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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): February 24, 1998
CVS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-1011 05-0494040
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
One CVS Drive
Woonsocket, Rhode Island 02895
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(Address of Principal Executive (Zip Code)
Offices)
(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 February 24, 1998, a stockholder lawsuit was filed against CVS
Corporation, a Delaware corporation ("CVS"), Arbor Drugs, Inc., a Michigan
corporation ("Arbor") and the directors of Arbor.
A press release announcing the commencement of the lawsuit was issued on
March 4, 1998. The information contained in the press release is incorporated
herein by reference. The press release is attached hereto as Exhibit 99.1.
ITEM 7(c). Exhibits.
Exhibit 99.1 Press Release dated March 4, 1998.
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: March 4, 1998 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 March 4, 1998.
Contacts: Nancy Christal/Fred McGrail Gilbert Gerhard
CVS Corporation Arbor Drugs, Inc.
(914) 722-4704/(401) 765-1500 x4630 (248) 643-9420
Jim Fingeroth/Wendi Kopsick Fred Marx
Kekst and Company Marx Layne
(212) 521-4800 (248) 770-0699
FOR IMMEDIATE RELEASE
Woonsocket, RI and Troy, MI, March 4, 1998 -- CVS Corporation (NYSE: CVS) and
Arbor Drugs, Inc. (NASDAQ: ARBR) today announced that a stockholder lawsuit has
been commenced against CVS, Arbor and the directors of Arbor.
As previously announced on February 9, 1998, CVS and Arbor have entered into a
definitive merger agreement providing for CVS to acquire Arbor in a
stock-for-stock merger.
The lawsuit, which purports to be a class action on behalf of Arbor
stockholders, alleges that the consideration to be paid to Arbor stockholders in
the merger is inadequate and unfair and that the directors of Arbor have
breached their fiduciary duties in approving the transaction. The action seeks
preliminary and permanent injunctive relief, as well as damages.
CVS and Arbor believe the lawsuit to be without merit and intend to defend it
vigorously.
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