SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
AMENDMENT NO. 2
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 2
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
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Ocean Acquisition Corporation, a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of Rite Aid
Corporation, a Delaware corporation ("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.2 to the Schedule 14D-1 also
constitutes Amendment No.2 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 10 ADDITIONAL INFORMATION.
(e) On December 12, 1995, Parent made the HSR Filing
and accordingly, the waiting period with respect to the
Offer will expire at 11:59 p.m., New York City time, on
December 27, 1995 unless early termination of the waiting
period is granted or Parent receives a request for
additional information or documentary material prior
thereto. In addition, Parent has received requests for
information from three state attorneys general and intends
to cooperate with such attorneys general.
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 12, 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
