0000950112-95-002005.txt : 19950802 0000950112-95-002005.hdr.sgml : 19950802 ACCESSION NUMBER: 0000950112-95-002005 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950728 EFFECTIVENESS DATE: 19950728 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECKERD CORP CENTRAL INDEX KEY: 0000031364 STANDARD INDUSTRIAL CLASSIFICATION: 5912 IRS NUMBER: 133302437 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 033-61447 FILM NUMBER: 95556710 BUSINESS ADDRESS: STREET 1: P O BOX 4689 CITY: CLEARWATER STATE: FL ZIP: 34618 BUSINESS PHONE: 8133996000 MAIL ADDRESS: STREET 1: JACK ECKERD CORPORATION STREET 2: P O BOX 4689 CITY: CLEARWATER STATE: FL ZIP: 34618 FORMER COMPANY: FORMER CONFORMED NAME: ECKERD DRUGS OF FLORIDA INC DATE OF NAME CHANGE: 19700112 POS462B 1 ECKERD CORPORATION AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1995 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- ECKERD CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3302437 (State or other jurisdiction of (IRS employer incorporation or organization) identification number) 8333 BRYAN DAIRY ROAD LARGO, FLORIDA 34647 (813) 399-6000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ROBERT E. LEWIS, ESQ. VICE PRESIDENT/GENERAL COUNSEL 8333 BRYAN DAIRY ROAD LARGO, FLORIDA 34647 (813) 399-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------- COPIES TO: STACY J. KANTER, ESQ. MARK KESSEL, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM SHEARMAN & STERLING 919 THIRD AVENUE 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022 (212) 735-3000 (212) 848-4000
------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this registration statement becomes effective. ------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. X 33-60887 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM TITLE OF EACH CLASS OF MAXIMIMUM AGGREGATE SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED(1) PER UNIT PRICE REGISTRATION FEE Common Stock ($.01 par value).................. 1,000,500 shares $32.25 $32,266,125 $11,127
(1) Includes 130,500 shares of Common Stock that the Underwriters have the option to purchase to cover over-allotments, if any. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This registration statement is being filed with respect to the registration of additional shares of common stock, $.01 par value, of Eckerd Corporation, a Delaware corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended ("Rule 462(b)"). Pursuant to Rule 462(b), the contents of the registration statement of the Company (File No. 33-60887), including the exhibits thereto, are incorporated by reference into this registration statement. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Largo, State of Florida on July 28, 1995. ECKERD CORPORATION By /s/ SAMUEL G. WRIGHT ................................... Samuel G. Wright Executive Vice President/Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
SIGNATURE TITLES DATE - ---------------------------------------- ---------------------------------- ------------- /s/ STEWART TURLEY Chairman of the Board and Chief July 28, 1995 ........................................ Executive Officer Stewart Turley /s/ FRANCIS A. NEWMAN President, Chief Operating Officer July 28, 1995 ........................................ and Director Francis A. Newman * Director July 28, 1995 ........................................ John W. Boyle /s/ SAMUEL G. WRIGHT Executive Vice President/ July 28, 1995 ........................................ Chief Financial Officer Samuel G. Wright * Director July 28, 1995 ........................................ James T. Doluisio * Director July 28, 1995 ........................................ Donald F. Dunn * Director July 28, 1995 ........................................ Albert J. Fitzgibbons, III * Director July 28, 1995 ........................................ Lewis W. Lehr * Director July 28, 1995 ........................................ Rupinder S. Sidhu * Director July 28, 1995 ........................................ Alexis P. Michas *By /s/ ROBERT E. LEWIS .................................... Robert E. Lewis Attorney-in-Fact
II-4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ---------- ----------------------------------------------------------------------------- 5.1 -- Opinion and consent of Robert E. Lewis, Esq. (Filed as Exhibit 5.1 to the Registration Statement on Form S-3 of the Company (File No. 33-60887) and incorporated by reference herein). 15.1 -- Letter of KPMG Peat Marwick LLP dated July 28, 1995 re Unaudited Interim Financial Information. 23.1 -- Consent of KPMG Peat Marwick LLP dated July 28, 1995. 23.2 -- Consent of Robert E. Lewis, Esq. (included in Exhibit 5.1 hereto). 24.1 -- Power of Attorney (Filed as Exhibit 24.1 to the Registration Statement on Form S-3 of the Company (File No. 33-60887) and incorporated by reference herein).
EX-15.1 2 EXHIBIT 15.1 Eckerd Corporation 8333 Bryan Dairy Road Largo, Florida 34647 Gentlemen: Re: Registration Statement on Form S-3 of Eckerd Corporation Filed Pursuant to Rule 462(b) of the Securities Act of 1933 With respect to the subject registration statement, we acknowledge our awareness of the incorporation by reference therein of our report dated June 10, 1995 related to our review of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933 (the "Act"), such report is not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. Very truly yours, /s/ KPMG PEAT MARWICK LLP ..................................... Tampa, Florida July 28, 1995 EX-23.1 3 EXHIBIT 23.1 CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors: Eckerd Corporation and Subsidiaries: We consent to the use of our audit report dated March 20, 1995 on the consolidated financial statements of Eckerd Corporation and Subsidiaries included in its Annual Report on Form 10-K 405 as of January 28, 1995 and January 29, 1994, and the fiscal years ended January 28, 1995, January 29, 1994 and January 30, 1993, incorporated by reference into the Prospectus (the "Prospectus"), which forms a part of the Registration Statement on Form S-3 of the Company filed on the date hereof pursuant to Rule 462(b) of the Securities Act of 1933, and to the reference to this firm under the heading "Experts" in the Prospectus. Our report refers to a change in accounting policy related to the timing of the recognition of closed store obligations. /s/ KPMG PEAT MARWICK LLP ...................................... Tampa, Florida July 28, 1995