<PAGE>   1
                                  FORM 10-K/A


                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 1, 1996             Commission File Number 1-5025

                                REVCO D.S., INC.
             (Exact name of registrant as specified in its charter)

DELAWARE                                                              34-1527876
(State of incorporation)                    (I.R.S. Employer Identification No.)

1925 ENTERPRISE PARKWAY
TWINSBURG, OHIO                                                            44087
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:                 216/425-9811

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

        Common Stock, par value $.01 per share (New York Stock Exchange)

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:   NONE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.                                          Yes X      No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.                                              [X]
                                                                        
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of August 19, 1996 was $1,246,995,169 (based on total shares
outstanding reduced by the number of shares held by directors and officers, at
the last sale price as reported on the New York Stock Exchange Composite Tape
on August 19, 1996).

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
                                                               Yes X      No ___

The following documents are incorporated herein by reference: the Registrant's
Annual Report to Stockholders for the fiscal year ended June 1, 1996 (into Part
II of this report); and the Registrant's Proxy Statement for the 1996 Annual
Meeting of Stockholders (into Part III of this report).

As of August 19, 1996, there were 68,561,049 shares of Common Stock outstanding.



<PAGE>   2
                                    PART IV


Item 14. Exhibits. Financial Statement Schedules and Reports on Form 8-K
         ---------------------------------------------------------------

(a)      Documents filed as part of this report:

         1.     Financial Statements: The Registrant hereby amends its Annual
                Report on Form 10-K for the fiscal year ended June 1, 1996 for
                the sole purpose of filing, in accordance with Rule 15d-21
                promulgated under the Exchange Act, the financial statements
                required by Form 11-K with respect to the 401(k) Savings Plan
                (formerly known as the Profit Sharing and Savings Plan) of Revco
                D.S., Inc. The foregoing financial statements are set forth
                beginning on page F-1 of this amendment.

         3.     Exhibits:


<TABLE>
<CAPTION>
                                 EXHIBIT INDEX

       <S>                    <C>                                                                 <C>
       EXHIBIT                                                                                     PAGE
       NUMBER                                 EXHIBIT DESCRIPTION                                 NUMBER
      ---------                                -------------------                                 ------
        23.1                   -Consent of Arthur Andersen LLP, independent public                 
                               accountants, with respect to Registration Statement
                               Nos. 33-67816 and 33-91774

        23.2                   -Consent of Arthur Andersen LLP, independent public
                               accountants
</TABLE>


                                       2


      
<PAGE>   3
                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        REVCO D.S., INC.
                                        (Registrant)



Date: November 27, 1996                 By: /s/ Jack A. Staph
                                            -----------------------------
                                            Jack A. Staph,
                                            Senior Vice President
                                            Secretary and General Counsel
                
<PAGE>   4
                      REVCO D.S., INC. 401(K) SAVINGS PLAN

                                      Index
                                      -----
<TABLE>

                                                                                                         Page
                                                                                                         ----

<S>                                                                                                      <C>
Report of Independent Public Accountants.....................................................             2

Combined Statements of Net Assets Available for Plan Benefits
as of May 31, 1996 and 1995..................................................................             3

Combined Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended May 31, 1996 and 1995....................................................             4

Notes to Financial Statements................................................................             5

Schedule I:
        Combining Statement of Net Assets Available for Plan Benefits
        as of May 31, 1995...................................................................            14

Schedule II:
        Combining Statement of Changes in Net Assets Available for
        Plan Benefits for the Year Ended May 31, 1995........................................            15
</TABLE>
<PAGE>   5



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Plan Committee of the
Revco D.S., Inc. 401(k) Savings Plan


We were engaged to audit the accompanying combined statements of net assets
available for plan benefits of the Revco D.S., Inc. 401(k) Savings Plan (the
"Plan") as of May 31, 1996 and 1995, and the related combined statements of
changes in net assets available for plan benefits for the years ended May 31,
1996 and 1995. These combined financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits of
the Plan as of May 31, 1996 and 1995, and the changes in its net assets
available for plan benefits for the years ended May 31, 1996 and 1995, in
conformity with generally accepted accounting principles.

/s/ Arthur Andersen LLP
-----------------------
    Arthur Andersen LLP

Cleveland, Ohio,
November 27, 1996.


<PAGE>   6





                      REVCO D.S., INC. 401(K) SAVINGS PLAN
          COMBINED STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>

                                                               May 31,
                                                     ---------------------------
                                                        1996            1995
                                                     ------------   ------------
<S>                                                  <C>            <C>
Assets:
    The Revco D.S., Inc. Master Trust for
       Profit Sharing and Savings Plans (Note 5) .   $120,480,122   $       --
    Investments held at Northern Trust ...........           --       90,944,265

    Receivables:
       Dividend income ...........................           --            4,183
       Company contributions .....................           --          282,437
       Participant contributions .................           --          735,403
                                                     ------------   ------------

          Total receivables ......................           --        1,022,023
                                                     ------------   ------------

          Total assets ...........................    120,480,122     91,966,288
                                                     ------------   ------------

Liabilities:
    Other payables ...............................         28,933         30,509
                                                     ------------   ------------

Net assets available for plan benefits ...........   $120,451,189   $ 91,935,779
                                                     ============   ============
</TABLE>




                 The accompanying Notes to Financial Statements
                    are an integral part of these statements.

                                       3
<PAGE>   7
                      REVCO D.S., INC. 401(K) SAVINGS PLAN


                  COMBINED STATEMENTS OF CHANGES IN NET ASSETS
                           AVAILABLE FOR PLAN BENEFITS

<TABLE>
<CAPTION>

                                                         Years Ended May 31,
                                                     ---------------------------
                                                           1996         1995
                                                     ------------   ------------
<S>                                                  <C>            <C>
Additions to net assets attributable to:
    Investment income:
       Revco D.S., Inc. Master Trust for
       Profit Sharing and Savings Plans (Note 5):
          Net appreciation of investments            $ 12,317,774   $       --
          Interest                                      2,863,810           --
          Dividends                                       601,495           --

       Investments held at Northern Trust:
          Net appreciation of investments                    --        5,164,711
          Interest                                           --        3,523,480
          Dividends                                          --          363,383
                                                     ------------   ------------
                                                       15,783,079      9,051,574
                                                     ------------   ------------

    Contributions:
       Company                                          3,469,328      1,185,659
       Participant                                     18,473,185      7,301,895
                                                     ------------   ------------
                                                       21,942,513      8,487,554
                                                     ------------   ------------

            Total additions                            37,725,592     17,539,128
                                                     ------------   ------------

Deductions from net assets attributable to:
    Benefits paid                                       8,970,322      4,539,795
    Administrative fees                                   239,860        107,294
                                                     ------------   ------------

           Total deductions                             9,210,182      4,647,089
                                                     ------------   ------------

          Net increase                                 28,515,410     12,892,039

Net assets available for plan benefits:
    Beginning of year                                  91,935,779     79,043,740
                                                     ------------   ------------

    End of year                                      $120,451,189   $ 91,935,779
                                                     ============   ============
</TABLE>


                 The accompanying Notes to Financial Statements
                    are an integral part of these statements.

                                       4
<PAGE>   8
                      REVCO D.S., INC. 401(K) SAVINGS PLAN


                          NOTES TO FINANCIAL STATEMENTS


(1)    GENERAL

       On July 15, 1994, Revco D.S., Inc. (the "Company") acquired all of the
       outstanding common stock of Hook-SupeRx, Inc. ("HSI") under a merger
       agreement dated as of March 31, 1994 that was approved by HSI's
       stockholders on July 8, 1994. As of June 1, 1995, all participants in the
       Hook-SupeRx, Inc. Savings and Profit Sharing Plan (the "HSI Plan") became
       eligible to participate in the Profit Sharing and Savings Plan of Revco
       D.S., Inc. (the "Plan"). The Company's Plan was amended effective June 1,
       1995 to, among other things: (1) expand coverage to all eligible
       employees of the Company, both salaried and hourly, (2) revise the
       percentage of the Company's match to 40% of the first 3% of the
       participants' basic deposit, (3) enhance investment elections, and (4)
       increase flexibility to revise participant elections. The Plan was
       renamed the Revco D.S., Inc. 401(k) Savings Plan as of that date.
       Effective September 30, 1996, the Company merged the HSI Plan with the
       Plan.

(2)    DESCRIPTION OF PLAN

       The following is a summary description of the Plan, as amended, and does
       not purport to be complete. The summary description is qualified in its
       entirety by reference to the full text of the Plan.

       GENERAL

       The Plan is a contributory, defined contribution plan covering all
       qualified employees of the Company who have at least one full year of
       service, as defined, and who are not covered by a collective bargaining
       agreement that provides profit sharing and savings benefits. Certain
       highly compensated employees, as defined by the Plan, may have
       contributions limited in order to comply with Internal Revenue Service
       ("IRS") non-discrimination testing. The Plan is subject to the provisions
       of the Employee Retirement Income Security Act of 1974 ("ERISA").

       The Plan is administered by a committee (the "Plan Committee" or the
       "Plan Administrator") consisting of at least three individuals who are
       appointed by the Company's Board of Directors. The Plan Administrator has
       fiduciary authority to establish and review funding policies, investment
       policies and other administrative matters related to the Plan.

                                       5
<PAGE>   9
                      REVCO D.S., INC. 401(K) SAVINGS PLAN


                          NOTES TO FINANCIAL STATEMENTS


       PARTICIPANT AND COMPANY CONTRIBUTIONS

       Participants may contribute 1% to 10% of eligible pay (2% to 6% of base
       salary prior to June 1, 1995) as the basic deposit and 1% to 4% of
       eligible pay as a supplemental deposit.

       The Company matches 40% of the first 3% of the participants' basic
       deposit (20% of total basic deposits prior to June 1, 1995). Company
       contributions may be made in the form of cash or common stock of the
       Company, or a combination thereof. Since September 1, 1993, the Company
       matching contribution has been made in common stock of the Company and is
       invested in the Revco Stock Fund. The number of shares contributed to the
       Plan is calculated based on the fair value of the stock on the date of
       contribution. Forfeitures are used to reduce Company contributions.

       Separate accounts are maintained for each participants' basic deposit,
       supplemental deposit and Company contribution. Each account is credited
       with an allocation of the Plan's earnings based upon account balances.

       INVESTMENT OF PARTICIPANT AND COMPANY CONTRIBUTIONS

       Effective June 1, 1995, resolutions to the Plan were adopted to expand
       investment options available to Plan participants (see Note 1). The
       following investment options are available under the Plan:

           (a)    Stable Value Fund

                  The Stable Value Fund is invested in investment contracts
                  issued by insurance companies, banks, or other financial
                  institutions. In addition, other investment grade fixed income
                  investments may be included from time to time.

           (b)    Balanced Fund

                  The Balanced Fund is invested in common stock and bonds.

           (c)    Equity Index Fund

                  The Equity Index Fund is invested in certain common stocks so
                  as to closely approximate the investment results of the
                  Standard and Poor's 500 Industrials ("S&P 500"). Accordingly,
                  the Equity Index Fund invests primarily in stocks which are
                  included in the S&P 500 index.

                                       6
<PAGE>   10
                      REVCO D.S., INC. 401(K) SAVINGS PLAN


                          NOTES TO FINANCIAL STATEMENTS


           (d)    Aggressive Equity Fund

                  The Aggressive Equity Fund is invested in common stocks with
                  the primary objective of obtaining appreciation in value. The
                  Aggressive Equity Fund is invested in the Putnam Voyager Fund.

           (e)    Revco Stock Fund

                  The Revco Stock Fund is invested in the common stock of the
                  Company.

           Prior to June 1, 1995, the following investment funds were available
           as investment options under the Plan:

           (a)    Diversified Fixed Income Fund

                  The Diversified Fixed Income Fund invested in various fixed
                  interest contracts issued by a diversified set of insurance
                  companies, or in such other forms of investments having a
                  fixed rate of return. The Diversified Fixed Income Fund
                  invested in insurance contracts with Connecticut General Life
                  Insurance Company ("CIGNA") and Allstate Life Insurance
                  Company ("Allstate").

           (b)    S&P 500 Index Fund

                  The S&P 500 Index Fund invested in such common stocks as to
                  closely approximate the investment results of the Standard and
                  Poor's 500 Industrials. The S&P 500 Index Fund invested in the
                  Mellon Bank Employee Benefit Equity Market Fund.

           (c)    Aggressive Equity Fund

                  The Aggressive Equity Fund invested in common stocks with the
                  primary objective of obtaining appreciation in value. The
                  Aggressive Equity Fund invested in the Putnam Voyager Fund.

           (d)    Revco Stock Fund

                  The Revco Stock Fund invested in the common stock of the
                  Company.

           A participant may change his election with respect to contributions
           on a daily basis throughout the plan year.

                                       7
<PAGE>   11
                      REVCO D.S., INC. 401(K) SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS


          VESTING

          Participants' interests in their voluntary contributions and earnings
          thereon are immediately vested. Participants' interests in Company
          contributions and the earnings thereon vest ratably at 20% per year,
          over a five-year period, commencing one year from date of employment.
          Upon retirement, death or disability, participants' interests in
          Company contributions become fully vested.

          PAYMENT OF BENEFITS AND WITHDRAWALS

          Upon termination of service due to retirement, death or disability, a
          participant or beneficiary may receive the value of his accounts in a
          lump sum or in installments as determined by the Plan Committee in
          consultation with the participant or beneficiary.

          Upon termination of service prior to retirement, death or disability,
          the participant's basic and supplemental deposit account and vested
          portions of employer contributions may be distributed to the
          participant in one lump sum or, if the participant's account balance
          is greater than $3,500, may be maintained in the Plan until retirement
          or age 70-1/2.

          Withdrawals of supplemental deposit accounts, exclusive of earnings
          thereon, may be made by participant request without affecting the
          participant's ability to continue making basic and supplemental
          deposits. Withdrawals of basic deposit accounts and vested portions of
          employer contributions and earnings thereon may be made by application
          to the Plan Committee as to pre-June 1, 1984 contributions. Post-June
          1, 1984 contribution withdrawals may be made only in the case of
          severe financial hardship or the attainment of age 59 1/2.
          Participants electing a hardship withdrawal may not contribute to the
          Plan for a period of at least twelve months subsequent to withdrawing
          basic or employer contributions.

          PARTICIPANT LOANS

          Effective January 1, 1996 the Plan was amended to permit loans to
          participants. Subject to certain limitations, the Plan permits
          participants to borrow a minimum of $1,000 and a maximum of $50,000,
          up to one-half of the vested amount credited to a participant's
          account. Loan transactions are treated as a transfer between the


                                       8
<PAGE>   12
                      REVCO D.S., INC. 401(K) SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS


          investment funds and the participant loans receivable fund. The period
          of repayment for a loan is one to four and one-half years with an
          interest rate equal to the bank prime rate as of the most recent
          calendar quarter end as reported in the Wall Street Journal plus one
          percent. The interest rate is adjusted each calendar quarter end based
          upon changes in the prime rate. Loan repayments are made through
          payroll withholding.

(3)       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          (a)   BASIS OF ACCOUNTING

                The accompanying financial statements of the Plan have been
                prepared on the accrual basis of accounting, with the exception
                of benefit payments. In accordance with the American Institute
                of Certified Public Accountants' Audit and Accounting Guide for
                Audits of Employee Benefit Plans, the Plan's financial
                statements account for benefit payments as they are paid. The
                value of benefits payable at May 31, 1995 was $1,019,000. There
                were no benefits payable as of May 31, 1996.

          (b)   INVESTMENTS

                Effective April 1, 1995 the Plan changed trustees from KeyCorp
                Investment Management and Trust Services to The Northern Trust
                Company (the "Trustee"). Effective June 1, 1995, the assets of
                the Plan were transferred to the Revco D.S., Inc. Master Trust
                for Profit Sharing and Savings Plans (the "Master Trust") (Note
                5).

                The Plan's investments are stated at fair value. Shares of
                mutual funds are valued at quoted market prices which represent
                the net asset value of shares held by the Plan at year end. The
                fair value of the Revco Stock Fund is based on the calculated
                value using the May 31, 1996 and 1995 closing stock price per
                the New York Stock Exchange.

           (c)  USE OF ESTIMATES

                The preparation of financial statements requires management to
                make estimates and assumptions that affect the reported amount
                of net assets available for plan benefits at the date of the
                financial statements and the reported amount of additions to
                and deductions from net assets available for plan benefits
                during the period. Since actual results may differ from these
                estimates, management revises its estimates and assumptions as 
                new information becomes available.

                                       9
<PAGE>   13
                      REVCO D.S., INC. 401(K) SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS


(4)       PLAN TERMINATION

          The Company expects the Plan to be permanent and continue
          indefinitely. Although it has not expressed any intent to do so, the
          Company has the right to discontinue its contributions at any time and
          to terminate the Plan subject to the provisions of ERISA. In the event
          of plan termination, participants will become fully vested in their
          respective balances of the employer's contribution account.

(5)       INVESTMENTS

          On June 1, 1995, the assets of the Plan were transferred into the
          Master Trust administered by the Trustee. The Master Trust was
          established by the Company for the pooled investment of assets of the
          Plan and the HSI Plan.

          Pursuant to the Trustee's method of allocating the investment holdings
          between the two plans, contributions to the Master Trust are treated
          as purchases of shares in the Master Trust, withdrawals are treated as
          sales of shares, and investment income is allocated proportionately to
          all shares held. Accordingly, the value of the Plan's investment in
          the Master Trust is equal to the Plan's interest in each applicable
          investment, increased or decreased by the Plan's allocated share of
          income, gains, and losses attributable to each applicable investment,
          which share is generally based upon the Plan's respective share of the
          Master Trust's combined net assets available for benefits before
          investment income and net appreciation or depreciation in fair value
          of investments. Those administrative expenses of the Master Trust
          which can be specifically identified as being applicable to the Plan
          are charged to the Plan. The remaining expenses are allocated to the
          Plan based on the Plan's respective share of the Master Trust's
          combined net assets available for benefits as of the entry date into
          the Master Trust, or total number of Plan participants, as
          appropriate.

                                       10
<PAGE>   14
                      REVCO D.S., INC. 401(K) SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS


          Investments held by the Trustee, of which the Plan has a proportionate
          interest of approximately 60.7% at May 31, 1996, were as follows:
<TABLE>
<CAPTION>

                 Investments at fair value as determined by
                 quoted market price:
                       <S>                                                          <C>
                        Cash                                                        $     92,287
                        Stable Value Fund                                             71,306,800
                        Balanced Fund                                                 29,589,065
                        Equity Index Fund                                             39,016,346
                        Aggressive Equity Fund                                        40,741,810
                        Revco Stock Fund                                              15,459,677
                        Participant loans                                              2,151,097
                                                                                    ------------
                                                                                     198,357,082

                 Accrued interest and dividends                                           67,158
                                                                                    ------------
                 Total investments                                                  $198,424,240
                                                                                    ============
                 Amount allocated to the Plan                                       $120,480,122
                                                                                    ============
</TABLE>
           At May 31, 1995, the investments of the Plan held by the Trustee were
           as follows:
<TABLE>
<CAPTION>

                 Investments at fair value as determined by
                 quoted market price:
                        <S>                                                          <C>
                        Cash and cash equivalents                                    $ 1,416,867
                        Group Insurance Contracts:
                          Allstate 5.8% group insurance contract                      11,512,791
                          CIGNA group insurance contract                              45,346,604
                        Mutual funds:
                          Putnam Voyager Fund                                          8,384,024
                          Other                                                          169,977
                        Bank Collective Fund:
                          Mellon Bank Employee Benefit Equity
                             Market Fund                                              14,066,853
                        Common Stock:
                             Revco D.S., Inc. Common Stock                            10,047,149
                                                                                     -----------
                                                                                     $90,944,265
                                                                                     ===========
</TABLE>

                                       11
<PAGE>   15
                      REVCO D.S., INC. 401(K) SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS

       During 1996 and 1995, the investments held by the Trustee (including
       investments bought, sold, as well as held during the year) appreciated 
       in value as follows:

<TABLE>
<CAPTION>
                                                                         Year Ended May 31,
                                                                       1996              1995
                                                                   -------------     -------------

            Investments in Master Trust at fair value as determined by quoted
            market price:

                   <S>                                               <C>               <C>
                   Balanced Fund                                     $ 3,140,371
                   Equity Index Fund                                   8,382,402
                   Aggressive Equity Fund                             10,773,997
                   Revco Stock Fund                                    1,372,101
                                                                     -----------
            Net appreciation in fair value                           $23,668,871
                                                                     ===========
            Amount allocated to the Plan                             $12,317,774
                                                                     ===========
            Investments at fair value as determined by quoted market price:
                   Mutual Funds                                                         $1,188,201
                   Bank Collective Fund                                                  2,014,371
                   Common Stock                                                          1,962,139
                                                                                        ----------
            Net appreciation in fair value                                              $5,164,711
                                                                                        ==========
</TABLE>
(6)    TRANSACTIONS WITH PARTIES-IN-INTEREST

       Fees paid during the year for services rendered by parties-in-interest
       were based on customary and reasonable rates for such services.

(7)    FEDERAL INCOME TAXES

       The Plan obtained a determination letter dated July 25, 1995 in which the
       IRS stated that the Plan, as then designed, was in compliance with the
       applicable requirements of Section 401(a) of the Internal Revenue Code
       (the "Code"), including all applicable changes made to the Code by the
       Tax Reform Act of 1986 and subsequent legislation. The Plan has been
       amended since receiving this determination letter. The Company believes
       that the Plan is currently designed and is being operated in compliance
       with the applicable requirements of the Code. Accordingly, no provision
       for federal income taxes has been made in the accompanying financial
       statements.


                                       12
<PAGE>   16
                      REVCO D.S., INC. 401(K) SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS

(8)    RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500

       The following is a reconciliation of net assets available for plan
       benefits per the financial statements to the Form 5500 at May 31, 1995:


<TABLE>
         <S>                                                         <C>
         Net assets available for plan benefits,
              per financial statements                               $91,935,779
         Amounts allocated to
             withdrawing participants                                 (1,019,000)
                                                                     -----------
         Net assets per the Form 5500                                $90,916,779
                                                                     ===========

</TABLE>

       The following is a reconciliation of benefits paid to participants per
       the financial statements to the Form 5500 for the year ended May 31,
       1995:

<TABLE>
         <S>                                                         <C>
         Benefits paid per the financial statements                  $ 4,539,795
         Amounts allocated to withdrawing
             participants at May 31, 1994                             (1,576,072)
         Amounts allocated to withdrawing
             participants at May 31, 1995                              1,019,000
                                                                     -----------
         Benefits paid per the Form 5500                             $ 3,982,723
                                                                     ===========
</TABLE>

                                       13
<PAGE>   17
                                                                     SCHEDULE I

                      REVCO D.S., INC. 401(K) SAVINGS PLAN

          COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>

                                                                        MAY 31, 1995
                                                  -------------------------------------------------------------------
                                                  Diversified      S & P      Aggressive      Revco
                                                 Fixed Income    500 Index      Equity        Stock
                                                      Fund         Fund          Fund          Fund         Total
                                                 ------------   -----------   -----------   -----------   -----------
ASSETS:
  Investments, at market value:
<S>                                               <C>           <C>           <C>           <C>           <C>        
    Group insurance contracts .................   $56,859,395   $        --   $        --   $        --   $56,859,395
    Mutual funds ..............................            --       169,977     8,384,024            --     8,554,001
    Bank collective fund ......................            --    14,066,853            --            --    14,066,853
    Common stock ..............................            --            --            --    10,047,149    10,047,149
    Cash equivalents ..........................       643,817       105,597       533,309       134,144     1,416,867
                                                  -------------------------------------------------------------------

        Total investments .....................    57,503,212    14,342,427     8,917,333    10,181,293    90,944,265

  Receivables:
    Dividend income ...........................            --         4,183            --            --         4,183
    Company contributions .....................            --            --            --       282,437       282,437
    Participant contributions .................       429,676       127,330       130,546        47,851       735,403
                                                  -------------------------------------------------------------------

        Total receivables .....................       429,676       131,513       130,546       330,288     1,022,023
                                                  -------------------------------------------------------------------

        TOTAL ASSETS ..........................    57,932,888    14,473,940     9,047,879    10,511,581    91,966,288
                                                  -------------------------------------------------------------------

LIABILITIES:
    Other Payables ............................        17,002         6,773         3,386         3,348        30,509
                                                  -------------------------------------------------------------------

NET ASSETS AVAILABLE FOR PLAN BENEFITS ........   $57,915,886   $14,467,167   $ 9,044,493   $10,508,233   $91,935,779
                                                  ===================================================================
</TABLE>


         The accompanying Notes to Financial Statements are an integral
                             part of this statement.

                                      14
<PAGE>   18
                                                                    SCHEDULE II

                      REVCO D.S., INC. 401(K) SAVINGS PLAN

    COMBINING STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>

                                                                       YEAR ENDED MAY 31,1995
                                              --------------------------------------------------------------------------
                                              Diversified         S & P       Aggressive         Revco
                                              Fixed Income     500 Index        Equity           Stock
                                                  Fund            Fund           Fund            Fund           Total
                                              ------------   ------------    ------------    ------------   ------------
<S>                                           <C>            <C>             <C>             <C>            <C>         
ADDITIONS TO NET ASSETS ATTRIBUTABLE TO:
  Investment Income:
    Net appreciation of investments .......   $         --   $  2,014,371    $  1,188,201    $  1,962,139   $  5,164,711
    Interest ..............................      3,490,746         11,031          18,982           2,721      3,523,480
    Dividends .............................             --        363,383              --              --        363,383
                                              --------------------------------------------------------------------------
                                                 3,490,746      2,388,785       1,207,183       1,964,860      9,051,574

  Contributions:
    Company ...............................             --             --              --       1,185,659      1,185,659
    Participant ...........................      3,472,670      1,543,932       1,447,975         837,318      7,301,895
                                              --------------------------------------------------------------------------
                                                 3,472,670      1,543,932       1,447,975       2,022,977      8,487,554
                                              --------------------------------------------------------------------------

                    TOTAL ADDITIONS .......      6,963,416      3,932,717       2,655,158       3,987,837     17,539,128
                                              --------------------------------------------------------------------------


DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO:
  Benefits paid ...........................      3,226,603        669,092         288,042         356,058      4,539,795
  Administrative fees .....................         58,780         22,438          12,167          13,909        107,294
                                              --------------------------------------------------------------------------

                    TOTAL DEDUCTIONS ......      3,285,383        691,530         300,209         369,967      4,647,089
                                              --------------------------------------------------------------------------

          Transfers .......................         51,312       (641,332)       (183,799)        773,819             --
                                              --------------------------------------------------------------------------

                    NET INCREASE ..........      3,729,345      2,599,855       2,171,150       4,391,689     12,892,039

NET ASSETS AVAILABLE FOR PLAN BENEFITS:
  BEGINNING OF YEAR .......................     54,186,541     11,867,312       6,873,343       6,116,544     79,043,740
                                              --------------------------------------------------------------------------

  END OF YEAR .............................   $ 57,915,886   $ 14,467,167    $  9,044,493    $ 10,508,233   $ 91,935,779
                                              ==========================================================================
</TABLE>


              The accompanying Notes to Financial Statements are an
                        integral part of this statement.

                                      15