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. 7)
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.
x
This
Amendment No. 7 (“
Amendment No.
7
”) 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 (“
Longs
”),
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. 7 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
October 29, 2008, CVS announced that Purchaser successfully completed the
subsequent offering period of the Offer. The subsequent offering
period expired at 6:00 p.m., New York City time on Tuesday, October 28,
2008. A total of approximately 28,317,338 Shares were validly
tendered in the initial offering period and the subsequent offering period of
the Offer, representing approximately 78.07% of the outstanding
Shares. Purchaser has accepted for payment all tendered
Shares.
The Merger
of Purchaser and Longs is currently expected to be consummated on or about
October 30, 2008 without a meeting of the stockholders of Longs in accordance
with Maryland’s short-form merger statute. As a result of the Merger, each
remaining outstanding Share, other than Shares owned by CVS or any direct or
indirect wholly owned subsidiary of CVS or Longs, will be converted
automatically into the right to receive the Offer Price.
The press
release announcing the results of the Offer is attached hereto as
Exhibit (a)(16).”
Item
12. Exhibits.
Item 12 of
the Schedule TO is hereby amended and supplemented by adding the following
exhibit:
“(a)(16) Press
release issued by CVS dated October 29, 2008.”
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:
October 29, 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:
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Douglas
A. Sgarro
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Title:
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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:
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Douglas
A. Sgarro
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Title:
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Executive
Vice President and
Chief
Legal Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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(a)(16)
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Press
release issued by CVS Caremark Corporation dated October 29,
2008.
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