter fiscal 2001, $100.0 million was
outstanding under this line of credit with a weighted average interest rate of
7.54%. The amount
-9-
<PAGE>
outstanding has been included in long-term debt, as the Company does not
plan to pay down this line of credit over the next twelve-month period. The
Company also has available two unsecured and uncommitted lines of credit each
with a $10 million credit limit, which expire December 10, 2000, and February 7,
2001, respectively. An additional open-ended promissory note program is
available to the Company for multiple loans priced at the time of placement. At
the end of third quarter fiscal 2001, $20 million was outstanding under these
facilities and has been classified as short-term borrowings. Additionally, the
Company has other long-term debt associated with an equity investment in Rx
America and private placement debt financing which aggregate to approximately
$123.3 million and mature at various dates from 2003 to 2017 at interest rates
ranging from 5.85% to 7.85%. Debt agreements contain various quarterly financial
covenants that include limiting maximum debt to capitalization and minimum fixed
charge coverage ratios. At October 26, 2000, we were in compliance with
restrictions and limitations included in these provisions.
FORWARD-LOOKING INFORMATION
This quarterly report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. Such statements relate to, among other things, pharmacy sales
trends, prescription margins, margin improvement, third-party warehouse
performance, number of store openings, and the level of capital expenditures,
and are indicated by words or phrases such as "continuing," "expects,"
"estimates," "believes" and other similar words or phrases. These statements are
based on our current plans and expectations and involve risks and uncertainties
that could cause actual events and results to vary materially from those
included in or contemplated by such statements. These risks and uncertainties
include, among other things, changes in economic conditions generally or in the
markets served by us; consumer preferences and spending patterns; competition
from other drugstore chains, supermarkets, other retailers and mail order
companies; changes in state or federal legislation or regulations; the efforts
of third-party payors to reduce prescription drug costs; the availability and
cost of real estate and construction; accounting policies and practices; our
ability to hire and retain pharmacists and other store and management personnel;
relationships with our suppliers; our ability to successfully implement new
computer systems and technology; adverse determinations with respect to
litigation or other claims; and other factors discussed in this quarter report,
our annual report, or any other SEC filing. We assume no obligation to update
our forward-looking statements to reflect subsequent events or circumstances.
-10-
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
The Company's buyback of shares caused Ariel Capital Management,
Inc., to own greater than 15% of the outstanding Common Stock of
the Company. Therefore, the Company amended its Rights Agreement
to allow for ownership by Ariel Capital Management, Inc. of up to
(i) 5,700,000 shares of Common Stock of the Corporation, or (ii)
15% of the total number of outstanding shares of Common Stock of
the Corporation, whichever is more.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
3(a) Bylaws, as amended.
4(a) Amendment to Shareholder Rights Agreement of Longs Drug
Stores Corporation dated August 15, 2000, between the
Company and Chase Mellon Shareholder Services, L.L.C.
(a) There have been no reports on Form 8-K filed during the
quarter ended October 26, 2000.
-11-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LONGS DRUG STORES CORPORATION
----------------------------------------------
(REGISTRANT)
Date: December 11, 2000 /s/ Grover L. White
------------------- ----------------------------------------------
Grover L. White
Vice President, Controller
(Principal Accounting Officer)
/s/ Steven F. McCann
----------------------------------------------
Steven F. McCann
Senior Vice President -- Financial Officer
and Treasurer
(Chief Financial Officer)
-12-
