Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Schedule
TO
Tender
Offer Statement under Section
14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
CVS
CORPORATION
(Name
of
Issuer)
CVS
CORPORATION (Issuer)
(Name
of
Filing Person (Identifying Status as Offeror, Issuer or Other
Person))
Common
Stock, $0.01 Par Value
(Title
of
Class of Securities)
126650
(CUSIP
Number of Class of Securities)
Douglas
A.
Sgarro, Esq.
Executive
Vice President-Strategy and Chief Legal Officer
CVS
Corporation
One
CVS
Drive
Woonsocket,
RI 02895
(401)
765-1500
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications on Behalf of Filing Persons)
Copy
to:
Louis
Goldberg, Esq.
John
D.
Amorosi, Esq
Davis
Polk
& Wardwell
450
Lexington Avenue
New
York,
New York 10017
Telephone:
(212) 450-4000
CALCULATION
OF FILING FEE
|
Transaction
Valuation
|
|
Amount of
Filing Fee
|
|
Not
Applicable
|
|
|
Not
Applicable
|
|
|
¨ Check
the box if
any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
| Amount
Previously
Paid: N/A
|
|
Filing
Party: N/A
|
| Form
of
Registration No.: N/A
|
|
Date
Filed: N/A
|
x Check
the box if
the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
¨ third-party
tender
offer subject to Rule 14d-1
x issuer
tender offer
subject to Rule 13e-4
¨ going-private
transaction subject to Rule 13e-3
¨ amendment
to
Schedule 13D under Rule 13d-2
Check
the following
box if the filing is a final amendment reporting the results of the tender
offer: ¨
SCHEDULE
TO
This
Tender Offer
Statement on Schedule TO relates to pre-commencement communications in
connection with the planned tender offer by CVS Corporation, a Delaware
corporation (“CVS”),
to purchase
150,000,000 shares of its common stock, $0.01 par value per share (the
“Shares”),
or such lesser
number of Shares as is properly tendered and not properly withdrawn, at a price
of $35.00 per Share, without interest, subject to and following the closing
of
the proposed merger (the “Merger”)
of Caremark Rx,
Inc., a Delaware corporation (“Caremark”)
with and into
Twain MergerSub L.L.C., a Delaware limited liability company and wholly owned
subsidiary of CVS. The tender offer will be made only if the Merger is
consummated. Subject to and following the closing of the Merger, CVS Corporation
will change its name to “CVS/Caremark Corporation” but will continue to trade on
the New York Stock Exchange under the ticker symbol “CVS”. This Schedule TO is
intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the
Securities Exchange Act of 1934, as amended.
Item
12.
Exhibits.
|
Exhibit
Number
|
|
Description
|
| |
|
|
|
(a)(5)
|
Press
Release
("CVS Shareholders Vote to Approve Transformative Merger of Equals
with
Caremark"), dated March 15, 2007, of CVS Corporation (incorporated
by
reference to the filing by CVS Corporation pursuant to Rule 425 on
March 15, 2007).
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
| |
|
|
|
(a)(5)
|
Press
Release
("CVS Shareholders Vote to Approve Transformative Merger of Equals
with
Caremark"), dated March 15, 2007, of CVS Corporation (incorporated
by
reference to the filing by CVS Corporation pursuant to Rule 425 on
March 15, 2007).
|