SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
AMENDMENT NO. 12
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 12
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. 12 to the Schedule 14D-1 also
constitutes Amendment No. 12 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 March 28, 1996, Parent issued a press release
which announced, among other things, that at a Special
Meeting of Parent's stockholders, Parent's stockholders
approved the issuance of up to a maximum of 42,865,712
shares of Parent Common Stock pursuant to the Merger. A
copy of the press release is filed herewith as Exhibit
(a)(20) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(20) Text of Press Release, dated March 28, 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: March 28, 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)(20) Text of Press Release, dated March 28,
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 STOCKHOLDERS APPROVE ISSUANCE OF STOCK
IN CONNECTION WITH REVCO MERGER
____________________
CAMP HILL, PA, MARCH 28, 1996 -- At a special
meeting held today, the stockholders of Rite Aid
Corporation (RAD: NYSE, PSE) approved the issuance of up
to a maximum of 42,865,712 shares of Rite Aid common stock
in connection with the proposed merger of Revco D.S., Inc.
(RXR: NYSE) with Ocean Acquisition Corporation, a wholly
owned subsidiary of Rite Aid. The preliminary results
indicated that more than 65,415,000 of Rite Aid's common
shares were voted at the meeting, and approximately 98.8
percent of those shares voted to authorize the issuance of
the shares.
As previously announced, Rite Aid and Ocean
Acquisition have extended the expiration date of Ocean
Acquisition's cash tender offer to purchase 35,144,833
shares of Revco common stock to 11:59 p.m., New York City
time, on Tuesday, April 9, 1996. Also as previously
announced, Rite Aid has voluntarily agreed with the
Federal Trade Commission to a rolling ten-day extension,
which commenced March 20, 1996, of the Hart-Scott-Rodino
waiting period in connection with Rite Aid's proposed
acquisition of Revco. Following completion of the tender
offer, Revco's stockholders will be asked to approve the
Merger Agreement at a special meeting of Revco
stockholders.
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.
