-----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, IZU5wjTAXMDPVTxMaWg9DgmGg8eM7CmBVr3Xu7n0MwkQ9Lq4HUSzeMmsnjX58ojz RdAlMb1EVOSYz/TlMsqehw== 0000950103-98-000537.txt : 19980522 0000950103-98-000537.hdr.sgml : 19980522 ACCESSION NUMBER: 0000950103-98-000537 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-52055 FILED AS OF DATE: 19980521 EFFECTIVENESS DATE: 19980521 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CVS CORP CENTRAL INDEX KEY: 0000064803 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 050494040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-53221 FILM NUMBER: 98629422 BUSINESS ADDRESS: STREET 1: ONE CVS DR. CITY: WOONSOCKET STATE: RI ZIP: 02895- BUSINESS PHONE: 4017651500 MAIL ADDRESS: STREET 1: ONE CVS DR. CITY: WOONSOCKET STATE: RI ZIP: 02895- FORMER COMPANY: FORMER CONFORMED NAME: MELVILLE CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MELVILLE SHOE CORP DATE OF NAME CHANGE: 19760630 S-3MEF 1 As filed with the Securities and Exchange Commission on May 20, 1998 Registration No. 333- =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-3MEF REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- CVS Corporation (Exact Name of Registrant as specified in its charter) Delaware 05-0494040 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) --------------- One CVS Drive Woonsocket, Rhode Island 02895 (401) 765-1500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- Charles C. Conaway Executive Vice President and Chief Financial Officer CVS Corporation One CVS Drive Woonsocket, Rhode Island 02895 (401) 765-1500 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- Copies to:
Dennis S. Hersch, Esq. Alan S. Schwartz, Esq. Robert E. Buckholz, Jr., Esq. Deanna L. Kirkpatrick, Esq. Norman Beitner, Esq. Sullivan & Cromwell Davis Polk & Wardwell Honigman Miller Schwartz and Cohn 125 Broad Street 450 Lexington Avenue 2290 First National Building New York, New York 10004 New York, New York 10017 Detroit, Michigan 48226-3583 (212) 558-4000 (212) 450-4000 (313) 256-7800
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] File No. 333-52055 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, 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 Number of Maximum Maximum Shares to be Offering Price Aggregate Amount of Title of Each Class of Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee - --------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share(2)......... 589,265 $68.5 $40,364,652.50 $11,907.58 ===========================================================================================================================
- -------------------- (1) Estimated solely for the purpose of calculating the registration fee based upon the average of the reported high and low sales prices of the Common Stock on the New York Stock Exchange on May 19, 1998. (2) Up to 589,265 shares of Common Stock registered hereby may be delivered upon the exchange of Trust Automatic Common Exchange Securities registered on a separate registration statement filed pursuant to Rule 462(b) relating to the registration statement on Form N-2 (Registration Nos. 333-41617 and 811-08539). Such number of shares of Common Stock that may be delivered upon such exchange is subject to adjustment in accordance with Rule 416. Since such shares of Common Stock are deliverable only upon the exchange of Trust Automatic Common Exchange Securities for which a registration fee is being paid pursuant to the registration statement referenced above, no further registration fee with respect to such shares is required pursuant to the provisions of Rule 457(i). The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. =========================================================================== Incorporation By Reference of Registration Statement on Form S-3, File No. 333-52055 CVS Corporation (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3MEF in its entirety the Registration Statement on Form S-3 (File No. 333-52055) declared effective on May 20, 1998 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. Exhibits - -------- 5.1 Opinion of Davis Polk & Wardwell 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1) 24.1 Powers of Attorney* - ------------- * Incorporated by reference to the Company's Registration Statement on Form S-3, No. 333-52055 Pursuant to the requirements of the Securities Act of 1933, CVS Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Woonsocket, State of Rhode Island, on May 20, 1998. CVS CORPORATION By: /s/ Charles C. Conaway -------------------------- Charles C. Conaway Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- President, Chief Executive Officer and May 20, 1998 * Director (Principal Executive Officer) - ----------------------------- Thomas M. Ryan Executive Vice President and Chief May 20, 1998 Financial Officer (Principal Financial /s/ Charles C. Conaway Officer) - ----------------------------- Charles C. Conaway * Vice President (Principal Accounting Officer) May 20, 1998 - ----------------------------- Larry D. Solberg * Director May 20, 1998 - ----------------------------- Allan J. Bloostein * Director May 20, 1998 - ----------------------------- W. Don Cornwell * Director May 20, 1998 - ----------------------------- Thomas P. Gerrity * Chairman of the Board and Director May 20, 1998 - ----------------------------- Stanley P. Goldstein * Director May 20, 1998 - ----------------------------- William H. Joyce * Director May 20, 1998 - ----------------------------- Terry R. Lautenbach * Director May 20, 1998 - ----------------------------- Terrence Murray * Director May 20, 1998 - ----------------------------- Sheli Z. Rosenberg * Director May 20, 1998 - ----------------------------- Ivan G. Seidenberg * Director May 20, 1998 - ----------------------------- Thomas O. Thorsen * Director May 20, 1998 - ----------------------------- Eugene Applebaum *By: /s/Charles C. Conaway Attorney-in-Fact - ----------------------------- Charles C. Conaway
INDEX TO EXHIBITS Exhibits - -------- 5.1 Opinion of Davis Polk & Wardwell 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1) 24.1 Powers of Attorney* - ------------ * Incorporated by reference to the Company's Registration Statement on Form S-3, No. 333-52055 EX-5.1 2 EXHIBIT 5.1 212-450-4000 May 20, 1998 CVS Corporation One CVS Drive Woonsocket, RI 02895 Ladies and Gentlemen: We have acted as counsel to CVS Corporation ("CVS") in connection with CVS' Registration Statement on Form S-3MEF (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of shares (the "Shares") of common stock, par value $.01 per share, of CVS to be sold by certain stockholders of CVS. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and other instruments, and have conducted such other investigations of fact and law, as we have deemed necessary or advisable for the purposes of this opinion. On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and non-assessable. We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In addition, we consent to the reference to us under the caption "Validity of Common Stock" in the Prospectus constituting a part of the Registration Statement. Very truly yours, /s/ DAVIS POLK & WARDWELL ------------------------- EX-23.1 3 EXHIBIT 23.1 [KPMG Peat Marwick Letterhead LLP] CONSENT OF INDEPENDENT ACCOUNTANTS Board of Directors CVS Corporation We hereby consent to the use of our audit reports dated February 9, 1998 on the consolidated financial statements of CVS Corporation and subsidiaries as of December 31, 1997 and 1996, and for each of the years in the three-year period then ended, such reports appearing and incorporated by reference in the Annual Report on Form 10-K of CVS Corporation for the year ended December 31, 1997, incorporated by reference in this Registration Statement on Form S-3MEF. We consent to the reference to our firm under the headings "Selected Historical Consolidated Financial and Operating Data" and "Experts" in this Registration Statement on Form S-3MEF. /s/ KPMG PEAT MARWICK LLP - ------------------------------ KPMG PEAT MARWICK LLP Providence, Rhode Island May 20, 1998 -----END PRIVACY-ENHANCED MESSAGE-----