AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 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:
<TABLE>
<S> <C>
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
</TABLE>
-------------------
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 33-64409
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
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock ($.01 par
value).................. 575,000 shares $42.00 $24,150,000 $8,328
</TABLE>
(1) Includes 75,000 shares of Common Stock that the Underwriters have the
option to purchase to cover over-allotments, if any.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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. 33-64409),
including the exhibits thereto, are incorporated by reference into this
registration statement.
2
<PAGE>
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 December 8, 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:
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
- ---------------------------------------- ---------------------------------- -------------
<S> <C> <C>
/s/ STEWART TURLEY Chairman of the Board and Chief December 8, 1995
........................................ Executive Officer
Stewart Turley
/s/ FRANCIS A. NEWMAN President, Chief Operating Officer December 8, 1995
........................................ and Director
Francis A. Newman
* Director December 8, 1995
........................................
John W. Boyle
/s/ SAMUEL G. WRIGHT Executive Vice President/ December 8, 1995
........................................ Chief Financial Officer
Samuel G. Wright
* Director December 8, 1995
........................................
James T. Doluisio
* Director December 8, 1995
........................................
Donald F. Dunn
* Director December 8, 1995
........................................
Albert J. Fitzgibbons, III
* Director December 8, 1995
........................................
Margaret H. Jordan
<PAGE>
* Director December 8, 1995
........................................
Lewis W. Lehr
* Director December 8, 1995
........................................
Rupinder S. Sidhu
* Director December 8, 1995
........................................
Alexis P. Michas
*By /s/ ROBERT E. LEWIS
....................................
Robert E. Lewis
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- -----------------------------------------------------------------------------
<S> <C> <C>
5.1 -- Opinion and consent of Robert E. Lewis, Esq. (Filed as Exhibit 5.1 to
Amendment No. 1 to the Registration Statement on Form S-3 of the Company
(File No. 33-64409) and incorporated by reference herein).
15.1 -- Letter of KPMG Peat Marwick LLP dated December 7, 1995 re Unaudited Interim
Financial Information.
23.1 -- Consent of KPMG Peat Marwick LLP dated December 7, 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. 33-64409) and incorporated by reference
herein).
</TABLE>
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 reports dated June
10, 1995 and September 7, 1995 related to our reviews of interim financial
information.
Pursuant to Rule 436(c) under the Securities Act of 1933 (the "Act"), such
reports are 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
December 7, 1995
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
December 7, 1995
