SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
AMENDMENT NO. 1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 1
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"), 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.1 to the Schedule 14D-1 also
constitutes Amendment No.1 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)(9) Text of Press Release, dated December 4,
1995, issued by Parent.
(a)(10) Form of Memorandum and Direction Form
Regarding 401(k) Savings 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 5, 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)(9) Text of Press Release, dated December
4, 1995, issued by Parent.
(a)(10) Form of Memorandum and Direction Form Regarding
401(k) Savings Plan.
CONTACTS: MEDIA: INVESTORS:
SUZANNE MEAD FRANK BERGONZI
VP Corporate Communications Executive VP and CFO
(717) 975-5887 (717) 975-5750
JOELE FRANK
Abernathy MacGregor Scanlon
(212) 371-5999
FOR IMMEDIATE RELEASE
RITE AID IS COMMENCING CASH TENDER OFFER FOR 50.1% OF REVCO
_____________________________________
CAMP HILL, PA (December 4, 1995) -- Rite Aid Corporation (RAD:
NYSE, PSE) today announced that its wholly owned subsidiary, Ocean
Acquisition Corporation, is commencing its cash tender offer to
purchase 35,144,833 shares of common stock of Revco D.S., Inc. (RXR:
NYSE) or such other number of shares as equals 50.1% of the shares
outstanding on a fully diluted basis as of the expiration of the
offer, at a price of $27.50 per share in cash.
The remainder of the outstanding Revco shares would be converted
into Rite Aid stock in a second-step merger based on formulas set
forth in the merger agreement and described in the tender offer
materials. Under the formulas, the per share value of Rite Aid common
stock which stockholders of Revco would receive in the second-step
merger will be determined during a randomly selected 15-day pricing
period during the 40 trading days ending five days before the meeting
of stockholders of Revco to consider the merger. Stockholders of
Revco would receive one share of Rite Aid common stock if the average
market value of Rite Aid common stock during the pricing period is
$27.50.
If the average value of Rite Aid common stock is greater than
$27.50 during the selected 15-day pricing period, stockholders of
Revco will receive, for each Revco share, Rite Aid common stock having
a value of $27.50 plus 50% of the increase in market value of Rite Aid
common stock over $27.50, provided that in no event would Rite Aid
issue less than 0.91666 shares of Rite Aid common stock for each Revco
share in the merger. Similarly, if the average value of Rite Aid
common stock during the pricing period is less than $27.50,
stockholders of Revco will receive, fore each Revco share, Rite Aid
common stock having a value of $27.50 less 50% of the decrease in the
market value of Rite Aid common stock below $27.50, provided that in
no event would Rite Aid issue more than 1.125 shares of Rite Aid
common stock.
If the average value of Rite Aid common stock during the pricing
period is less than $27.50, Rite Aid would have the option of
delivering, for each Revco share, one share of Rite Aid common stock
plus cash in an amount equal to 50% of the decrease in market value of
Rite Aid common stock below $27.50, provided that in no event would
more than $2.75 per Revco share be paid in cash.
The tender offer will expire at 12:00 midnight, New York City
time, on Tuesday, January 2, 1996, unless the offer is extended.
The tender offer is not conditioned on obtaining financing. The
total value of the transaction is approximately $1.8 billion.
The dealer manager for the tender offer is Donaldson, Lufkin &
Jenrette Securities Corporation and the information agent is MacKenzie
Partners, Inc.
Rite Aid Corporation based in Camp Hill, Pennsylvania, is the
nation's largest drugstore chain, with over 2,700 stores in 21 states
and District of Columbia. Revco D.S., Inc., based in Twinsburg, Ohio,
operates over 2,100 stores in 14 Midwestern, Southeastern and Eastern
states and has annual sales of approximately $4.4 billion. General
information about Rite Aid including corporate background and press
releases is available, free of charge, through the company's News-On-
Demand fax service at 800-916-7788.
MEMORANDUM
401(K) SAVINGS PLAN
Date: December 5, 1995
To: All Participants in the Revco D.S., Inc. 401(k) Savings Plan
(the 'Plan') whose Accounts are Credited with
Shares of Stock of Revco D.S., Inc. (the 'Company')
Re: Tender Offer Information and Direction Form
The Northern Trust Company serves as Trustee of the above
referenced Plan in which you are a Participant. We are writing this
letter to all Plan Participants who have shares of the Company's stock
credited to their accounts in connection with the recently announced
tender offer for shares of the Company's stock by Ocean Acquisition
Corporation, a wholly owned subsidiary of Rite Aid Corporation (the
`Offer').
In general, the Plan and related Trust Agreement provide that
Plan Participants whose accounts are credited with shares of the
Company's stock may direct the Trustee how to respond to tender or
exchange offers. Therefore, enclosed for your review is the
Information that is being sent to the Company's stockholders
concerning the Offer. These materials 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 beige paper, by
which you may indicate how you wish to direct the Trustee to respond
to the Offer with respect to the shares of the Company's stock
credited to your account. Your direction form should be returned in
the enclosed envelope. In order for the shares of the Company's stock
credited to your account to be tendered in the Offer, your direction
form must be received by the Trustee's tabulating agent no later than
5:00 p.m. New York City time on Friday, December 29, 1995. In the
event the Offer is extended, the time to tender the shares of the
Company's stock credited to your account will also be extended. All
directions received from Participants will be kept strictly
confidential.
Please be aware that any Plan actions (such as investment
election changes, loans, or withdrawals) taken by you prior to the
tender deadline which reduce the number of Company shares credited to
your account will also reduce the number of shares available for you
to tender.
If you currently own shares of the Company's stock outside the
Plan, you should be receiving 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 shares of the
Company's stock credited to your account in the Plan.
Sincerely,
THE NORTHERN TRUST COMPANY
AS TRUSTEE OF THE REVCO
D.S., INC. 401(k) SAVINGS PLAN
DIRECTION FORM
To:
The Northern Trust Company
Box 1997 G.P.O.
New York, N.Y. 10117-0024
Pursuant to the Revco D.S., Inc. 401(k) Savings Plan (the 'Plan') and
related Trust Agreement, I hereby direct that you take the following
action with respect to the shares of Revco D.S., Inc. stock credited
to my account in 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.
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Date
Signed
YOUR DIRECTION FORM SHOULD BE RETURNED IN THE ENCLOSED ENVELOPE. IT
MUST BE RECEIVED NO LATER THAN 5:00 P.M. NEW YORK CITY TIME ON FRIDAY,
DECEMBER 29,1995.
