SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
AMENDMENT NO. 5
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 5
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. 5 to the Schedule 14D-1 also
constitutes Amendment No. 5 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 January 16, 1996, Parent issued a press release
which announced that Parent and the Purchaser have extended
the expiration date of the Offer to 7:00 p.m., New York City
time, on Wednesday, January 31, 1996. The Offer had
previously been scheduled to expire at 7:00 p.m., New York
City time, on Tuesday, January 16, 1996. A copy of the
press release is filed herewith as exhibit (a)(13) and is
incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Text of Press Release, dated January 16,
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: January 16, 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)(13) Text of Press Release, dated January
16, 1995, issued by Parent.
(RITE AID
CORPORATION - LOGO)
CONTACTS:
MEDIA: INVESTORS:
SUZANNE MEAD FRANK BERGONZI
VP Corporate Communications Executive VP and CFO
(717) 975-5887 (717) 975-5750
JOELE FRANK/CHUCK BURGESS
Abernathy MacGregor Scanlon
(212) 371-5999
FOR IMMEDIATE RELEASE
RITE AID FURTHER EXTENDS OFFER FOR REVCO
____________________
CAMP HILL, PA, JANUARY 16, 1996 -- Rite Aid
Corporation (RAD: NYSE, PSE) 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 to purchase 35,144,833
shares of common stock of Revco D.S., Inc. (RXR: NYSE) to
7:00 p.m., New York City time, on Wednesday, January 31,
1996. The offer had previously been scheduled to expire
at 7:00 p.m., on Tuesday, January 16, 1996. As of 5:00
p.m., New York City time, on Friday, January 12, 1996,
22,899,669 shares of Revco common stock (including
161,974 shares pursuant to guaranteed deliveries) had
been validly tendered in the offer. As previously
announced, Rite Aid is in the process of responding to a
request for additional information made by the Federal
Trade Commission pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.
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.
