<PAGE> 1
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 1, 1996 Commission File Number 1-5025
REVCO D.S., INC.
(Exact name of registrant as specified in its charter)
DELAWARE 34-1527876
(State of incorporation) (I.R.S. Employer Identification No.)
1925 ENTERPRISE PARKWAY
TWINSBURG, OHIO 44087
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 216/425-9811
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Common Stock, par value $.01 per share (New York Stock Exchange)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of August 19, 1996 was $1,246,995,169 (based on total shares
outstanding reduced by the number of shares held by directors and officers, at
the last sale price as reported on the New York Stock Exchange Composite Tape
on August 19, 1996).
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No ___
The following documents are incorporated herein by reference: the Registrant's
Annual Report to Stockholders for the fiscal year ended June 1, 1996 (into Part
II of this report); and the Registrant's Proxy Statement for the 1996 Annual
Meeting of Stockholders (into Part III of this report).
As of August 19, 1996, there were 68,561,049 shares of Common Stock outstanding.
<PAGE> 2
PART IV
Item 14. Exhibits. Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
(a) Documents filed as part of this report:
1. Financial Statements: The Registrant hereby amends its Annual
Report on Form 10-K for the fiscal year ended June 1, 1996 for
the sole purpose of filing, in accordance with Rule 15d-21
promulgated under the Exchange Act, the financial statements
required by Form 11-K with respect to the 401(k) Savings Plan
(formerly known as the Profit Sharing and Savings Plan) of Revco
D.S., Inc. The foregoing financial statements are set forth
beginning on page F-1 of this amendment.
3. Exhibits:
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C> <C>
EXHIBIT PAGE
NUMBER EXHIBIT DESCRIPTION NUMBER
--------- ------------------- ------
23.1 -Consent of Arthur Andersen LLP, independent public
accountants, with respect to Registration Statement
Nos. 33-67816 and 33-91774
23.2 -Consent of Arthur Andersen LLP, independent public
accountants
</TABLE>
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
REVCO D.S., INC.
(Registrant)
Date: November 27, 1996 By: /s/ Jack A. Staph
-----------------------------
Jack A. Staph,
Senior Vice President
Secretary and General Counsel
<PAGE> 4
REVCO D.S., INC. 401(K) SAVINGS PLAN
Index
-----
<TABLE>
Page
----
<S> <C>
Report of Independent Public Accountants..................................................... 2
Combined Statements of Net Assets Available for Plan Benefits
as of May 31, 1996 and 1995.................................................................. 3
Combined Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended May 31, 1996 and 1995.................................................... 4
Notes to Financial Statements................................................................ 5
Schedule I:
Combining Statement of Net Assets Available for Plan Benefits
as of May 31, 1995................................................................... 14
Schedule II:
Combining Statement of Changes in Net Assets Available for
Plan Benefits for the Year Ended May 31, 1995........................................ 15
</TABLE>
<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Committee of the
Revco D.S., Inc. 401(k) Savings Plan
We were engaged to audit the accompanying combined statements of net assets
available for plan benefits of the Revco D.S., Inc. 401(k) Savings Plan (the
"Plan") as of May 31, 1996 and 1995, and the related combined statements of
changes in net assets available for plan benefits for the years ended May 31,
1996 and 1995. These combined financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits of
the Plan as of May 31, 1996 and 1995, and the changes in its net assets
available for plan benefits for the years ended May 31, 1996 and 1995, in
conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP
Cleveland, Ohio,
November 27, 1996.
<PAGE> 6
REVCO D.S., INC. 401(K) SAVINGS PLAN
COMBINED STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
May 31,
---------------------------
1996 1995
------------ ------------
<S> <C> <C>
Assets:
The Revco D.S., Inc. Master Trust for
Profit Sharing and Savings Plans (Note 5) . $120,480,122 $ --
Investments held at Northern Trust ........... -- 90,944,265
Receivables:
Dividend income ........................... -- 4,183
Company contributions ..................... -- 282,437
Participant contributions ................. -- 735,403
------------ ------------
Total receivables ...................... -- 1,022,023
------------ ------------
Total assets ........................... 120,480,122 91,966,288
------------ ------------
Liabilities:
Other payables ............................... 28,933 30,509
------------ ------------
Net assets available for plan benefits ........... $120,451,189 $ 91,935,779
============ ============
</TABLE>
The accompanying Notes to Financial Statements
are an integral part of these statements.
3
<PAGE> 7
REVCO D.S., INC. 401(K) SAVINGS PLAN
COMBINED STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Years Ended May 31,
---------------------------
1996 1995
------------ ------------
<S> <C> <C>
Additions to net assets attributable to:
Investment income:
Revco D.S., Inc. Master Trust for
Profit Sharing and Savings Plans (Note 5):
Net appreciation of investments $ 12,317,774 $ --
Interest 2,863,810 --
Dividends 601,495 --
Investments held at Northern Trust:
Net appreciation of investments -- 5,164,711
Interest -- 3,523,480
Dividends -- 363,383
------------ ------------
15,783,079 9,051,574
------------ ------------
Contributions:
Company 3,469,328 1,185,659
Participant 18,473,185 7,301,895
------------ ------------
21,942,513 8,487,554
------------ ------------
Total additions 37,725,592 17,539,128
------------ ------------
Deductions from net assets attributable to:
Benefits paid 8,970,322 4,539,795
Administrative fees 239,860 107,294
------------ ------------
Total deductions 9,210,182 4,647,089
------------ ------------
Net increase 28,515,410 12,892,039
Net assets available for plan benefits:
Beginning of year 91,935,779 79,043,740
------------ ------------
End of year $120,451,189 $ 91,935,779
============ ============
</TABLE>
The accompanying Notes to Financial Statements
are an integral part of these statements.
4
<PAGE> 8
REVCO D.S., INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) GENERAL
On July 15, 1994, Revco D.S., Inc. (the "Company") acquired all of the
outstanding common stock of Hook-SupeRx, Inc. ("HSI") under a merger
agreement dated as of March 31, 1994 that was approved by HSI's
stockholders on July 8, 1994. As of June 1, 1995, all participants in the
Hook-SupeRx, Inc. Savings and Profit Sharing Plan (the "HSI Plan") became
eligible to participate in the Profit Sharing and Savings Plan of Revco
D.S., Inc. (the "Plan"). The Company's Plan was amended effective June 1,
1995 to, among other things: (1) expand coverage to all eligible
employees of the Company, both salaried and hourly, (2) revise the
percentage of the Company's match to 40% of the first 3% of the
participants' basic deposit, (3) enhance investment elections, and (4)
increase flexibility to revise participant elections. The Plan was
renamed the Revco D.S., Inc. 401(k) Savings Plan as of that date.
Effective September 30, 1996, the Company merged the HSI Plan with the
Plan.
(2) DESCRIPTION OF PLAN
The following is a summary description of the Plan, as amended, and does
not purport to be complete. The summary description is qualified in its
entirety by reference to the full text of the Plan.
GENERAL
The Plan is a contributory, defined contribution plan covering all
qualified employees of the Company who have at least one full year of
service, as defined, and who are not covered by a collective bargaining
agreement that provides profit sharing and savings benefits. Certain
highly compensated employees, as defined by the Plan, may have
contributions limited in order to comply with Internal Revenue Service
("IRS") non-discrimination testing. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").
The Plan is administered by a committee (the "Plan Committee" or the
"Plan Administrator") consisting of at least three individuals who are
appointed by the Company's Board of Directors. The Plan Administrator has
fiduciary authority to establish and review funding policies, investment
policies and other administrative matters related to the Plan.
5
<PAGE> 9
REVCO D.S., INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
PARTICIPANT AND COMPANY CONTRIBUTIONS
Participants may contribute 1% to 10% of eligible pay (2% to 6% of base
salary prior to June 1, 1995) as the basic deposit and 1% to 4% of
eligible pay as a supplemental deposit.
The Company matches 40% of the first 3% of the participants' basic
deposit (20% of total basic deposits prior to June 1, 1995). Company
contributions may be made in the form of cash or common stock of the
Company, or a combination thereof. Since September 1, 1993, the Company
matching contribution has been made in common stock of the Company and is
invested in the Revco Stock Fund. The number of shares contributed to the
Plan is calculated based on the fair value of the stock on the date of
contribution. Forfeitures are used to reduce Company contributions.
Separate accounts are maintained for each participants' basic deposit,
supplemental deposit and Company contribution. Each account is credited
with an allocation of the Plan's earnings based upon account balances.
INVESTMENT OF PARTICIPANT AND COMPANY CONTRIBUTIONS
Effective June 1, 1995, resolutions to the Plan were adopted to expand
investment options available to Plan participants (see Note 1). The
following investment options are available under the Plan:
(a) Stable Value Fund
The Stable Value Fund is invested in investment contracts
issued by insurance companies, banks, or other financial
institutions. In addition, other investment grade fixed income
investments may be included from time to time.
(b) Balanced Fund
The Balanced Fund is invested in common stock and bonds.
(c) Equity Index Fund
The Equity Index Fund is invested in certain common stocks so
as to closely approximate the investment results of the
Standard and Poor's 500 Industrials ("S&P 500"). Accordingly,
the Equity Index Fund invests primarily in stocks which are
included in the S&P 500 index.
6
<PAGE> 10
REVCO D.S., INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(d) Aggressive Equity Fund
The Aggressive Equity Fund is invested in common stocks with
the primary objective of obtaining appreciation in value. The
Aggressive Equity Fund is invested in the Putnam Voyager Fund.
(e) Revco Stock Fund
The Revco Stock Fund is invested in the common stock of the
Company.
Prior to June 1, 1995, the following investment funds were available
as investment options under the Plan:
(a) Diversified Fixed Income Fund
The Diversified Fixed Income Fund invested in various fixed
interest contracts issued by a diversified set of insurance
companies, or in such other forms of investments having a
fixed rate of return. The Diversified Fixed Income Fund
invested in insurance contracts with Connecticut General Life
Insurance Company ("CIGNA") and Allstate Life Insurance
Company ("Allstate").
(b) S&P 500 Index Fund
The S&P 500 Index Fund invested in such common stocks as to
closely approximate the investment results of the Standard and
Poor's 500 Industrials. The S&P 500 Index Fund invested in the
Mellon Bank Employee Benefit Equity Market Fund.
(c) Aggressive Equity Fund
The Aggressive Equity Fund invested in common stocks with the
primary objective of obtaining appreciation in value. The
Aggressive Equity Fund invested in the Putnam Voyager Fund.
(d) Revco Stock Fund
The Revco Stock Fund invested in the common stock of the
Company.
A participant may change his election with respect to contributions
on a daily basis throughout the plan year.
7
<PAGE> 11
REVCO D.S., INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
VESTING
Participants' interests in their voluntary contributions and earnings
thereon are immediately vested. Participants' interests in Company
contributions and the earnings thereon vest ratably at 20% per year,
over a five-year period, commencing one year from date of employment.
Upon retirement, death or disability, participants' interests in
Company contributions become fully vested.
PAYMENT OF BENEFITS AND WITHDRAWALS
Upon termination of service due to retirement, death or disability, a
participant or beneficiary may receive the value of his accounts in a
lump sum or in installments as determined by the Plan Committee in
consultation with the participant or beneficiary.
Upon termination of service prior to retirement, death or disability,
the participant's basic and supplemental deposit account and vested
portions of employer contributions may be distributed to the
participant in one lump sum or, if the participant's account balance
is greater than $3,500, may be maintained in the Plan until retirement
or age 70-1/2.
Withdrawals of supplemental deposit accounts, exclusive of earnings
thereon, may be made by participant request without affecting the
participant's ability to continue making basic and supplemental
deposits. Withdrawals of basic deposit accounts and vested portions of
employer contributions and earnings thereon may be made by application
to the Plan Committee as to pre-June 1, 1984 contributions. Post-June
1, 1984 contribution withdrawals may be made only in the case of
severe financial hardship or the attainment of age 59 1/2.
Participants electing a hardship withdrawal may not contribute to the
Plan for a period of at least twelve months subsequent to withdrawing
basic or employer contributions.
PARTICIPANT LOANS
Effective January 1, 1996 the Plan was amended to permit loans to
participants. Subject to certain limitations, the Plan permits
participants to borrow a minimum of $1,000 and a maximum of $50,000,
up to one-half of the vested amount credited to a participant's
account. Loan transactions are treated as a transfer between the
8
<PAGE> 12
REVCO D.S., INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
investment funds and the participant loans receivable fund. The period
of repayment for a loan is one to four and one-half years with an
interest rate equal to the bank prime rate as of the most recent
calendar quarter end as reported in the Wall Street Journal plus one
percent. The interest rate is adjusted each calendar quarter end based
upon changes in the prime rate. Loan repayments are made through
payroll withholding.
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
The accompanying financial statements of the Plan have been
prepared on the accrual basis of accounting, with the exception
of benefit payments. In accordance with the American Institute
of Certified Public Accountants' Audit and Accounting Guide for
Audits of Employee Benefit Plans, the Plan's financial
statements account for benefit payments as they are paid. The
value of benefits payable at May 31, 1995 was $1,019,000. There
were no benefits payable as of May 31, 1996.
(b) INVESTMENTS
Effective April 1, 1995 the Plan changed trustees from KeyCorp
Investment Management and Trust Services to The Northern Trust
Company (the "Trustee"). Effective June 1, 1995, the assets of
the Plan were transferred to the Revco D.S., Inc. Master Trust
for Profit Sharing and Savings Plans (the "Master Trust") (Note
5).
The Plan's investments are stated at fair value. Shares of
mutual funds are valued at quoted market prices which represent
the net asset value of shares held by the Plan at year end. The
fair value of the Revco Stock Fund is based on the calculated
value using the May 31, 1996 and 1995 closing stock price per
the New York Stock Exchange.
(c) USE OF ESTIMATES
The preparation of financial statements requires management to
make estimates and assumptions that affect the reported amount
of net assets available for plan benefits at the date of the
financial statements and the reported amount of additions to
and deductions from net assets available for plan benefits
during the period. Since actual results may differ from these
estimates, management revises its estimates and assumptions as
new information becomes available.
9
<PAGE> 13
REVCO D.S., INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(4) PLAN TERMINATION
The Company expects the Plan to be permanent and continue
indefinitely. Although it has not expressed any intent to do so, the
Company has the right to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of plan termination, participants will become fully vested in their
respective balances of the employer's contribution account.
(5) INVESTMENTS
On June 1, 1995, the assets of the Plan were transferred into the
Master Trust administered by the Trustee. The Master Trust was
established by the Company for the pooled investment of assets of the
Plan and the HSI Plan.
Pursuant to the Trustee's method of allocating the investment holdings
between the two plans, contributions to the Master Trust are treated
as purchases of shares in the Master Trust, withdrawals are treated as
sales of shares, and investment income is allocated proportionately to
all shares held. Accordingly, the value of the Plan's investment in
the Master Trust is equal to the Plan's interest in each applicable
investment, increased or decreased by the Plan's allocated share of
income, gains, and losses attributable to each applicable investment,
which share is generally based upon the Plan's respective share of the
Master Trust's combined net assets available for benefits before
investment income and net appreciation or depreciation in fair value
of investments. Those administrative expenses of the Master Trust
which can be specifically identified as being applicable to the Plan
are charged to the Plan. The remaining expenses are allocated to the
Plan based on the Plan's respective share of the Master Trust's
combined net assets available for benefits as of the entry date into
the Master Trust, or total number of Plan participants, as
appropriate.
10
<PAGE> 14
REVCO D.S., INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Investments held by the Trustee, of which the Plan has a proportionate
interest of approximately 60.7% at May 31, 1996, were as follows:
<TABLE>
<CAPTION>
Investments at fair value as determined by
quoted market price:
<S> <C>
Cash $ 92,287
Stable Value Fund 71,306,800
Balanced Fund 29,589,065
Equity Index Fund 39,016,346
Aggressive Equity Fund 40,741,810
Revco Stock Fund 15,459,677
Participant loans 2,151,097
------------
198,357,082
Accrued interest and dividends 67,158
------------
Total investments $198,424,240
============
Amount allocated to the Plan $120,480,122
============
</TABLE>
At May 31, 1995, the investments of the Plan held by the Trustee were
as follows:
<TABLE>
<CAPTION>
Investments at fair value as determined by
quoted market price:
<S> <C>
Cash and cash equivalents $ 1,416,867
Group Insurance Contracts:
Allstate 5.8% group insurance contract 11,512,791
CIGNA group insurance contract 45,346,604
Mutual funds:
Putnam Voyager Fund 8,384,024
Other 169,977
Bank Collective Fund:
Mellon Bank Employee Benefit Equity
Market Fund 14,066,853
Common Stock:
Revco D.S., Inc. Common Stock 10,047,149
-----------
$90,944,265
===========
</TABLE>
11
<PAGE> 15
REVCO D.S., INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
During 1996 and 1995, the investments held by the Trustee (including
investments bought, sold, as well as held during the year) appreciated
in value as follows:
<TABLE>
<CAPTION>
Year Ended May 31,
1996 1995
------------- -------------
Investments in Master Trust at fair value as determined by quoted
market price:
<S> <C> <C>
Balanced Fund $ 3,140,371
Equity Index Fund 8,382,402
Aggressive Equity Fund 10,773,997
Revco Stock Fund 1,372,101
-----------
Net appreciation in fair value $23,668,871
===========
Amount allocated to the Plan $12,317,774
===========
Investments at fair value as determined by quoted market price:
Mutual Funds $1,188,201
Bank Collective Fund 2,014,371
Common Stock 1,962,139
----------
Net appreciation in fair value $5,164,711
==========
</TABLE>
(6) TRANSACTIONS WITH PARTIES-IN-INTEREST
Fees paid during the year for services rendered by parties-in-interest
were based on customary and reasonable rates for such services.
(7) FEDERAL INCOME TAXES
The Plan obtained a determination letter dated July 25, 1995 in which the
IRS stated that the Plan, as then designed, was in compliance with the
applicable requirements of Section 401(a) of the Internal Revenue Code
(the "Code"), including all applicable changes made to the Code by the
Tax Reform Act of 1986 and subsequent legislation. The Plan has been
amended since receiving this determination letter. The Company believes
that the Plan is currently designed and is being operated in compliance
with the applicable requirements of the Code. Accordingly, no provision
for federal income taxes has been made in the accompanying financial
statements.
12
<PAGE> 16
REVCO D.S., INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(8) RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500 at May 31, 1995:
<TABLE>
<S> <C>
Net assets available for plan benefits,
per financial statements $91,935,779
Amounts allocated to
withdrawing participants (1,019,000)
-----------
Net assets per the Form 5500 $90,916,779
===========
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500 for the year ended May 31,
1995:
<TABLE>
<S> <C>
Benefits paid per the financial statements $ 4,539,795
Amounts allocated to withdrawing
participants at May 31, 1994 (1,576,072)
Amounts allocated to withdrawing
participants at May 31, 1995 1,019,000
-----------
Benefits paid per the Form 5500 $ 3,982,723
===========
</TABLE>
13
<PAGE> 17
SCHEDULE I
REVCO D.S., INC. 401(K) SAVINGS PLAN
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
MAY 31, 1995
-------------------------------------------------------------------
Diversified S & P Aggressive Revco
Fixed Income 500 Index Equity Stock
Fund Fund Fund Fund Total
------------ ----------- ----------- ----------- -----------
ASSETS:
Investments, at market value:
<S> <C> <C> <C> <C> <C>
Group insurance contracts ................. $56,859,395 $ -- $ -- $ -- $56,859,395
Mutual funds .............................. -- 169,977 8,384,024 -- 8,554,001
Bank collective fund ...................... -- 14,066,853 -- -- 14,066,853
Common stock .............................. -- -- -- 10,047,149 10,047,149
Cash equivalents .......................... 643,817 105,597 533,309 134,144 1,416,867
-------------------------------------------------------------------
Total investments ..................... 57,503,212 14,342,427 8,917,333 10,181,293 90,944,265
Receivables:
Dividend income ........................... -- 4,183 -- -- 4,183
Company contributions ..................... -- -- -- 282,437 282,437
Participant contributions ................. 429,676 127,330 130,546 47,851 735,403
-------------------------------------------------------------------
Total receivables ..................... 429,676 131,513 130,546 330,288 1,022,023
-------------------------------------------------------------------
TOTAL ASSETS .......................... 57,932,888 14,473,940 9,047,879 10,511,581 91,966,288
-------------------------------------------------------------------
LIABILITIES:
Other Payables ............................ 17,002 6,773 3,386 3,348 30,509
-------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS ........ $57,915,886 $14,467,167 $ 9,044,493 $10,508,233 $91,935,779
===================================================================
</TABLE>
The accompanying Notes to Financial Statements are an integral
part of this statement.
14
<PAGE> 18
SCHEDULE II
REVCO D.S., INC. 401(K) SAVINGS PLAN
COMBINING STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
YEAR ENDED MAY 31,1995
--------------------------------------------------------------------------
Diversified S & P Aggressive Revco
Fixed Income 500 Index Equity Stock
Fund Fund Fund Fund Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTABLE TO:
Investment Income:
Net appreciation of investments ....... $ -- $ 2,014,371 $ 1,188,201 $ 1,962,139 $ 5,164,711
Interest .............................. 3,490,746 11,031 18,982 2,721 3,523,480
Dividends ............................. -- 363,383 -- -- 363,383
--------------------------------------------------------------------------
3,490,746 2,388,785 1,207,183 1,964,860 9,051,574
Contributions:
Company ............................... -- -- -- 1,185,659 1,185,659
Participant ........................... 3,472,670 1,543,932 1,447,975 837,318 7,301,895
--------------------------------------------------------------------------
3,472,670 1,543,932 1,447,975 2,022,977 8,487,554
--------------------------------------------------------------------------
TOTAL ADDITIONS ....... 6,963,416 3,932,717 2,655,158 3,987,837 17,539,128
--------------------------------------------------------------------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO:
Benefits paid ........................... 3,226,603 669,092 288,042 356,058 4,539,795
Administrative fees ..................... 58,780 22,438 12,167 13,909 107,294
--------------------------------------------------------------------------
TOTAL DEDUCTIONS ...... 3,285,383 691,530 300,209 369,967 4,647,089
--------------------------------------------------------------------------
Transfers ....................... 51,312 (641,332) (183,799) 773,819 --
--------------------------------------------------------------------------
NET INCREASE .......... 3,729,345 2,599,855 2,171,150 4,391,689 12,892,039
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
BEGINNING OF YEAR ....................... 54,186,541 11,867,312 6,873,343 6,116,544 79,043,740
--------------------------------------------------------------------------
END OF YEAR ............................. $ 57,915,886 $ 14,467,167 $ 9,044,493 $ 10,508,233 $ 91,935,779
==========================================================================
</TABLE>
The accompanying Notes to Financial Statements are an
integral part of this statement.
15
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Amendment to Form 10-K/A into the Company's previously
filed Registration Statement on Form S-8, File Nos. 33-67816 and 33-91774.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
Cleveland, Ohio
November 27, 1996
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment to Form 10-K/A of our report dated July 12, 1996
included in Revco D.S., Inc.'s annual report to stockholders. It should be noted
that we have not audited any financial statements of the Company subsequent to
June 1, 1996 or performed any audit procedures subsequent to the date of our
report.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
Cleveland, Ohio
November 27, 1996
