SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d) of
the Securities Exchange Act of 1934
HOOK-SUPERX, INC.
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
To Registration Statement on Form 8-A
dated June 29, 1992 relating to
Preferred Stock Purchase Rights
Delaware 1-11122 31-1186877
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
175 Tri-County Parkway, Cincinnati, Ohio 45246-3222
(Address of principal executive offices) (Zip Code)
The undersigned registrant hereby amends the following
items, financial statements, exhibits or other portions of
its Registration Statement on Form 8-A as set forth in the
pages attached hereto:
1. Item 1. Description of Registrant's Securities
to be Registered.
2. Item 2. Exhibits.
Exhibit Index Appears on Page 2
Page 1 of 3 Pages
<PAGE>
1. ITEM 1. Description of Registrant's Securities to be Registered.
On April 1, 1994, the Board of Directors of Hook-
SupeRx, Inc., a Delaware corporation (the "Company"),
approved an Amendment, dated as of March 30, 1994, to the
Rights Agreement, dated as of June 3, 1992 (the "Rights
Agreement"), between the Company and The Bank of New York, a
New York banking corporation (the "Bank"), pursuant to
which, among other things, the definition of an "Acquiring
Person" under the Rights Agreement was amended to exclude
Revco D.S., Inc., a Delaware corporation ("Revco"), and HSX
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Revco ("Acquisition Sub"), if they obtained
Beneficial Ownership (as defined in the Rights Agreement) of
more than the permitted percentage of common stock, $.01 par
value per share, of the Company solely as a result of the
execution, delivery and performance of the Agreement and
Plan of Merger, dated as of March 31, 1994, between the
Company, Revco and Acquisition Sub and the Voting Agreement,
dated as of March 31, 1994, among Revco, Acquisition Sub and
certain of the shareholders of the Company specified therein
(as such agreements may be amended from time to time).
2. ITEM 2. Exhibits.
Item 2 is amended by adding a new Exhibit as follows:
* Amendment to Rights Agreement, dated as of March
30, 1994, between Hook-SupeRx, Inc. and The Bank
of New York
EXHIBIT INDEX
Exhibit
Number Description
2. Amendment to Rights Agreement, dated as of
March 30, 1994, between Hook-SupeRx, Inc.
and The Bank of New York
Page 2 of 3 Pages
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment
to be signed on its behalf by the undersigned hereunto duly
authorized.
HOOK-SUPERX, INC.
(Registrant)
Date: June 27, 1994 By:
___________________________
Timothy M. Mooney
Senior Vice President, Chief
Financial Officer
Page 3 of 3 Pages
Exhibit 2
<PAGE>
AMENDMENT TO
RIGHTS AGREEMENT
Amendment, dated as of March 30, 1994 (this
"Amendment"), to the Rights Agreement, dated as of June
3, 1992 (the "Rights Agreement"), between Hook-SupeRx,
Inc., a Delaware corporation (the "Corporation"), and
The Bank of New York, a New York banking corporation
(the "Bank").
WHEREAS, the Corporation intends to enter into an
Agreement and Plan of Merger between the Corporation,
Revco D.S., Inc., a Delaware corporation ("Revco"), and
HSX Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Revco ("Acquisition Sub"),
pursuant to which, among other things, Acquisition Sub
will merge with and into the Corporation on the terms
and subject to the conditions set forth therein (the
"Merger Agreement");
WHEREAS, concurrently with the execution of Merger
Agreement, Broad Street Investment Fund I, L.P., Stone
Street Fund 1986, Bridge Street Fund 1986, Goldman,
Sachs & Co., and The Kroger Co. (collectively, the
"Shareholders"), intend to enter into a Voting Agreement
with Revco and Acquisition Sub pursuant to which the
Shareholders will agree on the terms set forth therein
to, among other things, vote the shares of Common Stock,
par value $.01, of the Corporation ("Common Shares")
owned by them in the manner set forth therein (the
"Voting Agreement");
WHEREAS, the parties hereto desire, prior to the
execution of the Merger Agreement and the Voting
Agreement, to amend the Rights Agreement to provide that
neither Revco nor Acquisition Sub shall be deemed an
Acquiring Person under the Rights Agreement to the
extent they may be deemed to become the Beneficial Owner
of Common Shares as a result of the execution, delivery
or performance of either or both the Merger Agreement
and the Voting Agreement.
NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein set forth, the parties
hereby agree as follows:
1. Acquiring Person. Section 1(a) of the Rights
Agreement is hereby amended as follows:
a. Deleting the word "or" immediately prior
to "(vi)."
b. Adding the following provision at the end
of the first sentence thereof:
<PAGE>
"or (vii) becomes the Beneficial Owner of
more than the permitted percentage of
Common Shares as a result of the
execution, delivery or performance of
either or both of the Agreement and Plan
of Merger dated as of March 31, 1994,
among the Corporation, Revco, D.S., Inc.,
a Delaware corporation ("Revco") and HSX
Acquisition Corp., a Delaware corporation
("Acquisition Sub"), and the Voting
Agreement, dated as of March 31, 1994,
among Revco, Acquisition Sub, Broad Street
Fund I, L.P., Stone Street Fund 1986,
Bridge Street Fund 1986, Goldman, Sachs &
Co. and The Kroger Company (as such
agreements may be amended from time to
time)."
2. Binding Effect. Except as amended hereby, the
Rights Agreement shall remain in full force and effect
and shall, as amended hereby, continue to be a valid and
binding agreement, enforceable in accordance with its
terms.
3. Counterparts: Facsimile Signature. This
Amendment may be executed in any number of counterparts
all of which, when taken together, shall constitute one
and the same instrument. The parties hereto agree that
this Amendment shall be deemed properly executed for all
purposes upon receipt by each of an executed facsimile
thereof with originals thereof to follow.
4. Effective Date. The provisions of this
Amendment shall be deemed to be effective immediately
prior to the execution of the Merger Agreement and the
Voting Agreement. This Amendment shall be deemed void
ab initio if the Merger Agreement has not been executed
by April 4, 1994.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and attested, all as
of the date and year first above-written.
THE BANK OF NEW YORK
By /s/ John I. Sivertsen
John I. Sivertsen
Vice President
HOOK-SUPERX, INC.
By /s/ Philip E. Beekman
Philip E. Beekman
President
