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Exhibit 2.p
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is entered into as of the __th day of
May 1998, between ▇▇▇▇ ▇. Efron (the "Trustee"), not in his individual capacity,
but solely as trustee of CVS Automatic Common Exchange Security Trust, a trust
organized and existing under the laws of New York (the "Trust"), and ▇▇▇▇▇▇▇,
Sachs & Co. or one of its affiliates (the "Purchaser").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF THE SECURITY
1.1 SALE AND ISSUANCE OF UNITS. Subject to the terms and conditions
of this Agreement, the Trustee agrees to sell to the Purchaser, and the
Purchaser agrees to purchase from the Trustee, one CVS Automatic Common Exchange
Security, representing an undivided beneficial interest in the Trust (the
"Security") at an aggregate purchase price of $100.
1.2 CLOSING. The purchase and sale of the Security shall take place
at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at
9:30 a.m., on May __, 1998, or at such other time (the "Closing Date") and place
as the Trustee and the Purchaser mutually agree upon. At or after the Closing,
the Trustee shall deliver to the Purchaser a certificate representing the
Security, registered in the name of the Purchaser or its nominee. Payment for
the Security shall be made on the Closing Date by the Purchaser by bank wire
transfers or by delivery of certified or official bank checks, in either case in
immediately available funds, of an amount equal to the purchase price of the
Security purchased by the Purchaser.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER. The
Purchaser hereby represents and warrants to, and covenants for the benefit of,
the Trust that:
2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made by the
Trustee with the Purchaser in
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reliance upon the Purchaser's representation to the Trustee, which by the
Purchaser's execution of this Agreement the Purchaser hereby confirms, that the
Security is being acquired for investment for the Purchaser's own account, and
not as a nominee or agent and not with a view to the resale or distribution by
the Purchaser of the Security, and that the Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the
Security, in either case in violation of any securities registration requirement
under applicable law, but subject nevertheless, to any requirement of law that
the disposition of its property shall at all times be within its control. By
executing this Agreement, the Purchaser further represents that the Purchaser
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to the Security.
2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges that it can
bear the economic risk of the investment for an indefinite period of time and
has such knowledge and experience in financial and business matters (and
particularly in the business in which the Trust operates) as to be capable of
evaluating the merits and risks of the investment in the Security. The Purchaser
is an "accredited investor" as defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as amended (the "Act").
2.3 RESTRICTED SECURITIES. The Purchaser understands that the
Security is characterized as a "restricted security" under the United States
securities laws inasmuch as it is being acquired from the Trustee in a
transaction not involving a public offering and that under such laws and
applicable regulations such Security may be resold without registration under
the Act only in certain circumstances. In this connection, the Purchaser
represents that it understands the resale limitations imposed by the Act and is
generally familiar with the existing resale limitations imposed by Rule 144.
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2.4 FURTHER LIMITATIONS ON DISPOSITION. The Purchaser further agrees
not to make any disposition directly or indirectly of all or any portion of the
Security unless and until:
(a) There is then in effect a registration statement under the Act
covering such proposed disposition and such disposition is made in accordance
with such registration statement;
(b) The Purchaser shall have furnished the Trustee with an opinion
of counsel, reasonably satisfactory to the Trustee, that such disposition will
not require registration of such Securities under the Act; or
(c) Notwithstanding the provisions of subsections (a) and (b) above,
no such registration statement or opinion of counsel shall be necessary for a
transfer by the Purchaser to any affiliate of the Purchaser, if the transferee
agrees in writing to be subject to the terms hereof to the same extent as if it
were the original Purchaser hereunder.
2.5 LEGENDS. It is understood that the certificate evidencing the
Security may bear either or both of the following legends:
(a) "These securities have not been registered under the Securities
Act of 1933. They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement in effect with
respect to the securities under such Act or an opinion of counsel
reasonably satisfactory to the Trustee of CVS Automatic Common Exchange
Security Trust that such registration is not required."
(b) Any legend required by the laws of any other applicable
jurisdiction.
The Purchaser and the Trustee agree that the legend contained in the
paragraph (a) above shall be removed
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at a holder's request when they are no longer necessary to ensure compliance
with federal securities laws.
2.6 AMENDMENT TO TRUST AGREEMENT; SPLIT OF THE SECURITIES. The
Purchaser consents to (a) the execution and delivery by the Trustee and ▇▇▇▇▇▇▇,
▇▇▇▇▇ & Co., as sponsor of the Trust, of an Amended and Restated Trust Agreement
in the form attached hereto and (b) the split of the Purchaser's Security.
Subsequent to the determination of the public offering price per Security and
related underwriting discount for the Securities to be sold to the Underwriters
(as defined in the aforementioned Amended and Restated Trust Agreement) but
prior to the sale of the Securities to the Underwriters, the Security purchased
hereby shall be split into a greater number of Securities so that immediately
following such split the value of each Security held by the Purchaser will equal
the aforesaid public offering price less the related underwriting discount.
2.7 COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
TRUSTEE
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▇▇▇▇ ▇. Efron
as Trustee
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
By:________________________________
Title:
Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇