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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
CVS Corporation
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(NAME OF ISSUER)
Common Stock, par value $.01 per value
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(TITLE OF CLASS OF SECURITIES)
126650100
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(CUSIP NUMBER)
Alisa Singer, Rosenberg & Liebentritt, P.C.
Two N. Riverside Plaza, Suite 600, Chicago, IL 60606 (312) 466-3196
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
July 29, 1997
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(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
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CUSIP No. 126650100 13D Page 2 of 8
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1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Zell/Chilmark Fund, L.P.
36-3716608
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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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.
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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
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Vice President
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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.
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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
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(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
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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
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Name: Rod Dammeyer
Title: Vice President
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