SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
AMENDMENT NO. 4
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 4
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. 4 to the Schedule 14D-1 also
constitutes Amendment No. 4 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 27, 1995, Parent received a request
for additional information (a "Second Request") from the
Federal Trade Commission (the "FTC") with respect to the
Offer. Accordingly, the Hart-Scott-Rodino waiting period,
which was originally scheduled to expire at 11:59 p.m., New
York City time, on December 27, 1995, will be extended and
will now expire at 11:59 p.m., New York City time, on the
tenth calendar day after the date that Parent substantially
complies with the Second Request.
In addition, on December 28, 1995, Parent issued a
press release which announced the receipt of the Second
Request and that Parent and the Purchaser have extended the
expiration date of the Offer to 7:00 p.m., New York City
time, on Tuesday, January 16, 1996. The Offer had
previously been scheduled to expire at 12:00 midnight, on
Tuesday, January 2, 1996. A copy of the press release is
filed herewith as exhibit (a)(12) and is incorporated by
reference herein.
On December 26, 1995, a purported consumer class action
entitled Ruth Brady, et al. v. Rite Aid Corporation, Case
No. 1:95 CV 2793 was filed in the United States District
Court for the Northern District of Ohio, Eastern Division.
The complaint was filed on behalf of customers of Revco
stores against Rite Aid alleging that Rite Aid's proposed
acquisition of Revco violates the federal antitrust laws
because the alleged effect of the acquisition may be to
lessen competition or it may tend to create a monopoly. The
complaint seeks a preliminary and permanent injunction
enjoining Rite Aid from acquiring Revco, or rescission of
the acquisition if it is consummated; a preliminary
injunction enjoining Rite Aid from voting any Revco shares
or exercising any influence or control over Revco; and an
award of the costs of the litigation, including attorneys'
fees. On December 26, 1995, the plaintiff filed a Motion
For Preliminary Injunction seeking such relief. A copy of
the Brady complaint is filed herewith as exhibit (h) and is
incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Text of Press Release, dated December 28,
1995, issued by Parent.
(h) Complaint entitled Ruth Brady, et al. v. Rite Aid
Corporation, filed in the United States District Court for
the Northern District of Ohio, Eastern Division.
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 28, 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)(12) Text of Press Release, dated December
28, 1995, issued by Parent.
(h) Complaint entitled Ruth Brady, et al. v.
Rite Aid Corporation, filed in the United
States District Court for the Northern
District of Ohio, Eastern Division.
(RITE AID
CORPORATION - LOGO)
CONTACTS: MEDIA: INVESTORS:
SUZANNE MEAD FRANK BERGONZI
VP Corporate Communications Executive VP and CFO
(717) 975-5887 (717) 975-5750
ADAM MILLER
Abernathy MacGregor Scanlon
(212) 371-5999
FOR IMMEDIATE RELEASE
FTC ASKS RITE AID FOR ADDITIONAL INFORMATION
CONCERNING OFFER FOR REVCO; RITE AID EXTENDS OFFER
______________________________________________________
CAMP HILL, PA, December 28, 1995 -- Rite Aid Corporation
(RAD: NYSE, PSE) today announced that it received a request for
additional information from the Federal Trade Commission with
respect to its subsidiary's $27.50 per share cash tender offer to
purchase 35,144,833 shares of common stock of Revco D.S., Inc.
(RXR: NYSE). Accordingly, the Hart-Scott-Rodino waiting period,
which was originally scheduled to expire at 11:59 p.m., New York
City time, on December 27, 1995, will be extended and will now
expire at 11:59 p.m., New York City time, on the tenth calendar
day after the date that Rite Aid substantially complies with the
second request.
Rite Aid said that it intends to comply with the FTC's
second request as expeditiously as practicable. In addition, Rite
Aid and its subsidiary Ocean Acquisition Corporation announced
today that they have extended the expiration date of Ocean
Acquisition's $27.50 per share cash tender offer for Revco common
stock to 7:00 p.m., New York City time, on Tuesday, January 16,
1996. The offer had previously been scheduled to expire at 12:00
midnight, on Tuesday, January 2, 1996. As of 5:00 p.m. New York
City time on December 27, 1995, 2,879,386 shares of Revco common
stock had been validly tendered in the offer.
- more -
As previously announced, the tender offer is being made
pursuant to a merger agreement between Rite Aid, Ocean Acquisition
and Revco. The tender offer will be followed by a second-step
merger in which each share of Revco not acquired in the tender
offer will be converted into the right to receive Rite Aid common
stock and/or under certain circumstances, cash.
Rite Aid Corporation, based in Camp Hill, Pennsylvania,
is the nation's largest drugstore chain, with over 2,700 stores in
21 states and the District of Columbia. 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.
# # #
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF OHIO
EASTERN DIVISION
- - - - - - - - - - - - - - - - - x CASE NO. 1:95CV 2793
RUTH BRADY et al.,
:
Plaintiffs,
:
-vs- COMPLAINT FOR INJUNCTIVE
: RELIEF
RITE AID CORPORATION,
:
Defendant.
:
- - - - - - - - - - - - - - - - - x
Ruth Brady, on behalf of herself and the members of the
plaintiff class alleged herein, for their Complaint against Rite
Aid Corp. ("Rite Aid"), allege as follows:
THE PARTIES AND CLASS ALLEGATION
1. On information and belief, Rite Aid is a Delaware
corporation, headquartered in Camp Hill, PA.
2. Plaintiff Ruth Brady resides and works in
Cleveland, Ohio.
3. Plaintiff Brady is a purchaser of retail goods for
personal use, i.e., a "consumer."
4. Plaintiff Brady is customer of Revco stores,
primarily in the Cleveland, Ohio metropolitan area, and she is
the named member of the plaintiff class alleged herein.
5. The plaintiff class is, in the alternative, (a) all
Revco customers in the Cleveland metropolitan area, (b) all Revco
customers in the State of Ohio, (c) all customers of Revco stores
in cities where Rite Aid and Revco both operate at least one
store, or, (d) all customers of Revco stores in the United
States.
6. Plaintiffs submit that (a) the class is so numerous
that joinder of all members in impracticable; (b) there are
questions of law and fact common to the class; (c) the claims of
the representative party, Ms. Brady, are typical of the claims of
the class; and (d) the representative party, Ms. Brady, will
fairly and adequately protect the interests of the class.
NATURE OF ACTION, JURISDICTION, AND VENUE
7. In bringing this action, plaintiffs seek
preliminary and permanent relief enjoining Rite Aid from
acquiring Revco, or, if the transaction has been completed,
plaintiffs seek an order by this Court requiring recision of the
acquisition.
8. Pending determination of this action, plaintiffs
seek an order preliminarily enjoining Rite Aid from acquiring any
shares of Revco stock, voting any shares of Revco stock and
exercising any influence or control over Revco or Revco's
management and policies.
9. The Court has jurisdiction over plaintiffs' claims
pursuant to 28 U.S.C. SECTION 1331 and SECTION 1337(a), and Section 16
of the Clayton Act, 15 U.S.C. SECTION 26.
10. Venue is proper in this district pursuant to 15
U.S.C. SECTION 22 and 28 U.S.C. SECTION 1391(c).
FACTUAL BACKGROUND
11. On information and belief, the proposed
acquisition became public on or about Nov. 29, 1995.
12. On information and belief, the proposed
acquisition would nearly double Rite Aid's size.
13. The proposed merger continues a "buying binge" by
Rite Aid, Plain Dealer, Nov. 30, 1995. On information and
belief, Rite Aid has acquired six companies with more than 300
stores in the last two years alone.
14. The drug store industry has been experiencing
widespread consolidation for years. On information and belief,
since 1990, more than 9,000 independent pharmacies -- including
hundreds in Ohio -- have closed.
15. On information and belief, Rite Aid would close
300 stores as a consequence of the proposed acquisition.
16. The proposed acquisition will contribute to higher
concentration among firms in the drug store industry.
17. On information and belief, Rite Aid would have the
highest market share in over 75 percent of the markets in which
it operates following the proposed merger.
18. The acquisition of Revco would decrease
competition in the drug store industry by eliminating a large,
visible competitor, Revco.
19. On information and belief, Rite Aid defends the
acquisition on the basis that it will produce "big" economies of
scale.
20. There is already significant concentration in the
drug store industry in Northeast Ohio and Greater Cleveland
without the merger. On information and belief, the top 4
competitors in Greater Cleveland have at least a 66% combined
share of the market.
21. Rite Aid is listed as having an 11% share of the
Greater Cleveland drug store market, the third largest share in
that market despite Rite Aid's number one rank nationally.
22. On information and belief, Rite Aid would have the
largest market share in Greater Cleveland, at least 32%, upon
completion of the proposed acquisition.
23. On information and belief, the economies of scale
in the drug store industry are a significant barrier for firms
wishing to enter the industry.
24. On information and belief, Revco is not a "failing
company" as defined in cases interpreting Section 7.
25. Plaintiffs allege that the effect of the proposed
acquisition may be substantially to lessen competition, or tend
to create a monopoly.
26. On information and belief, the proposed
acquisition would result in higher prices -- either in the near
term or eventually -- for some or all of the goods plaintiffs
currently buy at Revco stores and thereby plaintiffs would
sustain a loss or damage by a violation of the antitrust laws if
the proposed merger is consummated.
27. On information and belief, some drug stores that
plaintiffs now patronize would be closed pursuant to the proposed
merger, resulting in loss or damage to plaintiffs by a violation
of the antitrust laws in the form of decreased convenience.
28. On information and belief, the selection of goods
now available to them in drug stores would diminish pursuant to
the proposed merger, causing plaintiffs loss or damage by a
violation of the antitrust laws.
COUNT ONE
29. Plaintiffs incorporate by reference the
allegations contained in Paragraphs 1 through 28 of this
Complaint.
30. Section 7 forbids the acquisition of Revco by Rite
Aid as the transaction's effect may be substantially to lessen
competition or tend to create a monopoly.
31. To vindicate the mandate of Section 7, the Court
should preliminarily and permanently enjoin the subject
transaction or order recision of it if it has already been
consummated. This Court should also enjoin Rite Aid from buying
any more Revco stock or taking any action integrating the two
company's operations.
WHEREFORE, plaintiffs pray for the following relief:
On Count One, a preliminary and permanent injunction
enjoining Rite Aid from acquiring Revco, or ordering recision of
the transaction if it has already been consummated; and
An order that Rite Aid be preliminarily enjoined from
(a) acquiring or attempting to take any further action
to acquire any shares of Revco stock;
(b) voting in any manner any Revco shares; and
(c) exercising or seeking to exercise, directly or
indirectly, any influence or control over Revco or
Revco's management or policies;
An award of the costs of this litigation, including
reasonable attorney fees; and
Any and all other relief as the Court deems just and
proper.
Respectfully submitted:
/s/ William M. Saks
William M. Saks (0055472)
2511 Overlook Road
Cleveland Heights, Ohio 44106
(216) 321-7335
Attorney for Plaintiffs
