UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 14)*
Under the Securities Exchange Act of 1934
Revco D.S., Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
CUSIP No. 761339100
(CUSIP Number)
Felix Kozodoy
Magten Asset Management Corp.
35 East 21st Street
New York, New York 10010
(212) 529-6612
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box .
Check the following box if a fee is being paid with the
statement . (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting benefi-
cial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 032371106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Magten Asset Management Corp.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /X/
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) /X/
6 Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7 Sole Voting Power
-0-
8 Shared Voting Power
3,683,969
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,873,520
11 Aggregate Amount Beneficially Owned By Each Report
ing Person
4,873,520
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.1%
14 Type of Reporting Person*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 032371106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Talton R. Embry
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /X/
3 SEC Use Only
4 Source of Funds*
00, PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) /X/
6 Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7 Sole Voting Power
108,129
8 Shared Voting Power
3,683,969
9 Sole Dispositive Power
108,129
10 Shared Dispositive Power
3,683,969
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
4,981,649
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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The Schedule 13D was initially filed on June
9, 1992 (collectively, with all amendments thereto, the
"Schedule 13D") by (i) Magten Asset Management Corp., a
Delaware corporation ("Magten"), with respect to the
shares of Common Stock beneficially owned by investment
advisory clients of Magten (the "Investment Advisory
Shares"), and (ii) Talton R. Embry ("Embry"; together
with Magten, the "Filing Persons"). The Schedule 13D is
hereby amended by this Amendment No. 14 as follows:
Item 5. Interest in Securities of the Issuer.
Item 5 as reported on Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) As of the date hereof, Investment
Advisory Clients of Magten (the "Investment Advisory
Clients") beneficially own all 4,873,520 shares of Common
Stock shown as beneficially owned by Magten (collective-
ly, the "Investment Advisory Shares"). The Investment
Advisory Shares constitute approximately 7.1% of the
68,561,049 shares of Common Stock reported by the Company
as outstanding as of August 19, 1996. Magten has shared
dispositive power with respect to all of the shares of
Common Stock beneficially owned by these Clients, shared
voting power with respect to 3,683,969 of these shares
and no voting power with respect to 1,189,551 of these
shares.
Magten may be deemed to be the beneficial owner of
the Investment Advisory Shares because Magten's invest-
ment advisory contracts with its Investment Advisory
Clients grant it the power to vote (except with respect
to one client) and dispose of such shares. Pursuant to
Rule 13d-4 promulgated under the Securities Exchange Act
of 1934, Magten hereby declares that the filing of this
Schedule 13D shall not be construed as an admission that
it is the beneficial owner of these shares.
(b) Embry, as sole stockholder and a Managing
Director of Magten, may be deemed to beneficially own all
of the Investment Advisory Shares, as described in Item
5(a) above.
In addition, Embry directly owns as of the date
hereof, 1,413 shares of Common Stock. Embry has sole
voting and dispositive power with respect to these 1,413
shares of Common Stock.
Embry, as trustee of four pension trusts for the
benefit of current and former employees of Magten,
including himself (the "Pension Trusts"), as of the date
hereof, has sole voting and dispositive power with
respect to 96,300 shares of Common Stock owned by such
trusts (collectively, the "Pension Trust Shares").
Embry, as trustee for three trusts for members of
his family (the "Family Trusts"), as of the date hereof,
has sole voting and investment power with respect to
8,061 shares of Common Stock owned by such Trusts
(collectively, the "Family Trust Shares").
PAGE
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Embry, as custodian for his son, has sole voting
and dispositive power with respect to 942 shares of
Common Stock and may be deemed under Rule 13(d) to have
beneficial ownership of 1,413 shares of Common Stock
owned by his wife. Mr. Embry's son and wife are some-
times collectively referred to in this Schedule 13D as
the "Family Members".
The Shares described in Item 5(a) as beneficially
owned by Magten with respect to which Embry may be deemed
a beneficial owner, together with the additional shares
described in this Item 5(b) with respect to which Embry
may also be deemed a beneficial owner, aggregate
4,981,649 shares of Common Stock and constitute approxi-
mately 7.3% of the outstanding shares of Common Stock of
the Company.
Pursuant to Rule 13d-4, Embry hereby declares that
the filing of this Schedule 13D shall not be construed as
an admission that he is the beneficial owner of the
Investment Advisory Shares, the Pension Trust Shares (to
the extent such shares exceed his and his wife's pro rata
interest as beneficiaries of such trusts) or the Family
Trust Shares and disclaims ownership of the 1,413 shares
of Common Stock owned by his wife.
(c) Neither Embry nor Magten effected any transac-
tions in shares of Common Stock during the past 60 days
except the sales by certain Investment Advisory Clients
of shares of Common Stock as set forth on Schedule A, and
sales by the Pension Trusts as set forth on Schedule B.
All such transactions were open-market transactions.
(d) The beneficial owners of the Investment
Advisory Shares have the right to receive and the power
to direct the receipt of dividends from, or the proceeds
from the sale of such shares, the beneficiaries of the
Pension Trusts and Family Trusts have the right to
receive dividends from or proceeds from the sale of the
Pension Trust Shares and Family Trust Shares,
respectively, and the Family Members have the right to
receive or direct the receipt of proceeds from the sale
or dividends from the shares beneficially owned by them.
(e) Not applicable.
PAGE
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SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: October 8, 1996
MAGTEN ASSET MANAGEMENT CORP.
By: /S/ TALTON R. EMBRY
--------------------------
Talton R. Embry,
Managing Director
/S/ TALTON R. EMBRY
----------------------------
Talton R. Embry
PAGE
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EXHIBIT A
TRANSACTIONS IN COMMON STOCK
ON BEHALF OF
INVESTMENT ADVISORY CLIENTS
DATE NUMBER OF SHARES SOLD PRICE
PER
SHARE
09/27/96 402,000 $28.86
09/30/96 300,000 $29.21
10/01/96 327,500 $29.52
10/02/96 5,500 $29.50
