-----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, VBUuMxgLrQ386xP/K6mMiwy1E9jFzTBKTpbLgfvvopBgvZ1/pwbrmJtAMdI0ICbT l0tWX2W7hpp/LaOoG/3jlg== 0000950137-97-002625.txt : 19970808 0000950137-97-002625.hdr.sgml : 19970808 ACCESSION NUMBER: 0000950137-97-002625 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970807 SROS: NONE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07706 FILM NUMBER: 97653360 BUSINESS ADDRESS: STREET 1: ONE CVS DR CITY: WOONSOCKET STATE: RI ZIP: 02895 BUSINESS PHONE: 9149254000 MAIL ADDRESS: STREET 1: ONE THEALL ROAD CITY: RYE STATE: NY ZIP: 10580 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZELL CHILMARK FUND L P CENTRAL INDEX KEY: 0000905301 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363716608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: 15TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129849711 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: 15TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* CVS Corporation - ------------------------------------------------------------------------------- (NAME OF ISSUER) Common Stock, par value $.01 per value - ------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 126650100 - ------------------------------------------------------------------------------- (CUSIP NUMBER) Alisa Singer, Rosenberg & Liebentritt, P.C. Two N. Riverside Plaza, Suite 600, Chicago, IL 60606 (312) 466-3196 - ------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) July 29, 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 the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 2 CUSIP No. 126650100 13D Page 2 of 8 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zell/Chilmark Fund, L.P. 36-3716608 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF 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* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 3 ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN. CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANING AS THEY HAVE IN THE SCHEDULE 13D. Item 5. Interest in Securities of the Issuers (a) As a result of the disposition of the Common Stock disclosed in (c) below, Zell/Chilmark owns no shares of the Issuer. (c) On July 29, 1997, Zell/Chilmark distributed 57,041 shares of Common Stock to two of Zell/Chilmark's limited partners. On July 29, 1997, Zell/Chilmark sold 11,528,002 shares of the Issuer at $54.00 per share less a 3% commission in an underwritten offering pursuant to the Underwriting Agreement and Subscription Agreement described in Item 6. below. (e) On July 29, 1997, Zell/Chilmark ceased to be the beneficial owner of more than 5 percent of the Common Stock of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. As of June 24, 1997, in a letter agreement, the Issuer and Zell/Chilmark amended the Registration Agreement ("Registration Letter Agreement") to provide that the Issuer would undertake a secondary offering of the Common Stock and that the Issuer would not currently file with the Commission a Shelf Registration Statement. The summary of the Registration Letter Agreement contained in this Amendment to Schedule 13D of certain provisions of the Registration Letter Agreement is qualified in its entirety by reference to the Registration Letter Agreement attached hereto as Exhibit 4 and incorporated herein by reference. On July 23, 1997, Zell/Chilmark and other selling stockholders of Common Stock (collectively the "Selling Stockholders") entered into an Underwriting Agreement with Credit Suisse First Boston Corporation; Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"); Merrill Lynch, Pierce Fenner & Smith Incorporated; Morgan Stanley & Co. Incorporated; and Salomon Brothers Inc. (collectively, the "U.S. Underwriters") and a Subscription Agreement with Credit Suisse First Boston (Europe) Limited; DLJ; Merrill Lynch International; Morgan Stanley & Co. International Limited; and Salomon Brothers International Limited (collectively the "International Underwriters"). Pursuant to the Underwriting Agreement and the Subscription Agreement, the Selling Stockholders agreed to sell to the U.S. Underwriters and the International Underwriters a total of 14.5 million shares of Common Stock and at the option of the U.S. Underwriters and the International Underwriters an additional 1,341,755 shares of Common Stock. The Underwriting Agreement and the Subscription Agreement are incorporated herein in their entirety by reference to the Issuer's Registration Statement on Form S-3, File No. 333-31449. Item 7. Materials to be Filed as Exhibits The Registration Letter Agreement is attached hereto as Exhibit 4. The Underwriting Agreement and the Subscription Agreement are herein incorporated by reference to the Issuer's Registration Statement on Form S-3, File No. 333-31449. Page 3 of 8 4 SIGNATURES After reasonable inquiry, and the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: August 7, 1997. Zell/Chilmark Fund, L.P. By: ZC Limited Partnership, general partner By: ZC Partnership, general partner By: ZC Inc., a partner By: /s/ Sheli Z. Rosenberg ---------------------------- Vice President Page 4 of 8 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION PAGE - -------------- ----------- ---- 1 Registration Rights Agreement * 2 Letter to the Issuer and Revco from * Zell/Chilmark dated February 6, 1997 3 Letter to the Issuer and Revco from * Zell/Chilmark dated May 29, 1997 4 Registration Letter Agreement 6 5 Underwriting Agreement dated July 23, 1997 ** 6 Subscription Agreement dated July 23, 1997 ** * Previously filed. ** Incorporated herein by reference to the Issuer's Registration Statement on Form S-3, File No. 333-31449. Page 5 of 8 EX-4 2 REGISTRATION LETTER AGREEMENT 1 EXHIBIT 4 CVS Corporation One CVS Drive Woonsocket, RI 02895 As of June 24, 1997 Ms. Sheli Rosenberg Zell/Chilmark Fund, L.P. 2 North Riverside Plaza Chicago, Illinois 60606 Dear Sheli: This letter is in reference to the Registration Rights Agreement dated as of May 29, 1997 (the "RRA") entered into in connection with the CVS/Revco merger transaction completed on that date. Capitalized terms (not otherwise defined herein) are used in this letter as defined in the RRA. As you know, we have been discussing the mutual desirability of marketing the CVS shares received by you (and the other Holders) in the merger in an organized, co-ordinated manner through a secondary underwritten offering (the "Proposed Offering"). We plan to file, on or about July 17, 1997, a registration statement on Form S-3 under the Securities Act of 1933 relating to the Proposed Offering. If the registration statement is not reviewed by the Commission, subject to market conditions, CS First Boston (lead underwriter for the Proposed Offering) expects that the Proposed Offering will be priced on or about July 24, 1997. If the registration statement is reviewed, we expect that, subject to market conditions, the Proposed Offering will be priced in mid-August. All Holders will be invited to sell Registrable Securities in the Proposed Offering. As discussed with you, CVS management will actively participate to assist the marketing effort, and we look forward to executing a mutually beneficial offering. In light of the Proposed Offering, we confirm that we will not be filing the Required Shelf Registration at this time (as would otherwise be required under Section 2.01 of the RRA). Sections 2.03, 2.05, 2.06, 2.07 and 2.08 and Articles 1 and 3 of the RRA will apply to the Proposed Offering and the related registration Page 6 of 8 2 (as if the registration were under Section 2.02 of the RRA), provided that the Proposed Offering shall not be deemed to be the Demand Registration contemplated by said Section 2.02. Subject to any restrictions contained in the underwriting agreement relating to the Proposed Offering, you may after the date hereof request that we file the Required Shelf Registration promptly with the Commission, and upon such request we shall use our reasonable best efforts to have the Shelf Registration Statement declared effective by the Commission as soon as practicable after such shelf filing. Upon such request in accordance with the preceding sentence, nothing in this letter will affect the rights of Holders with respect to the Required Shelf Registration in accordance with the RRA. In addition, nothing in this letter will affect the rights of Holders to the Demand Registration in accordance with the RRA (it being understood that if the Holders waive their rights to the Required Shelf Registration, then the Shelf Termination Date will be deemed to have occurred on the date of such waiver). In addition, we confirm that this letter agreement (being executed by the Issuer and a Holder representing a majority of the Registrable Securities) hereby effects the following amendments to the RRA: (i) Clause (ii)(B)(3) of the definition of "Holder" in Section 1.01 of the RRA is hereby amended by (1) adding the expression "(x)" immediately after the "(3)" and before "a" in such clause and (2) adding the following at the end of such clause prior to the period:" or (y) an individual that has a direct or indirect equity interest in a general partner or limited partner of Zell/Chilmark and has received Registrable Securities directly or indirectly from Zell/Chilmark." (ii) The definition of "Zell Holder" in Section 1.01 of the RRA is hereby amended and restated in its entirety as follows: "Zell Holder" means Zell/Chilmark, any Affiliate of Zell/Chilmark that is a Holder, each partner of Zell/Chilmark referred to in clause (ii)(B)(3)(x) of the definition of "Holder", and each individual referred to in clause (ii)(B)(3)(y) of the definition of "Holder". (iii) The definition of "Registrable Securities" in Section 1.01 of the RRA is hereby amended by adding the following new sentence at the end of such definition:" For purposes of the proviso to clause (ii) of the preceding sentence, Common Stock held by individuals referred to in Page 7 of 8 3 clause (ii)(B)(3)(y) of the definition of "Holder" will be disregarded, and such individuals will be deemed not to be Zell Holders, for purposes of the determination under clause (x) of such proviso of whether all Registrable Securities held by all Zell Holders could at the time in question be sold without violation of applicable Rule 144 volume limitations." Subject to the foregoing, the RRA will remain unchanged and in full force and effect. Please confirm that the foregoing reflects our agreement by executing a copy of this letter in the space indicated below and faxing it to me at 401-762-3012. Very truly yours, /s/ Chuck Conaway ----------------- Chuck Conaway Executive Vice President and Chief Financial Officer Accepted and Agreed to: Zell/Chilmark Fund, L.P. By: ZC Limited Partnership, general partner By: ZC Partnership, general partner By: ZC, Inc., a partner By: /s/ Rod Dammeyer ---------------- Name: Rod Dammeyer Title: Vice President Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----