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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 27, 1997
CVS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
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Delaware 1-1011 05-0494040
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
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1 CVS Drive
Woonsocket, Rhode Island 02895
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(Address of Principal Executive Offices) (Zip Code)
(401) 765-1500
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events.
On May 30, 1997, CVS Corporation ("CVS") issued a press release
announcing, among other things, the completion of the merger of Revco D.S.,
Inc. ("Revco") with North Acquisition Corp. ("Merger Sub"), a wholly
owned subsidiary of CVS, pursuant to the Agreement and Plan of Merger (the
"Merger Agreement") dated as of February 6, 1997, as amended as of March
19, 1997, among CVS, Revco and Merger Sub. The merger was completed on May
29, 1997 following provisional approval from the Federal Trade Commission
of an agreement allowing CVS to proceed with the transaction.
Pursuant to the Merger Agreement, as a result of the merger,
each share of Revco common stock outstanding at the effective time of the
merger (excluding Revco treasury shares) was converted into the right to
receive 0.8842 shares of CVS common stock.
On May 27, 1997, CVS' stockholders approved the issuance of
shares of CVS common stock to Revco stockholders in the merger. On May 28,
1997, Revco stockholders approved and adopted the Merger Agreement and the
merger.
A copy of CVS' press releases dated May 27, 1997 and May 30,
1997 announcing, among other things, the transactions described above are
attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and by this
reference made a part hereof.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION
AND EXHIBITS
Exhibit 99.1 Press Release Dated May 27, 1997
Exhibit 99.2 Press Release Dated May 30, 1997
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.
CVS CORPORATION
Dated: May 30, 1997 By: /s/ Charles Conaway
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Name: Charles Conaway
Title: Chief Financial Officer
INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
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Exhibit 99.1 Press Release dated May 27, 1997
Exhibit 99.2 Press Release dated May 30, 1997
EXHIBIT 99.1
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Investor Contact: Nancy Christal Media Contacts Fred McGrail
Vice President,Investor Director, Corp.
Relations Communications
(914) 722-4704 (401) 765-1500 x 4630
Jim Fingeroth
Wendi Kopsick
Kekst and Company
(212) 593-2655
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FOR IMMEDIATE RELEASE
CVS RECEIVES SHAREHOLDER APPROVAL FOR REVCO MERGER
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--Agrees to Terms of Consent Decree with Staff of FTC--
WOONSOCKET, RI, May 27, 1997 -- CVS Corporation (NYSE: CVS)
announced that shareholders at the Company's Annual Meeting today voted to
approve its proposed merger with Revco D.S., Inc. Revco shareholders will
vote on the merger at a special meeting tomorrow.
CVS also announced that it has reached an agreement on the
terms of a consent decree with the staff of the Federal Trade Commission which
will, if approved by the Commission, allow CVS to proceed with the merger.
That agreement is now under consideration by the Commission, and a decision is
expected shortly.
On February 7, 1997, CVS announced it had signed a definitive
agreement providing for the combination of CVS and Revco in a stock
transaction valued at approximately $2.8 billion, plus the assumption of
approximately $900 million of Revco debt. The combined company will be the
nation's largest chain drugstore company based on store count and will be
named CVS Corporation, with its headquarters in Woonsocket, Rhode Island.
Revco, with calendar year 1996 sales of approximately $5.4
billion, operates nearly 2,600 stores in 17 Midwestern, Southeastern and
Eastern states.
CVS, with annual sales of $5.5 billion in 1996, is a leading
drug store chain in the Northeast and Middle Atlantic regions. As of April
26, 1997, CVS operated 1,425 stores in 14 states and the District of Columbia.
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EXHIBIT 99.2
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Investor Contact: Nancy Christal Media Contacts Fred McGrail
Vice President,Investor Director, Corp.
Relations Communications
(914) 722-4704 (401) 765-1500 x 4630
Jim Fingeroth
Wendi Kopsick
Kekst and Company
(212) 593-2655
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FOR IMMEDIATE RELEASE
CVS COMPLETES REVCO MERGER FOLLOWING FTC APPROVAL
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WOONSOCKET, RI, May 30, 1997 -- CVS Corporation (NYSE: CVS)
today announced that it has completed its merger with Revco D.S., Inc.,
following provisional approval from the Federal Trade Commission of an
agreement allowing CVS to proceed with the transaction.
In the merger, each Revco share will be exchanged for 0.8842
CVS shares, resulting in the issuance of a total of approximately 60 million
CVS shares to Revco shareholders, based on a total of about 67.8 million
outstanding Revco shares, excluding approximately four million Revco stock
options.
Under the agreement with the Commission, which will now be
placed on the public record for comment, CVS will divest a total of 120 Revco
stores out of a combined CVS/Revco store base of over 4,000 stores. 114 of
the stores to be divested are located in the Richmond and Tidewater regions of
Virginia and will be sold to Eckerd Corporation, a division of JC Penney. The
assets of the remaining six stores, which are located in Binghamton, New York,
will be sold to Medicine Shoppe. The sales to Eckerd and Medicine Shoppe are
subject to certain closing conditions.
Stanley P. Goldstein, Chairman and Chief Executive Officer,
said, "We are very excited to complete this merger, which brings together two
industry leaders and will provide new opportunities for CVS to accelerate its
growth."
On February 7, 1997, CVS announced it had signed a definitive
agreement providing for the combination of CVS and Revco in a stock
transaction valued at approximately $2.8 billion, plus the assumption of
approximately $900 million of Revco debt. The combined company will be the
nation's largest chain drugstore company based on store count and will be
named CVS Corporation, with its headquarters in Woonsocket, Rhode Island.
CVS shareholders voted to approve the transaction at the
company's Annual Meeting on May 27, 1997. Revco shareholders approved the
merger at a special meeting on May 28, 1997.
Revco, with calendar year 1996 sales of approximately $5.4
billion, operates nearly 2,600 stores in 17 Midwestern, Southeastern and
Eastern states.
CVS, with annual sales of $5.5 billion in 1996, is a leading
drug store chain in the Northeast and Middle Atlantic regions. As of April
26, 1997, CVS operated 1,425 stores in 14 states and the District of Columbia.
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