UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
(Amendment
No. 3)
LONGS
DRUG STORES CORPORATION
(Name
of Subject Company)
BLUE
MERGERSUB CORP.
CVS
CAREMARK CORPORATION
(Names
of Filing Persons — Offeror)
Common
Stock, Par Value $0.50 Per Share
(Title
of Class of Securities)
543162101
(Cusip
Number of Class of Securities)
Douglas
A. Sgarro, Esq.
Executive
Vice President and Chief Legal Officer
CVS
Caremark Corporation
One
CVS Drive
Woonsocket,
Rhode Island 02895
(401)
765-1500
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
Copies
to:
Louis
L. Goldberg, Esq.
John
D. Amorosi, Esq.
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
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£
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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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Check the
appropriate boxes below to designate any transactions to which the statement
relates:
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R
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third-party tender offer subject
to Rule 14d-1.
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£
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issuer tender offer subject to
Rule 13e-4.
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£
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going-private transaction subject
to Rule 13e-3.
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£
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amendment to Schedule 13D
under Rule 13d-2.
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Check the following box if the filing is
a final amendment reporting the results of the tender
offer.
£
This
Amendment No. 3 (“
Amendment No.
3
”) amends and supplements the Tender Offer Statement on Schedule TO (as
previously amended, the “
Schedule TO
”) originally filed
on August 18, 2008 by CVS Caremark Corporation, a Delaware Corporation (“
CVS
”), and Blue MergerSub
Corp., a Maryland corporation (“
Purchaser
”) and an indirect
wholly-owned subsidiary of CVS, relating to the offer by Purchaser to purchase
all outstanding shares of common stock, par value $0.50 per share, of Longs Drug
Stores Corporation (
“
Shares
”)
, a Maryland
corporation, for $71.50 per Share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated August 18, 2008 and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the “
Offer
”).
All
capitalized terms used in this Amendment No. 3 without definition have the
meanings ascribed to them in the Schedule TO.
The items
of the Schedule TO set forth below are hereby amended and supplemented as
follows:
Items
1 through 9 and Item 11.
Items 1
through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by
adding the following text thereto:
“On
September 14, 2008, Purchaser extended the Offer until midnight, New York City
time at the end of Wednesday, October 15, 2008, unless further extended. As
of the close of business on September 12, 2008, approximately
1,611,901
Shares have been tendered and not withdrawn pursuant to the
Offer. The full text of a press release issued by CVS announcing the
extension to the Offer is filed as Exhibit (a)(12) hereto and is incorporated
herein by reference.
As
disclosed in the Offer to Purchase filed as an exhibit to the Schedule TO, CVS
received commitments from Lehman Brothers Commercial Bank or an affiliate
thereof and Deutsche Bank AG Cayman Islands to provide the Facility.
On September 12, 2008, CVS entered into a Bridge Credit Agreement
(the “
Credit Agreement
”)
with Lehman Commercial Paper Inc., acting as administrative agent, Deutsche Bank
Securities Inc., acting as syndication agent, joint lead arranger and joint
bookrunner, Bank of America, N.A., Morgan Stanley Bank, and Wachovia Bank,
National Association, acting as co-documentation agents, Lehman Brothers Inc.,
acting as joint lead arranger and joint bookrunner, and certain “Lenders”
referred to therein. Pursuant to the Credit Agreement, the Facility
now comprises a $1,151,500,000 delayed-draw term loan facility which is
repayable in full 364 days from the initial funding of the
Facility. The commitments under the Facility are provided by ten
separate Lenders, each of which has a several obligation to fund a portion of
any loan request made under the Facility.
The
foregoing summary description of the Facility and the Credit Agreement is
qualified in its entirety by reference to the Credit Agreement, a copy of which
is filed as Exhibit (b)(2) hereto and is incorporated herein by
reference.”
Item
12. Exhibits.
Item 12 of
the Schedule TO is hereby amended and supplemented by adding the following
exhibits:
“(a)(12) Press
release issued by CVS dated September 14, 2008.
(b)(2)
Bridge Credit Agreement dated September 12, 2008 by and among CVS, Lehman
Commercial Paper Inc., acting as administrative agent, Deutsche Bank Securities
Inc., acting as syndication agent, joint lead arranger and joint bookrunner,
Bank of America, N.A., Morgan Stanley Bank, and Wachovia Bank, National
Association, acting as co-documentation agents, Lehman Brothers Inc., acting as
joint lead arranger and joint bookrunner, and the “Lenders” referred to
therein.”
SIGNATURES
After due
inquiry and to the best knowledge and belief of the undersigned, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date:
September 15, 2008
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Blue
MergerSub Corp.
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By:
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/s/
Douglas
A. Sgarro
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Name: Douglas
A. Sgarro
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Title:
Vice
President and Secretary
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CVS
Caremark Corporation
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By:
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/s/
Douglas
A. Sgarro
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Name: Douglas
A. Sgarro
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Title: Executive
Vice President
and
Chief Legal
Officer
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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 CVS Caremark Corporation dated September 14,
2008.
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(b)(2)
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Bridge
Credit Agreement dated September 12, 2008 by and among CVS Caremark
Corporation, Lehman Commercial Paper Inc., acting as administrative agent,
Deutsche Bank Securities Inc., acting as syndication agent, joint lead
arranger and joint bookrunner, Bank of America, N.A., Morgan Stanley Bank,
and Wachovia Bank, National Association, acting as co-documentation
agents, Lehman Brothers Inc., acting as joint lead arranger and joint
bookrunner, and the “Lenders” referred to
therein.
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