Unassociated Document
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): May 22,
2007
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CVS
CAREMARK CORPORATION
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(Exact
Name of Registrant
as
Specified in Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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001-01011
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05-0494040
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
CVS Drive
Woonsocket,
Rhode Island
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02895
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(401) 765-1500
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
May 22,
2007, CVS Caremark Corporation, a Delaware corporation (the “Corporation”),
entered into an Underwriting Agreement (the “Notes Underwriting Agreement”) with
Lehman Brothers, Inc., Morgan Stanley & Co. Incorporated, Banc of America
Securities LLC, BNY Capital Markets, Inc. and Wachovia Capital Markets, LLC,
as
representatives of the several underwriters named in Schedule 1 thereto (the
“Underwriters”), pursuant to which the Corporation agreed to issue and sell to
the Underwriters $4.5 billion of its Notes, consisting of $1,750,000,000
aggregate principal amount of its Floating Rate Senior Notes due June 1, 2010,
$1,750,000,000 aggregate principal amount of its 5.750% Senior Notes due June
1,
2017 and $1,000,000,000 aggregate principal amount of its 6.250% Senior Notes
due June 1, 2027 (collectively, the “Notes”). Also on May 22, 2007,
the Corporation entered into an Underwriting Agreement (the “ECAPSSM Underwriting
Agreement”) with Lehman Brothers, Inc., Morgan Stanley & Co. Incorporated ,
Banc of America Securities LLC, BNY Capital Markets, Inc. and Wachovia Capital
Markets, LLC, as representatives of the Underwriters pursuant to which the
Corporation agreed to issue and sell to the Underwriters $1.0 billion aggregate
principal amount of its 6.302% Enhanced Capital Advantaged Preferred Securities
due June 1, 2062 (the “ECAPSSM” and, together
with
the Notes, the “Securities”). The Securities were offered pursuant to
the Corporation’s Registration Statement on Form S-3, File No. 333-143110, dated
May 21, 2007.
From
time
to time, certain of the Underwriters and/or their respective affiliates have
directly and indirectly engaged in various financial advisory, investment
banking and commercial banking services for the Corporation and their
affiliates, for which they received customary compensation, fees and expense
reimbursement. In addition, certain of the Underwriters and their
affiliates are lenders under the Bridge Credit Facility and will receive a
portion of the net proceeds of the offerings used to reduce outstanding debt
under the Bridge Credit Facility.
The
closing of the sale of the Securities will occur on May 25, 2007. The net
proceeds to the Corporation from the sale of the Securities, after deducting
the
Underwriters’ discount and the estimated offering expenses payable by the
Company, are approximately $5.4 billion. Copies of the Notes Underwriting
Agreement and the ECAPSSM Underwriting
Agreement are filed as Exhibits 1.1 and 1.2, respectively, to this report on
Form 8-K and shall be incorporated by reference into the Registration
Statement.
The
Notes
will be governed by and issued pursuant to a Senior Indenture dated August
15,
2006 between the Corporation and The Bank of New York, as trustee. The
Corporation may issue additional senior debt securities from time to time
pursuant to the Senior Indenture. The form of Senior Indenture was filed as
Exhibit 4.4 to the Registration Statement and shall be incorporated by reference
into this report on Form 8-K. The form of the Notes was filed as Exhibit 4.5
to
the Registration Statement and shall be incorporated by reference into this
report on Form 8-K.
The
ECAPSSM will be
governed and issued pursuant to a Subordinated Indenture, as supplemented by
the
First Supplemental Indenture (the “First Supplemental Indenture”), each dated as
of May 25, 2007, between the Corporation and The Bank of New York Trust Company,
N.A., as trustee. The Corporation may issue additional subordinated
debt securities from time to time pursuant to the Subordinated Indenture. The
form of Subordinated Indenture was filed as Exhibit 4.6 to the Registration
Statement and shall be incorporated by reference into this report on Form
8-K. The form of First Supplemental Indenture is being filed as
Exhibit 4.1 to this report on Form 8-K and shall be incorporated by reference
into the Registration Statement. The Corporation is also filing the
form of the ECAPSSM as Exhibit
4.2 to
this report on Form 8-K and is hereby causing this exhibit to be incorporated
by
reference into the Registration Statement.
In
connection with the issuance of the ECAPSSM, Davis Polk
&
Wardwell
rendered an opinion regarding certain tax matters. A copy of
that opinion is attached as Exhibit 8.1 to this report on Form 8-K.
Also
in
connection with the issuance of the ECAPSSM,
the Corporation entered into a Replacement Capital Covenant, dated as of May
25,
2007 (the “RCC”) whereby the Corporation agreed for the benefit of certain of
its debtholders named therein that neither it nor any of its subsidiaries would
repay, redeem or purchase, as applicable, the ECAPSSM
before June 1, 2047, unless during the applicable measurement period with
respect to such repayment, redemption or purchase the Corporation and its
subsidiaries shall have issued specified amounts of certain replacement capital
securities on the terms and conditions set forth therein. A copy of the RCC
is
being filed as Exhibit 99.1 to this report on Form 8-K and shall be incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
Exhibit
No.
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Document
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1.1
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Underwriting
Agreement dated May 22, 2007 between CVS Caremark Corporation and
Lehman Brothers, Inc.,
Morgan
Stanley & Co. Incorporated, Banc of America Securities LLC, BNY
Capital Markets, Inc. and Wachovia Capital Markets, LLC, as
representatives of the several underwriters named in Schedule 1
thereto.
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1.2
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Underwriting
Agreement dated May 22, 2007 between CVS Caremark Corporation and
Lehman Brothers, Inc.,
Morgan
Stanley & Co. Incorporated, Banc of America Securities LLC, BNY
Capital Markets, Inc. and Wachovia Capital Markets, LLC, as
representatives of the several underwriters named in Schedule 1
thereto.
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4.1
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Form
of First Supplemental Indenture between CVS Caremark Corporation
and The
Bank of New York Trust Company, N.A., a national banking
association
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4.2
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Form
of the ECAPSSM
(included in
Exhibit 4.1)
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8.1
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Tax
Opinion
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99.1
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Replacement
Capital Covenant, dated as of May 21,
2007
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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.
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CVS
CAREMARK CORPORATION |
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Date:
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May
25, 2007
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By:
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/s/
David B. Rickard
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Name:
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David
B. Rickard
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Title:
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Executive
Vice President, Chief Financial Officer and Chief Administrative
Officer
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EXHIBIT
INDEX
Exhibit
No.
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Document
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1.1
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Underwriting
Agreement dated May 22, 2007 between CVS Caremark Corporation and
Lehman Brothers, Inc.,
Morgan
Stanley & Co. Incorporated, Banc of America Securities LLC, BNY
Capital Markets, Inc. and Wachovia Capital Markets, LLC, as
representatives of the several underwriters named in Schedule 1
thereto. *
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1.2
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Underwriting
Agreement dated May 22, 2007 between CVS Caremark Corporation and
Lehman Brothers, Inc.,
Morgan
Stanley & Co. Incorporated, Banc of America Securities LLC, BNY
Capital Markets, Inc. and Wachovia Capital Markets, LLC, as
representatives of the several underwriters named in Schedule 1
thereto.*
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4.1
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Form
of First Supplemental Indenture between CVS Caremark Corporation
and The
Bank of New York Trust Company, N.A., a national banking
association.*
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4.2
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Form
of the ECAPSSM
(included in
Exhibit 4.1).*
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8.1
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Tax
Opinion.
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99.1
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Replacement
Capital Covenant, dated as of May 21,
2007.
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*Incorporated
by reference to CVS Caremark Corporation’s Registration Statement on Form S-3,
File No. 333-143110, filed on May 21, 2007.