-----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, MFoDaw/nSqp29PO3oeSiAyizF+DAqS+2Fr10PUpm/lTgW496sf3a1w8zmvtHYbbf BfsJ9lAHAOKNdqFzOOtL1w== 0000950103-96-001109.txt : 19960930 0000950103-96-001109.hdr.sgml : 19960930 ACCESSION NUMBER: 0000950103-96-001109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960924 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960927 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELVILLE CORP CENTRAL INDEX KEY: 0000064803 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 041611460 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01011 FILM NUMBER: 96635796 BUSINESS ADDRESS: STREET 1: ONE THEALL ROAD CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149254000 MAIL ADDRESS: STREET 1: ONE THEALL ROAD CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: MELVILLE SHOE CORP DATE OF NAME CHANGE: 19760630 8-K 1 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 1996 MELVILLE CORPORATION (Exact Name of Registrant as Specified in its Charter) New York 1-1011 04-1611460 (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification of Incorporation) No.) One Theall Road Rye, New York 10580 (Address of Principal Executive (Zip Code) Offices) Registrant's telephone number, including area code: (914) 925-4000 Not Applicable (Former Name or Former Address, if Changed Since Last Report) ============================================================================== ITEM 5. Other Events. Melville Corporation ("Melville") issued a press release on September 24, 1996 relating to, among other things, (i) the proposed distribution by Melville on October 12, 1996 to its shareholders of record on October 2, 1996 (the "Record Date"), of all the stock of Footstar, Inc. held by Melville, and (ii) the special meeting of Melville's shareholders of record on the Record Date to be held on November 19, 1996. The information contained in the press release is incorporated herein by reference. The press release is attached hereto as Exhibit 99.1. ITEM 7(c). Exhibits. Exhibit 99.1 Press Release of Melville Corporation dated September 24, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MELVILLE CORPORATION /s/ Charles Conaway Dated: September 27, 1996 By: ------------------- Name: Charles Conaway Title: Chief Financial Officer INDEX TO EXHIBITS Sequential Exhibit No. Description Page No. - ----------- ----------- ---------- Exhibit 99.1 Press Release of Melville Corporation dated September 24, 1996. EX-99.1 2 Investor Contact: Nancy Christal Media Contact: Jim Fingeroth Vice President Wendi Kopsick Investor Relations Kekst and Company (914) 722-4704 (212) 593-2655 FOR IMMEDIATE RELEASE MELVILLE ANNOUNCES PLANS FOR COMPLETION OF FOOTSTAR SPINOFF --To Hold Special Shareholder Meeting to Change Corporate Name to CVS Corporation-- Rye, NY, September 24, 1996 -- Melville Corporation (NYSE: MES) today announced plans to complete the spinoff of Footstar, Inc. to its shareholders. The spinoff is among the final steps in the completion of Melville's strategic restructuring program announced last October. Melville will distribute 100% of the shares of common stock of Footstar to its shareholders of record as of the close of business on October 2, 1996 (the Record Date). The official distribution date is October 12, 1996, but certificates for Footstar shares will be mailed on October 15, 1996. Melville said shareholders will receive 0.2879 shares of Footstar common stock for every one share of Melville common stock held on the Record Date. Immediately following the distribution, Footstar will have a total of approximately 30.5 million common shares outstanding. The Form 10 is expected to be declared effective on September 26, 1996. Footstar's common stock has been approved for listing on the New York Stock Exchange under the symbol "FTS" subject to official notice of issuance. Footstar had sales from continuing operations of $1.6 billion in 1995. It will be comprised of Meldisco, a leading operator of leased footwear departments in approximately 2,200 Kmart stores, and Footaction, a 444-unit mall-based, branded athletic footwear chain. Stanley Goldstein, Chairman and Chief Executive Officer of Melville, commented, "The spinoff of Footstar to shareholders sets the stage for completion of Melville's strategic restructuring program announced last October. Since that time, Melville has divested four businesses -- Marshalls, Kay-Bee Toys, Wilsons and This End Up -- significantly reduced its costs, strengthened its financial position and created two new industry- focused companies, CVS Corporation in the chain drugstore industry and Footstar in the footwear industry. We are very excited about the prospects of CVS and Footstar, both of which enjoy leadership positions in their industries and substantial growth opportunities." Melville also said that it would hold a special shareholder meeting on November 19, 1996 to obtain approval to change its corporate name to CVS Corporation and to reincorporate in Delaware. The Company is currently incorporated in New York. All Melville shareholders of record on October 2, 1996 will be entitled to vote at the special meeting. In anticipation of the name change, Melville's trading symbol on the New York Stock Exchange will be changed from "MES" to "CVS" on or about October 16, 1996. # # # -----END PRIVACY-ENHANCED MESSAGE-----