Longs Drug Stores Corp - Amended Statement of Ownership: Solicitation (SC 14D9/A)
25 Settembre 2008 - 2:23PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6
to
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION
STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Longs Drug Stores Corporation
(Name of Subject Company)
Longs Drug Stores Corporation
(Name
of Person Filing Statement)
Common Stock, Par Value $0.50 Per Share
(Title of Class of Securities)
543162101
(CUSIP Number of Class of Securities)
William J. Rainey, Esq.
Senior Vice President, General Counsel and Secretary
141 North Civic Drive
Walnut Creek, California 94596
(925) 937-1170
(Name,
Address, and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing
Statement)
WITH COPIES TO:
Edward D.
Herlihy, Esq.
David E. Shapiro, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 6 to the Schedule 14D-9 (
Amendment No. 6
), filed with the
U.S. Securities and Exchange Commission (the
SEC
) on September 25, 2008, amends and supplements the Schedule 14D-9 filed with the SEC on August 18, 2008, and subsequently amended by Amendment No. 1 on
September 8, 2008, Amendment No. 2 on September 10, 2008, Amendment No. 3 on September 11, 2008, Amendment No. 4 on September 17, 2008, and Amendment No. 5 on September 23, 2008 (as amended from time to time, the
Schedule 14D-9
) by Longs Drug Stores Corporation (the
Company
), a Maryland corporation. The Schedule 14D-9 relates to the tender offer (the
Offer
) by Blue MergerSub Corp., a Maryland
corporation (
Purchaser
) and an indirect wholly-owned subsidiary of CVS Caremark Corporation, a Delaware corporation (
CVS
), to purchase all outstanding shares of common stock, par value $0.50 per share, of the
Company (the
Shares
and each a
Share
) for $71.50 per Share, net to the seller in cash, without interest (the
Offer Price
), upon the terms and subject to the conditions set forth in the
Purchasers Offer to Purchase dated August 18, 2008 (as amended or supplemented from time to time, the
Offer to Purchase
) and in the related Letter of Transmittal (as amended or supplemented from time to time, the
Letter of Transmittal
), copies of which are filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-9, respectively.
The information in the Schedule 14D-9 is incorporated in this Amendment No. 6 by reference to all of the applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically
provided herein.
Item 4.
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The Solicitation or Recommendation
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Item 4(b) of the Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto:
On September
25, 2008, the Company issued a press release announcing that the Federal Trade Commission (the FTC) has requested that the Company provide the FTC with documents and information in connection with Walgreen Co.s unsolicited,
non-binding expression of interest to acquire the Company. A copy of the press release is filed as an exhibit hereto and is incorporated herein by reference.
Item 9 of the
Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto:
(a)(12) Press Release issued by the Company on September 25, 2008.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 6 to Schedule 14D-9 is true, complete and correct.
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LONGS DRUG STORES CORPORATION
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By:
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/s/ W
ILLIAM
J.
R
AINEY
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William J. Rainey,
Senior Vice President,
General Counsel and Secretary
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Dated: September 25, 2008
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(12)
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Press Release issued by the Company on September 25, 2008.
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