SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
FINAL AMENDMENT
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
AND
SCHEDULE 13D
FINAL AMENDMENT
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 Final Amendment to the Schedule 14D-1 also
constitutes the Final Amendment 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.
(f) On April 24, 1996, Parent issued a press release
which announced, among other things, that Parent and the
Purchaser have terminated the Offer. A copy of the press
release is filed herewith as Exhibit (a)(25) and is
incorporated herein by reference. Accordingly, the Merger
Agreement will be terminated.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(25) Text of Press Release, dated April 24, 1996,
issued by Parent.
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: April 24, 1996
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)(25) Text of Press Release, dated April 24,
1996, issued by Parent.
(RITE AID
CORPORATION - LOGO)
CONTACTS:
MEDIA:
SUZANNE MEAD
VP Corporate Communications
(717) 975-5887
INVESTORS:
FRANK BERGONZI
Executive VP and CFO
(717) 975-5750
FOR IMMEDIATE RELEASE
RITE AID CORPORATION WITHDRAWS TENDER OFFER FOR
REVCO D.S., INC.
CAMP HILL, PA, APRIL 24, 1996 -- Rite Aid
Corporation (RAD: NYSE, PSE) announced today that it has
withdrawn its tender offer for Revco D.S., Inc. The
following is a statement from Rite Aid Chairman and Chief
Executive Officer Martin Grass:
"It is apparent to us that the Federal Trade
Commission (FTC) has never been interested in reviewing the
facts surrounding our intended merger with Revco in an
impartial manner. Despite the facts presented that proved
this transaction would be pro-consumer, the FTC kept changing
the rules of the negotiation.
"When Rite Aid made an offer which totally
responded to all of the Staff's demands, the bar was raised
in such a way as to make it impossible for us to clear it.
When state negotiations were progressing, the FTC interfered
to dissuade certain states from settling before the federal
government.
"It is ironic that the Clinton administration,
which had pushed hard early in its administration for
competition in the drug provider channel, has now bowed to
the potential interests of some of the large prescription
drug manufacturers. Any careful analysis of this
acquisition, compared to all previous drugstore acquisitions,
would have led to the conclusion that Rite Aid would have to
divest 50 stores, not the 340 stores Rite Aid offered to sell
in its most recent proposal to the FTC on Monday.
"Rite Aid previously had gained approval from the
United States Department of Justice to acquire Revco in 1991.
At that time, Revco had positive cash flow and was emerging
from bankruptcy and was viewed as a profitable company.
"In addition, last year, the issue of undue
influence on pharmacy benefit managers (PBMs) was carefully
reviewed by the FTC in the acquisition of Brooks Drug in
Maine by Rite Aid. Rite Aid was given a green light on the
statewide PBM Issue. The situation in Maine was a mirror
image of the proposed Revco transaction. Interestingly,
arguments that were successfully used by the top FTC lawyer
when he represented a competitor of Rite Aid two years ago in
private practice, before joining the Commission, were
entirely disregarded. Curiously, he did not recuse himself
from this case as his superior did who had previously worked
for Rite Aid.
"Drugstore consolidations like the proposed Rite
Aid/Revco combination are fraught with peril for any
drugstore retailer that desires to grow via acquisition.
This is especially true if the planned purchase includes the
combination of any two drugstore chains operating in the same
state. In our opinion, the future for drugstore acquisitions
by chains is very uncertain. This case has introduced
unheard of concepts in the application of anti-trust law. In
addition, in the eyes of the FTC, the more than 25,000
independent drugstores competing every day in the United
States are a non-entity in the retail distribution of
pharmaceuticals. This viewpoint can only lead to a gloomy
future for these retailers when matters concerning them are
reviewed by the FTC.
"In the middle of the negotiations, the FTC issued
a press release admonishing Rite Aid for not having divested
two stores obtained in Maine from the Brooks Drug
acquisition. It is interesting to note that the Maine
Attorney General did not require these stores to be sold
because his knowledge of the market led him to believe there
were no competitive problems with that proposed merger.
Interestingly, the FTC's hand-picked trustee has been trying
to sell these stores for the last three months to no avail.
"Unfortunately, because of the April 29 expiration
date of the contract, Rite Aid has determined it was not
feasible to litigate this matter with the FTC. In the
future, it is our intention to aggressively challenge the
flawed FTC concepts in a court of law."
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.
