-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LOUxSCOdcM8xn63MS7UKL2fSN5Ffz5jVnMyB/CSiNRr8KWrNgvf8D4DgfK+KUbTh MtpOV7phnpdLsLiw5sWIIw== 0001010192-99-000027.txt : 19990215 0001010192-99-000027.hdr.sgml : 19990215 ACCESSION NUMBER: 0001010192-99-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONGS DRUG STORES CORP CENTRAL INDEX KEY: 0000764762 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 680048627 STATE OF INCORPORATION: MD FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37157 FILM NUMBER: 99535117 BUSINESS ADDRESS: STREET 1: 141 N CIVIC DR CITY: WALNUT CREEK STATE: CA ZIP: 94596 BUSINESS PHONE: 4159371170 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONG THOMAS J FOUNDATION CENTRAL INDEX KEY: 0001036711 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 141 NORTH CIVIC DRIVE CITY: WALNUT CREEK STATE: CA ZIP: 94596 BUSINESS PHONE: 4159371170 MAIL ADDRESS: STREET 1: 141 NORTH CIVIC DRIVE CITY: WALNUT CREEK STATE: CA ZIP: 94596 SC 13D/A 1 LONGS DRUG STORES CORPORATION AMENDMENT #6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Longs Drug Stores Corporation - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock - ----------------------------------------------------------------------------- (Title of Class of Securities) 543162101 - ----------------------------------------------------------------------------- (CUSIP Number) W.G. Combs, President, Board of Trustees The Thomas J. Long Foundation 141 North Civic Drive, Post Office Box 5222 Walnut Creek, California 94596 (925) 937-1170 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 23 through July 29, 1998 - ----------------------------------------------------------------------------- (Date(s) of Event(s) which Require 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-l(b)(3) or (4), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 13D - ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Thomas J. Long Foundation 237180712 - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 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) [ ] Not Applicable - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - ----------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 1,562,674 SHARES BENEFICIALLY ------------------------------------------------------------ OWNED BY 8. SHARED VOTING POWER -0- EACH REPORTING ------------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER 1,562,674 WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER -0- - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,562,674 - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 4% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - ----------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Schedule 13D Item 1. Security and Issuer This Amendment No. 6 to Schedule 13D relates to the common stock (the "Common Stock") of Longs Drug Stores Corporation, a Maryland corporation, ("Longs Drug Stores"), which has its principal executive offices at 141 North Civic Drive, Walnut Creek, California 94596. Item 2. Identity and Background This Amendment No. 6 to Schedule 13D is being filed by The Thomas J. Long Foundation, a California public benefit corporation, which has its principal address at 141 North Civic Drive, Walnut Creek, California 94596 (the "Foundation"). The name, business or residence address, and principal occupation of each member of the Board of Trustees of the Foundation (the "Trustees") are set forth below. - ---------------------------- ------------------------------ --------------- Name and Title Business or Residence Address Principal Occupation - --------------------------- ------------------------------ --------------- - --------------------------- ------------------------------ --------------- William G. Combs 141 North Civic Drive Executive Officer President, Executive Officer Walnut Creek, CA 94596 of The Thomas J. and Trustee Long Foundation - --------------------------- ------------------------------ --------------- - --------------------------- ------------------------------ --------------- Thomas R. Sweeney 368 Laurel Drive Retired Vice President and Danville, CA 94526 Trustee - --------------------------- ------------------------------- --------------- - --------------------------- ------------------------------- --------------- Lolita L. Lowry 1860 Tice Creek #1412 Retired Treasurer and Trustee Walnut Creek, CA 94595 - --------------------------- ------------------------------ --------------- - --------------------------- ------------------------------ --------------- Howard H. Bell Bell, Rosenberg and Hughes Attorney Secretary and Trustee 1300 Clay Street, Suite 1000 Oakland, CA 94612 - --------------------------- ------------------------------ --------------- - --------------------------- ------------------------------ --------------- Robert M. Coakley Safeco Insurance Company Insurance Trustee 3000 Executive Parkway #300 Underwriter San Ramon, CA 94583 - --------------------------- ------------------------------ --------------- - --------------------------- ------------------------------ --------------- Sidne J. Long 1493 Paseo Nogales Entrepreneur Trustee Alamo, CA 94507 - --------------------------- ------------------------------ --------------- - --------------------------- ------------------------------ --------------- Jill M. Rapier 19 Kawai Lane Student Trustee Pleasant Hill, CA 94523 - --------------------------- ------------------------------ --------------- During the past five years, neither the Foundation nor any of the Trustees has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which he or she was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. All of the Trustees are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration The shares of Common Stock held by the Foundation were contributed by inter vivos gift by Thomas J. Long and testamentary transfer from the Estate of Thomas J. Long as described in Item 4. Item 4. Purpose of Transaction. As of April 23, 1993, the date of death of Thomas J. Long, the Foundation held 27,345 shares of Common Stock which were gifted to the Foundation by Mr. Long prior to his death. On October 28, 1993, 1,823,189 shares of Common Stock were contributed to the foundation by testamentary transfer from the Estate of Thomas J. Long for the purpose of providing funds to the Foundation and assisting it in accomplishing its charitable goals, resulting in the Foundation being the holder of approximately 8.9% of the outstanding shares of Common Stock. On December 13, 1993, the Foundation disposed of 92,527 shares of Common Stock through a sale to Longs Drug Stores pursuant to the March 31, 1989 agreement between Thomas J. Long and Longs Drug Stores (the "Agreement") described in Item 6. On June 27, 1994, the Foundation disposed of 195,334 shares of Common Stock through a sale to Longs Drug Stores pursuant to the Agreement. On June 12,1995, the Foundation disposed of 195,334 shares of Common Stock through a sale to Longs Drug Stores pursuant to the Agreement. On June 17,1996, the Foundation disposed of 195,334 shares of Common Stock through a sale to Longs Drug Stores pursuant to the Agreement. On June 30, 1997, the Foundation disposed of 390,668 shares of Common Stock through a sale to Longs Drug Stores pursuant to the Agreement. From the period of June 23, 1998, through July 29, 1998, the Foundation disposed of 390,668 shares of Common Stock through a sale on the open market. The purpose of each of the above dispositions was to raise cash for the Foundation to further its charitable purposes and diversify its assets. Effective January 10, 1997, the Board of Directors of Longs Drug Stores issued a two for one split of the Common Stock which resulted in the Foundation being the holder of 2,344,010 shares of Common Stock. Except as set forth above, neither the Foundation nor any of the Trustees have any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Longs Drug Stores, or the disposition of securities of Longs Drug Stores, except for dispositions consistent with the Agreement described in Item 6; (b) An extraordinary corporation transaction, such as a merger, reorganization or liquidation, involving Longs Drug Stores or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of Longs Drug Stores or any of its subsidiaries; (d) Any change in the present Board of Directors or management of Longs Drug Stores, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of Longs Drug Stores; (f) Any other material change in Longs Drug Stores' business or corporate structure; (g) Changes in Longs Drug Stores charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of Longs Drug Stores; (h) Causing a class of securities to be delisted from national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of Longs Drug Stores becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) and (b) The Trustees share the power to vote and the power to dispose of 1,562,674 shares of Common Stock held by the Foundation, which represent approximately 4% of the outstanding shares of Common Stock. Each of the Trustees disclaims the beneficial ownership of the Common Stock held by the Foundation. In addition, Mr. Combs, as a trustee of The J.M. Long Foundation, shares the power to vote and the power to dispose of 1,152,626 shares of Common Stock held by The J. M. Long Foundation, which represents approximately 3% of the outstanding shares of Common Stock. Mr. Combs disclaims the beneficial ownership of the Common Stock held by The J.M. Long Foundation. Excluding the shares of Common Stock held by the Foundation and the shares of Common Stock held by The J. M. Long Foundation, the following Trustees have sole or shared beneficial ownership of Common Stock as follows: (i) Mr. Combs is the beneficial owner of 11,297 shares of Common Stock which represent approximately .029% of the outstanding shares of Common Stock. Of these shares, Mr. Combs has the sole power to vote and dispose of 2,527 shares and the shared power to vote and dispose of 8,770 shares with his spouse, Norma L. Combs, as trustees of a family trust. Mrs. Combs resides at 96 Shuey Drive, Moraga, CA 94556, is not currently employed and is a citizen of the United States of America. During the past five years Mrs. Combs has not been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which she was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (ii) Mr. Sweeney is the beneficial owner of 19,488 shares of Common Stock which represent approximately .05% of the outstanding shares of Common Stock. Mr. Sweeney shares the power to vote and dispose of these shares with his spouse, Anita M. Sweeney, as trustees of a family trust. In addition, Mrs. Sweeney is the custodian of 1,464 shares of Common Stock held for children. Mrs. Sweeney resides at 368 Laurel Drive, Danville CA 94526, is employed as a clerk at Rinehart Jewelry, 1632 Main Street, Walnut Creek, CA 94596, and is a citizen of the United States of America, During the past five years Mrs. Sweeney has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any civil proceeding of a Judicial or administrative body of competent jurisdiction as the result of which she was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (iii) Ms. Lowry is the beneficial owner of 30,366 shares of Common Stock which represent approximately .075% of the outstanding shares of Common Stock. (iv) Mr. Bell is the beneficial owner of 8,000 shares of Common Stock which represent approximately .02% of the outstanding shares of Common Stock. (v) Ms. Long is the beneficial owner of 1,550 shares of Common Stock which represent approximately .003% of the outstanding shares of Common Stock, (c) The Foundation or the Trustees effected no transactions in the Common Stock during the past sixty days. (d) No other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock referred to in paragraph (a) and (b) above. (e) Not applicable. Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to an agreement, dated March 31, 1989, by and among Thomas J. Long and Longs Drug Stores (the "Agreement"), shares of Common Stock held by or acquired by the Foundation after the death of Thomas J. Long are subject to certain restrictions regarding the sale, assignment, transfer or other disposition thereof. In general, Common Stock held by the Foundation only may be disposed of in accordance with the terms of the Agreement. Under the Agreement, within the 270 day period following the death of Thomas J. Long, and within each 270 day period following each of the first nine anniversaries of the death of Thomas J. Long, the Foundation may demand that Longs Drug Stores purchase up to a percentage of Common Stock held by the Foundation as is determined in accordance with the Agreement at the adjusted market value of such shares of Common Stock as defined in the Agreement. The Foundation may also demand that Longs Drug Stores purchase all of the Common Stock held by it in the event of a tender offer or an exchange offer for the Common Stock. If Longs Drug Stores fails, refuses or declines to purchase all of the Common Stock included within any demand, then the Common Stock included in such demand shall thereafter be free of any rights or options of Longs Drug Stores and the Foundation may deal with such Common Stock, and exercise all rights of ownership with respect thereto, free from the provisions of the Agreement. Item 7. Material to be Filed as Exhibits Exhibit 7.01: Agreement dated March 31, 1989, by and among Thomas J. Long and Longs Drug Stores. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE THOMAS J. LONG FOUNDATION Date: February 2, 1999 s/ W. G. Combs --------------------------------- W. G. Combs President and Trustee -----END PRIVACY-ENHANCED MESSAGE-----