As filed with the Securities and Exchange Commission on May 20, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3MEF
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CVS Corporation
(Exact Name of Registrant as specified in its charter)
Delaware 05-0494040
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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One CVS Drive
Woonsocket, Rhode Island 02895
(401) 765-1500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Charles C. Conaway
Executive Vice President and Chief Financial Officer
CVS Corporation
One CVS Drive
Woonsocket, Rhode Island 02895
(401) 765-1500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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<S> <C> <C>
Dennis S. Hersch, Esq. Alan S. Schwartz, Esq. Robert E. Buckholz, Jr., Esq.
Deanna L. Kirkpatrick, Esq. Norman Beitner, Esq. Sullivan & Cromwell
Davis Polk & Wardwell Honigman Miller Schwartz and Cohn 125 Broad Street
450 Lexington Avenue 2290 First National Building New York, New York 10004
New York, New York 10017 Detroit, Michigan 48226-3583 (212) 558-4000
(212) 450-4000 (313) 256-7800
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] File No. 333-52055
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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
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Proposed Proposed
Number of Maximum Maximum
Shares to be Offering Price Aggregate Amount of
Title of Each Class of Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share(2)......... 589,265 $68.5 $40,364,652.50 $11,907.58
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(1) Estimated solely for the purpose of calculating the registration fee based
upon the average of the reported high and low sales prices of the Common
Stock on the New York Stock Exchange on May 19, 1998.
(2) Up to 589,265 shares of Common Stock registered hereby may be delivered
upon the exchange of Trust Automatic Common Exchange Securities registered
on a separate registration statement filed pursuant to Rule 462(b) relating
to the registration statement on Form N-2 (Registration Nos. 333-41617 and
811-08539). Such number of shares of Common Stock that may be delivered
upon such exchange is subject to adjustment in accordance with Rule 416.
Since such shares of Common Stock are deliverable only upon the exchange of
Trust Automatic Common Exchange Securities for which a registration fee is
being paid pursuant to the registration statement referenced above, no
further registration fee with respect to such shares is required pursuant
to the provisions of Rule 457(i).
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
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Incorporation By Reference of Registration Statement on
Form S-3, File No. 333-52055
CVS Corporation (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-3MEF in its entirety the
Registration Statement on Form S-3 (File No. 333-52055) declared effective on
May 20, 1998 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein.
Exhibits
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5.1 Opinion of Davis Polk & Wardwell
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24.1 Powers of Attorney*
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* Incorporated by reference to the Company's Registration Statement on Form
S-3, No. 333-52055
Pursuant to the requirements of the Securities Act of 1933, CVS
Corporation has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of
Woonsocket, State of Rhode Island, on May 20, 1998.
CVS CORPORATION
By: /s/ Charles C. Conaway
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Charles C. Conaway
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
President, Chief Executive Officer and May 20, 1998
* Director (Principal Executive Officer)
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Thomas M. Ryan
Executive Vice President and Chief May 20, 1998
Financial Officer (Principal Financial
/s/ Charles C. Conaway Officer)
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Charles C. Conaway
* Vice President (Principal Accounting Officer) May 20, 1998
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Larry D. Solberg
* Director May 20, 1998
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Allan J. Bloostein
* Director May 20, 1998
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W. Don Cornwell
* Director May 20, 1998
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Thomas P. Gerrity
* Chairman of the Board and Director May 20, 1998
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Stanley P. Goldstein
* Director May 20, 1998
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William H. Joyce
* Director May 20, 1998
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Terry R. Lautenbach
* Director May 20, 1998
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Terrence Murray
* Director May 20, 1998
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Sheli Z. Rosenberg
* Director May 20, 1998
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Ivan G. Seidenberg
* Director May 20, 1998
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Thomas O. Thorsen
* Director May 20, 1998
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Eugene Applebaum
*By: /s/Charles C. Conaway Attorney-in-Fact
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Charles C. Conaway
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INDEX TO EXHIBITS
Exhibits
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5.1 Opinion of Davis Polk & Wardwell
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24.1 Powers of Attorney*
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* Incorporated by reference to the Company's Registration Statement on Form
S-3, No. 333-52055
EXHIBIT 5.1
212-450-4000
May 20, 1998
CVS Corporation
One CVS Drive
Woonsocket, RI 02895
Ladies and Gentlemen:
We have acted as counsel to CVS Corporation ("CVS") in
connection with CVS' Registration Statement on Form S-3MEF (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of shares (the "Shares") of common stock, par value $.01 per
share, of CVS to be sold by certain stockholders of CVS.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates and other instruments, and have conducted such other
investigations of fact and law, as we have deemed necessary or advisable for
the purposes of this opinion.
On the basis of the foregoing, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
non-assessable.
We are members of the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of New York, the federal
laws of the United States of America and the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In addition, we consent to the reference to us
under the caption "Validity of Common Stock" in the Prospectus constituting a
part of the Registration Statement.
Very truly yours,
/s/ DAVIS POLK & WARDWELL
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EXHIBIT 23.1
[KPMG Peat Marwick Letterhead LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors
CVS Corporation
We hereby consent to the use of our audit reports dated
February 9, 1998 on the consolidated financial statements of CVS Corporation
and subsidiaries as of December 31, 1997 and 1996, and for each of the years
in the three-year period then ended, such reports appearing and incorporated
by reference in the Annual Report on Form 10-K of CVS Corporation for the year
ended December 31, 1997, incorporated by reference in this Registration
Statement on Form S-3MEF.
We consent to the reference to our firm under the headings
"Selected Historical Consolidated Financial and Operating Data" and "Experts"
in this Registration Statement on Form S-3MEF.
/s/ KPMG PEAT MARWICK LLP
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KPMG PEAT MARWICK LLP
Providence, Rhode Island
May 20, 1998
