SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
AMENDMENT NO. 3
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 3
UNDER THE SECURITIES EXCHANGE ACT OF 1934
_____________
REVCO D.S., INC.
(Name of Subject Company)
_____________
RITE AID CORPORATION
OCEAN ACQUISITION CORPORATION
(Bidders)
_____________
COMMON STOCK, PAR VALUE, $.01 PER SHARE
(Title of Class of Securities)
_____________
761339 10 0
(CUSIP Number of Class of Securities)
_________________
FRANKLIN C. BROWN, ESQ.
EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL
RITE AID CORPORATION
30 HUNTER LANE
CAMP HILL, PENNSYLVANIA 17011
TELEPHONE: (717) 761-2633
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
With a Copy to:
NANCY A. LIEBERMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
_______________
Ocean Acquisition Corporation, a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of Rite Aid
Corporation, a Delaware corporation ("Parent"), and Parent
hereby amend and supplement their Statement on Schedule 14D-
1 (the "Schedule 14D-1"), filed with the Securities Exchange
Commission (the "Commission") on December 4, 1995, with
respect to the Purchaser's offer to purchase 35,144,833
shares of common stock, par value $.01 per share (the
"Shares"), of Revco D.S., Inc., a Delaware corporation (the
"Company"), at a price of $27.50 per Share, net to the
seller in cash, (such price, or such higher price per Share
as may be paid in the Offer, the "Offer Price") upon the
terms and subject to the conditions set forth in the Offer
to Purchase and in the related Letter of Transmittal (which,
as amended from time to time, together constitute the
"Offer"). This Amendment No. 3 to the Schedule 14D-1 also
constitutes Amendment No. 3 to the Statement on Schedule 13D
of the Purchaser and Parent. The item numbers and responses
thereto below are in accordance with the requirements of
Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Form of Memorandum and Direction Form
Regarding Employee Stock Purchase Plan.
SIGNATURES
After due 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.
Dated: December 18, 1995 RITE AID CORPORATION
By: /s/ Martin L. Grass
Name: Martin L. Grass
Title: Chairman of the Board and
Chief Executive Officer
OCEAN ACQUISITION CORPORATION
By: /s/ Martin L. Grass
Name: Martin L. Grass
Title: President
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(11) Form of Memorandum and Direction Form
Regarding Employee Stock Purchase Plan.
KeyCorp Shareholder Services, Inc.
4900 Tiedeman Road
Cleveland, Ohio 44144
(216) 813-4555
MEMORANDUM
1993 EMPLOYEE STOCK PURCHASE PLAN
Date: December 15, 1995
To: All Participants in the Revco D.S., Inc. 1993
Employee Stock Purchase Plan, as amended (the
"Plan") for whom Shares of Stock of Revco D.S., Inc.
(the "Company") have been purchased
Re: Tender Offer Information and Direction Form
KeyCorp Shareholder Services, Inc. serves as
tabulating agent (the "Tabulator") of the above
referenced Plan in which you are a Participant. Pursuant
to the merger agreement in which Rite Aid Corporation
would acquire the Company, the current Plan Year was
shortened to terminate on December 4, 1995. As a result,
shares of the Company's common stock were purchased on
behalf of each Participant (the "Plan Shares") based on
each Participant's contributions to the Plan since June
1, 1995. We are writing this letter to all Plan
Participants for whom Plan Shares have been purchased in
connection with the recently announced tender offer for
shares of the Company's common stock by Ocean Acquisition
Corporation, a wholly-owned subsidiary of Rite Aid
Corporation (the "Offer").
Enclosed for your review is the information that is
being sent to all the Company's stockholders concerning
the Offer. These materials contain important information
which should be read carefully before any decision is
made with respect to the Offer and include a sample
letter of transmittal (on blue paper) for reference only.
Please do not complete or return any part of the letter
of transmittal.
Also enclosed is a direction form, printed on yellow
paper, by which you may indicate how you wish to direct
the Tabulator to respond to the Offer with respect to
your Plan Shares. Your direction form should be returned
in the enclosed envelope or sent via Fax to (216) 813-
4559. In order for your Plan Shares to be tendered in
the Offer, we must receive your direction form by no
later than 5:00 p.m., Cleveland time, on Friday, December
29, 1995. In the event the Offer is extended, the time
to tender such shares will also be extended. All
directions received from Participants will be kept
strictly confidential.
You will not be receiving share certificates with
respect to your Plan Shares at this time. Unless you
request the delivery of such share certificates to you
sooner, distribution of such share certificates is
expected to be made shortly after the expiration of the
Offer.
If you currently own shares of the Company's stock
outside the Plan, you should have received separate
materials containing instructions on how to respond to
the Offer as to those shares. The enclosed direction
form may only be used to direct the tender of your Plan
Shares.
Sincerely,
KeyCorp Shareholder Services, Inc.
Tabulating Agent for
The 1993 Employee
Stock Purchase Plan
DIRECTION FORM
TO:
KEYCORP SHAREHOLDER SERVICES, INC.
P.O. BOX 6477
CLEVELAND, OH 44101-1477
(216) 813-4555
I hereby direct that you take the following action with
respect to the shares of Revco D.S., Inc. stock purchased
on my behalf pursuant to the Revco D.S., Inc. 1993
Employee Stock Purchase Plan, as amended (the "Plan") in
connection with the tender offer by Ocean Acquisition
Corporation, a wholly-owned subsidiary of Rite Aid
Corporation:
Tender all of such shares.
Tender _______________
(insert number) of such
shares only, and do not
tender the remaining
shares.
Do not tender any such
shares.
I hereby acknowledge that I am a Participant in the Plan
and that I have received a copy of the Offer to Purchase
and related tender offer materials dated December 4,
1995.
Date Signed
Your direction form should be returned in the enclosed
envelope or via Fax to (216) 813-4559. It must be
received no later than 5:00 p.m. Cleveland, Ohio time on
Friday, December 29, 1995.
