CVS » Topics » Unregistered Sales of Equity Securities and Use of Proceeds

This excerpt taken from the CVS 10-Q filed May 5, 2009.

Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities and use of proceeds during the fiscal quarter ended March 31, 2009.

 

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This excerpt taken from the CVS 10-Q filed Oct 31, 2008.

Unregistered Sales of Equity Securities and Use of Proceeds

 

(c) Stock Repurchases

The following table presents the total number of shares purchased during the thirteen weeks ended September 27, 2008, the average price paid per share, the number of shares that were purchased as part of a publicly announced tender offer and a separate, subsequent repurchase program, and the approximate dollar value of shares that still could have been purchased at the end of the applicable fiscal period, pursuant to the $2.0 billion repurchase program.

 

Fiscal Period

   Total Number of
Shares Purchased
   Average
Price Paid
per Share
   Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs(1)
   Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs

June 29, 2008 through July 26, 2008

   —      —      —      $ 1,976,949,500

July 27, 2008 through August 23, 2008

   —      —      —      $ 1,976,949,500

August 24, 2008 through September 27, 2008

   —      —      —      $ 1,976,949,500

 

(1) On May 7, 2008, the Company’s Board of Directors authorized, effective May 21, 2008, a share repurchase program for up to $2.0 billion of outstanding common stock. The specific timing and amount of repurchases will vary based on market conditions and other factors. From May 21, 2008 through September 27, 2008, the Company repurchased 0.6 million shares of common stock for $23.0 million. The shares were placed into the Company’s treasury account upon delivery. On August 12, 2008, the Company announced that it had entered into an agreement to acquire Longs. In anticipation of completing the Longs Acquisition, the Company elected to delay its share repurchase program. The Company intends to resume and complete its share repurchase program in the second half of 2009.

 

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This excerpt taken from the CVS 10-Q filed Jul 31, 2008.

Unregistered Sales of Equity Securities and Use of Proceeds

 

(c) Stock Repurchases

The following table presents the total number of shares purchased during the second quarter of 2008, the average price paid per share, the number of shares that were purchased as part of a publicly announced tender offer and a separate, subsequent repurchase program, and the approximate dollar value of shares that still could have been purchased at the end of the applicable fiscal period, pursuant to the $2.0 billion repurchase program.

 

Fiscal Period

   Total Number of
Shares Purchased
   Average
Price Paid
per Share
   Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs(1)
   Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs

March 30, 2008 through April 26, 2008

   —        —      —        —  

April 27, 2008 through May 24, 2008

   —        —      —      $ 2,000,000,000

May 25, 2008 through June 28, 2008

   550,000    $ 41.91    550,000    $ 1,976,949,500

 

(1) On May 7, 2008, the Company’s Board of Directors authorized, effective May 21, 2008, a share repurchase program for up to $2.0 billion of outstanding common stock. The specific timing and amount of repurchases will vary based on market conditions and other factors. During the second quarter ended June 28, 2008, the Company repurchased 0.6 million shares of common stock for $23.0 million. The shares were placed into the Company’s treasury account upon delivery. The stock repurchase program may be modified, extended or terminated by the Board of Directors at any time.

 

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This excerpt taken from the CVS 10-Q filed May 1, 2008.

Unregistered Sales of Equity Securities and Use of Proceeds

(c) Stock Repurchases

The following table presents the total number of shares purchased during the first quarter of 2008, the average price paid per share, the number of shares that were purchased as part of a publicly announced tender offer and a separate, subsequent repurchase program, and the approximate dollar value of shares that still could have been purchased at the end of the applicable fiscal period, pursuant to the $5.0 billion repurchase program.

 

Fiscal Period

   Total Number of
Shares Purchased
   Average
Price Paid
per Share
   Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs(1)
   Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs

December 30, 2007 through January 26, 2008

   —        —      —      —  

January 27, 2008 through February 23, 2008

   —        —      —      —  

February 24, 2008 through March 29, 2008

   5,674,640    $ 39.95    5,674,640    —  

 

(1) On November 6, 2007, the Company entered into a $2.3 billion fixed dollar accelerated share repurchase agreement (the “November ASR agreement”) with Lehman Brothers, Inc. (“Lehman”). The November ASR agreement contained provisions that established the minimum and maximum number of shares to be repurchased during the term of the November ASR agreement. Pursuant to the terms of the November ASR agreement, on November 7, 2007, the Company paid $2.3 billion to Lehman in exchange for Lehman delivering 37.2 million shares of common stock to the Company. On November 26, 2007, upon establishment of the minimum number of shares to be repurchased, Lehman delivered an additional 14.4 million shares of common stock to the Company. The aggregate 51.6 million shares of common stock delivered to the Company by Lehman were placed into the Company’s treasury account. The final settlement under the November ASR program occurred on March 28, 2008 and resulted in the Company receiving an additional 5.7 million shares of common stock during the first quarter of 2008, which were placed into the Company’s treasury account upon delivery.

 

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This excerpt taken from the CVS 10-Q filed Nov 1, 2007.

Unregistered Sales of Equity Securities and Use of Proceeds

(c) Stock Repurchases

On March 28, 2007, the Company commenced a tender offer to purchase up to 150 million shares, or about 10%, of its outstanding common stock at a price of $35.00 per share. The offer to purchase the shares expired on April 24, 2007 and resulted in approximately 10.3 million shares being tendered. On May 9, 2007, the Company’s Board of Directors authorized a share repurchase program for up to $5.0 billion of outstanding common stock. On May 13, 2007, the Company entered into a $2.5 billion fixed dollar accelerated share repurchase (“ASR”) agreement with Lehman Brothers, Inc. (“Lehman”). The ASR agreement contained provisions that established the minimum and maximum number of shares to be repurchased during the term of the ASR agreement. Pursuant to the terms of the ASR agreement, on May 14, 2007, the Company paid $2.5 billion to Lehman in exchange for Lehman delivering 45.6 million shares of common stock to the Company. On June 7, 2007, upon establishment of the minimum number of shares to be repurchased, Lehman delivered an additional 16.1 million shares of common stock to the Company. As of September 29, 2007, the aggregate 61.7 million shares of common stock had been placed into the Company’s treasury account. The ASR program concluded on October 5, 2007 and resulted in the Company receiving an additional 5.8 million shares of common stock during the fourth quarter of 2007, which were placed into the Company’s treasury account upon delivery. There were no shares purchased during the third quarter of 2007. The share repurchase program does not have a prescribed expiration date.

 

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Item 6

 

 

This excerpt taken from the CVS 10-Q filed Aug 8, 2007.

Unregistered Sales of Equity Securities and Use of Proceeds

(c) Stock Repurchases

The following table presents the total number of shares purchased during the second quarter of 2007, the average price paid per share, the number of shares that were purchased as part of a publicly announced tender offer and a separate, subsequent repurchase program, and the approximate dollar value of shares that still could have been purchased at the end of the applicable fiscal period, pursuant to the tender offer and $5.0 billion repurchase program.

 

Fiscal Period

   Total
Number of
Shares
Purchased
   Average
Price Paid per
Share
   Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs(1)
   Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs

April 1, 2007 through April 28, 2007

   10,294,606    $ 35.00    10,294,606    $ —  

April 29, 2007 through May 26, 2007

   45,564,192      37.31    45,564,192      2,500,000,000

May 27, 2007 through June 30, 2007

   16,155,150      38.23    16,155,150      2,500,000,000

 

(1) On March 28, 2007, the Company commenced a tender offer to purchase up to 150 million shares, or about 10%, of its outstanding common stock at a price of $35.00 per share. The offer to purchase the shares expired on April 24, 2007 and resulted in approximately 10.3 million shares being tendered. On May 9, 2007, the Company’s Board of Directors authorized a share repurchase program for up to $5.0 billion of outstanding common stock. On May 13, 2007, the Company entered into a $2.5 billion fixed dollar accelerated share repurchase (“ASR”) agreement with an affiliate of Lehman Brothers, Inc. (such affiliate “Lehman”). The ASR agreement contains provisions that establish the minimum and maximum number of shares that will be repurchased during the term of the ASR agreement. Pursuant to the terms of the ASR agreement, on May 14, 2007, the Company paid $2.5 billion to Lehman in exchange for Lehman delivering 45.6 million shares of common stock to the Company. On June 7, 2007, upon establishment of the minimum number of shares to be repurchased, Lehman delivered an additional 16.1 million shares of common stock to the Company. The aggregate 61.7 million shares of common stock delivered to the Company by Lehman were placed into the Company’s treasury account. The Company may receive up to 6.8 million additional shares of common stock, depending on the market price of the common stock, as determined under the ASR agreement over the term of the ASR agreement, which is currently expected to conclude during the third quarter of 2007. The share repurchase program does not have a prescribed expiration date.

 

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