-----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, CPrN7gL+qH/KW0iGUEN+D0sGaoX0K9vl3NyIuCpmGRcwZ02kTeTxLF2X0W6WYNZb 6rxRJvdbiSVrHR7bfGP2PA== 0000898345-97-000004.txt : 19970611 0000898345-97-000004.hdr.sgml : 19970611 ACCESSION NUMBER: 0000898345-97-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970610 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CVS REVCO D S INC CENTRAL INDEX KEY: 0000083496 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 341527876 STATE OF INCORPORATION: DE FISCAL YEAR END: 0601 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35287 FILM NUMBER: 97621799 BUSINESS ADDRESS: STREET 1: 1925 ENTERPRISE PKWY CITY: TWINSBURG STATE: OH ZIP: 44087 BUSINESS PHONE: 2164259811 MAIL ADDRESS: STREET 1: 1925 ENTERPRISE PKWY CITY: TWINSBURG STATE: OH ZIP: 44087 FORMER COMPANY: FORMER CONFORMED NAME: REVCO D S INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGTEN ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0000898345 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132925888 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 35 EAST 21ST STREET 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125296612 MAIL ADDRESS: STREET 2: 35 EAST 21ST STREET CITY: NEW YORK STATE: NY ZIP: 10010 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* Revco D.S., Inc. (RXR) (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) CUSIP No. 761339100 (CUSIP Number) Felix Kozodoy Magten Asset Management Corp. 35 East 21st Street New York, New York 10010 (212) 529-6612 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 30, 1997 (Date of Event which Requires 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-1(b)(3) or (4), check the following box . Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 that Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 761339100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Magten Asset Management Corp. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /X/ 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) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IA, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 761339100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Talton R. Embry 2 Check the Appropriate Box if a Member of a Group* (a) (b) /X/ 3 SEC Use Only 4 Source of Funds* 00, PF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) /X/ 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE This Amendment No. 15 to Schedule 13D amends the Schedule 13D initially filed on June 9, 1992 (collectively, with all amendments thereto, the "Schedule 13D") by (i) Magten Asset Management Corp., a Delaware corporation ("Magten"), with respect to the shares of Common Stock beneficially owned by investment advisory clients of Magten (the "Investment Advisory Shares") and (ii) Talton R. Embry ("Embry" and together with Magten, the "Reporting Persons") with respect to the shares of Common Stock beneficially owned by Embry, by Embry's wife, by Embry's minor child, by three trusts for members of Embry's family for which Embry is trustee and for pension trusts for the benefit of current and former employees of Magten for which Embry is trustee. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is amended and restated in its entirety as follows: A. Magten. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Magten is incorporated herein by reference. The percentage amount set forth in Row 13 of such cover page and of each other cover page filed herewith is calculated based upon the 68,858,692 shares of Common Stock outstanding as of March 21, 1997 reported by the Company in its Form 10-Q/A for the period ended February 8, 1997. (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share of Common Stock for all purchases and sales of the Share of Common Stock in the last 60 days are set forth on Schedule A hereto and are incorporated herein by reference. All of such listed transactions reflect the exchange of shares of Common Stock in the merger of Revco D.S., Inc. into CVS Corporation on May 30, 1997. (d) The beneficial owners of the Investment Advisory Shares have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. PAGE (e) Magten and the beneficial owners of the Investment Advisory Shares ceased to be beneficial owners of 5% or more of the outstanding shares of Common Stock on May 30, 1997. B. Talton R. Embry. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Embry is incorporated herein by reference. (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share of Common Stock for all purchases and sales of the shares of Common Stock in the last 60 days are set forth on Schedule B hereto and are incorporated herein by reference. All of such listed transactions reflect the exchange of shares of Common Stock in the merger of Revco D.S., Inc. into CVS Corporation on May 30, 1997. (d) Embry is the trustee of four pension trusts for the benefit of current and former employees of Magten, including himself (the "Pension Trusts"). Embry is also the trustee for three trusts for members of his family (the "Family Trusts"). The beneficiaries of the Pension Trusts and Family Trusts have the right to receive dividends from or proceeds from the sale of shares of Common Stock held by the Pension Trusts and the Family Trusts, respectively, and Embry's son and wife have the right to receive or direct the receipt of proceeds from the sale or dividends from the shares of Common Stock beneficially owned by them. (e) Embry, and the beneficiaries of the Pension Trusts and the Family Trusts, and Embry's family members ceased to be beneficial owners of 5% or more of the outstanding shares of Common Stock on May 30, 1997. PAGE SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 10, 1997 MAGTEN ASSET MANAGEMENT CORP. By: /S/ TALTON R. EMBRY -------------------------- Talton R. Embry, Managing Director /S/ TALTON R. EMBRY ---------------------------- Talton R. Embry PAGE SCHEDULE A INVESTMENT ADVISORY CLIENTS TRADE DATE NUMBER OF SHARES PRICE EXCHANGED<1> PER SHARE (including commission) 5/30/97 4,860,520 N/A<2> <1> These shares of Common Stock were exchanged in the merger (the "Merger") of Revco D.S., Inc. into CVS Corporation which was consummated on May 30, 1997. <2> In connection with the Merger, each share of Common Stock was exchanged for 0.8842 shares of CVS common stock. PAGE SCHEDULE B TALTON R. EMBRY TRADE DATE NUMBER OF SHARES PRICE EXCHANGED<1> PER SHARE (including commission) 5/30/97 108,129 N/A<2> <1> These shares of Common Stock were exchanged in the merger (the "Merger") of Revco D.S., Inc. into CVS Corporation which was consummated on May 30, 1997. <2> In connection with the Merger, each share of Common Stock was exchanged for 0.8842 shares of CVS common stock. -----END PRIVACY-ENHANCED MESSAGE-----