General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 8 34K
2: EX-1 Registration Rights Agreement 14 64K
3: EX-2 Letter Dated February 6, 1997 2 10K
4: EX-3 Letter Dated May 29, 1997 3 17K
EX-2 — Letter Dated February 6, 1997
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EXHIBIT 2
AFFILIATE'S LETTER RELATING TO POOLING
FOR ZELL/CHILMARK FUND, L.P.
(Revco D.S., Inc.)
February 6, 1997
CVS Corporation
One CVS Drive
Woonsocket, RI 02895
Revco D.S., Inc.
1925 Enterprise Parkway
Twinsburg, OH 44087
Ladies and Gentlemen: Pursuant to the terms of the Agreement and Plan of
Merger dated as of February 6, 1997 (the "AGREEMENT") among CVS Corporation, a
Delaware corporation ("CVS"), Revco D.S., Inc., a Delaware corporation
("REVCO"), and North Acquisition Corp., a Delaware corporation ("MERGER
SUBSIDIARY"), Merger Subsidiary will be merged with and into Revco with Revco to
be the surviving corporation in the Merger (the "MERGER").
The undersigned represents, warrants and covenants with and to CVS and
Revco that:
(a) The undersigned understands that the Merger is intended to be
accounted for using the "pooling-of-interests" method and that such treatment
for financial accounting purposes is dependent upon the accuracy of certain of
the representations and warranties, and the undersigned's compliance with
certain of the covenants and agreements, set forth herein. Accordingly, the
undersigned will not sell, transfer or otherwise dispose of the undersigned's
interests in, or acquire or sell any options or other securities relating to
securities of CVS or Revco that would be intended to reduce the undersigned's
risk relative to, any shares of common stock of either CVS or Revco beneficially
owned by the undersigned, during the period commencing on the 30th day prior to
the effectiveness of the Merger and ending at such time as CVS publicly releases
a report (the "COMBINED FINANCIAL RESULTS REPORT") covering at least 30 days of
combined operations of CVS after the Merger; provided that the foregoing shall
not restrict the distribution after the Effective Time (as defined in the
Agreement) by the undersigned to its partners of the shares of common stock of
CVS held by the undersigned so long as (if such distribution occurs before the
date of publication of the Combined Financial Results Report) no later than the
time of such distribution each such partner shall have executed and delivered to
CVS a letter agreement in the form of this letter (but excluding this proviso).
B. The undersigned also understands that stop transfer instructions will
be given to the transfer agents of CVS and Revco in order to prevent any breach
of the covenants and agreements make by the undersigned in paragraph A,
although such stop transfer instructions will be promptly rescinded upon the
publication of the Combined Financial Results Report.
C. The undersigned understands and agrees that this letter agreement
shall apply to all shares of the capital stock of CVS and Revco that are deemed
to be beneficially owned by the undersigned pursuant to applicable federal
securities laws.
Very truly yours,
Zell/Chilmark Fund, L.P.
Page 23 of 27
By: ZC Limited Partnership, general
partner
By: ZC Partnerships, general partner
By: ZC Inc., a partner
By: /s/ Sheli Rosenberg
-------------------
Name: Sheli Rosenberg
Title: Vice President
Accepted this 6th day of
February, 1997.
CVS CORPORATION
By: /s/ Charles Conaway
-------------------------------------
Name: Charles Conaway
Title: Chief Financial Officer
Page 24 of 27
Dates Referenced Herein and Documents Incorporated by Reference
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