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

 

 

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 


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 Purchaser’s 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. The Solicitation or Recommendation

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. Exhibits

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.

 

LONGS DRUG STORES CORPORATION
By:   

/s/    W ILLIAM J. R AINEY        

 

William J. Rainey,

Senior Vice President,

General Counsel and Secretary

 

Dated: September 25, 2008


EXHIBIT INDEX

 

Exhibit No.

  

Description

(a)(12)    Press Release issued by the Company on September 25, 2008.
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