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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): September 24, 1996
MELVILLE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
New York 1-1011 04-1611460
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification
of Incorporation) No.)
One Theall Road
Rye, New York 10580
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code:
(914) 925-4000
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
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ITEM 5. Other Events.
Melville Corporation ("Melville") issued a press release on
September 24, 1996 relating to, among other things, (i) the proposed
distribution by Melville on October 12, 1996 to its shareholders of record on
October 2, 1996 (the "Record Date"), of all the stock of Footstar, Inc. held
by Melville, and (ii) the special meeting of Melville's shareholders of record
on the Record Date to be held on November 19, 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 Melville Corporation dated September 24, 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.
MELVILLE CORPORATION
/s/ Charles Conaway
Dated: September 27, 1996 By: -------------------
Name: Charles Conaway
Title: Chief Financial Officer
INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
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Exhibit 99.1 Press Release of Melville
Corporation dated September 24,
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
MELVILLE ANNOUNCES PLANS FOR COMPLETION OF FOOTSTAR SPINOFF
--To Hold Special Shareholder Meeting to Change Corporate Name
to CVS Corporation--
Rye, NY, September 24, 1996 -- Melville Corporation (NYSE: MES) today announced
plans to complete the spinoff of Footstar, Inc. to its shareholders. The
spinoff is among the final steps in the completion of Melville's strategic
restructuring program announced last October.
Melville will distribute 100% of the shares of common stock of Footstar to its
shareholders of record as of the close of business on October 2, 1996 (the
Record Date). The official distribution date is October 12, 1996, but
certificates for Footstar shares will be mailed on October 15, 1996. Melville
said shareholders will receive 0.2879 shares of Footstar common stock for
every one share of Melville common stock held on the Record Date. Immediately
following the distribution, Footstar will have a total of approximately 30.5
million common shares outstanding. The Form 10 is expected to be declared
effective on September 26, 1996.
Footstar's common stock has been approved for listing on the New York Stock
Exchange under the symbol "FTS" subject to official notice of issuance.
Footstar had sales from continuing operations of $1.6 billion in 1995. It
will be comprised of Meldisco, a leading operator of leased footwear
departments in approximately 2,200 Kmart stores, and Footaction, a 444-unit
mall-based, branded athletic footwear chain.
Stanley Goldstein, Chairman and Chief Executive Officer of Melville,
commented, "The spinoff of Footstar to shareholders sets the stage for
completion of Melville's strategic restructuring program announced last
October. Since that time, Melville has divested four businesses -- Marshalls,
Kay-Bee Toys, Wilsons and This End Up -- significantly reduced its costs,
strengthened its financial position and created two new industry-
focused companies, CVS Corporation in the chain drugstore industry and
Footstar in the footwear industry. We are very excited about the prospects of
CVS and Footstar, both of which enjoy leadership positions in their industries
and substantial growth opportunities."
Melville also said that it would hold a special shareholder meeting on
November 19, 1996 to obtain approval to change its corporate name to CVS
Corporation and to reincorporate in Delaware. The Company is currently
incorporated in New York. All Melville shareholders of record on October 2,
1996 will be entitled to vote at the special meeting. In anticipation of the
name change, Melville's trading symbol on the New York Stock Exchange will be
changed from "MES" to "CVS" on or about October 16, 1996.
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