SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
AMENDMENT NO. 13
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND SCHEDULE 13D
AMENDMENT NO. 13
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. 13 to the Schedule 14D-1 also
constitutes Amendment No. 13 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 1, 1996, Parent issued a press release
which announced, among other things, that Parent and the
Purchaser have extended the expiration date of the Offer to
11:59 p.m., New York City time, on Friday, April 19, 1996.
The Offer had previously been scheduled to expire at 11:59
p.m., New York City time, on Tuesday, April 9, 1996. A
copy of the press release is filed herewith as Exhibit
(a)(21) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(21) Text of Press Release, dated April 1, 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 1, 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)(21) Text of Press Release, dated April 1,
1996, 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/LISSA WEINMANN
Abernathy MacGregor Scanlon
(212) 371-5999
FOR IMMEDIATE RELEASE
RITE AID FURTHER EXTENDS OFFER FOR REVCO
____________________
CAMP HILL, PA, APRIL 1, 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 11:59
p.m., New York City time, on Friday, April 19, 1996. The
offer had previously been scheduled to expire at 11:59
p.m. on Tuesday, April 9, 1996. As of 5:00 p.m., New York
City time, on Friday, March 29, 1996, 23,298,679 shares of
Revco common stock had been validly tendered in the offer.
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.
