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): December 2, 1996
CVS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-1011 05-0494040
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification
of Incorporation) No.)
1 CVS Drive
Woonsocket , Rhode Island 02895
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code:
(401) 765-1500
Formerly named: Melville Corporation
(Former Name or Former Address, if Changed
Since Last Report)
ITEM 5. Other Events.
On December 2, 1996, CVS Corporation ("CVS"), through its
indirect wholly-owned subsidiary, Nashua Hollis CVS, Inc., consummated an
initial underwritten public offering of 13,000,000 shares of the common stock
of Linens 'n Things, Inc., an indirect subsidiary of CVS. A press release
announcing the pricing and certain other information relating to the offering
was issued on November 26, 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 CVS Corporation
dated November 26, 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.
CVS CORPORATION
Dated: December 6, 1996 By: /s/ Charles Conaway
---------------------------------
Name: Charles Conaway
Title: Chief Financial Officer
INDEX TO EXHIBITS
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Exhibit No. Description Page No.
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Exhibit 99.1 Press Release of CVS
Corporation dated November 26,
1996.
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
CVS ANNOUNCES INITIAL PUBLIC OFFERING OF LINENS 'N THINGS
COMMON STOCK PRICED AT $15.50 PER SHARE
WOONSOCKET, RHODE ISLAND, November 26, 1996--CVS Corporation (NYSE: CVS)
today announced the initial public offering of 13 million shares of the common
stock of its Linens 'n Things, Inc. subsidiary at a price to the public of
$15.50 per share. Settlement is expected to take place on December 2, 1996.
In addition, the underwriters have been granted an option to buy up to an
additional 1,950,000 shares to cover over-allotments. The stock will trade on
the New York Stock Exchange under the symbol "LIN."
There will be a total of 19,267,758 shares of Linens 'n Things common stock
outstanding upon completion of the offering. CVS will hold approximately
32.5% of the outstanding shares immediately after the initial offering.
The proceeds of the offering of approximately $190 million will be used by CVS
to expedite its growth plans and for general corporate purposes. As part of
its accelerated growth strategy, CVS recently announced its planned entry into
three new markets in the Carolinas, following the successful entry into the
Atlanta market this fall with the grand opening of nine stores. Linens 'n
Things will not receive any proceeds from the offering.
Linens 'n Things was founded in 1975 and was acquired in 1983 by Melville
Corporation, which was recently renamed CVS Corporation. Linens' initial
public offering is part of a restructuring program announced by Melville in
October 1995. The main components of the restructuring include the creation
of two publicly-traded, independent and industry-focused companies--CVS
Corporation in the chain drug industry and Footstar, Inc. in the footwear
industry. Linens' offering will accelerate the completion of the Melville
restructuring program. CVS continues to evaluate alternatives for separating
Bob's Stores, which is the only remaining business outside of the Company's
core drug store/healthcare operations.
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state
in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
CS First Boston and Donaldson, Lufkin & Jenrette Securities Corporation are
managers of the underwriting syndicate offering the shares to the public.
Copies of the prospectus may be obtained from CS First Boston, Eleven Madison
Avenue, New York, NY 10010-3629, Attention: Prospectus Dept. (Telephone:
212-325-2580).
CVS, with annual sales of $4.9 billion in 1995, is the leading drugstore chain
in the Northeast and Middle Atlantic regions. As of October 26, 1996, CVS
operated 1,399 stores in 15 states and the District of Columbia.
