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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): March 24, 1998
CVS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
Delaware 1-1011 05-0494040
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<S> <C> <C>
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
</TABLE>
One 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 March 24, 1998, CVS Corporation, a Delaware corporation
("CVS"), and Arbor Drugs, Inc., a Michigan corporation ("Arbor"), determined
the exchange ratio applicable to CVS's proposed acquisition of Arbor under the
terms of the Agreement and Plan of Merger dated as of February 8, 1998, as
amended as of March 2, 1998, among CVS, Arbor and Red Acquisition, Inc., a
Michigan corporation and a wholly-owned subsidiary of CVS.
On March 25, 1998, CVS issued the press release attached hereto
as Exhibit 99.1 announcing, among other things, the exchange ratio. The
information contained in the press release is incorporated herein by reference.
ITEM 7(c). Exhibits.
Exhibit 99.1 Press Release dated March 25, 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 27, 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 25, 1998.
Investor Contact: Media Contact:
Nancy Christal Fred McGrail
Vice President Director
Investor Relations Corporate Communications
(914) 722-4704 (401)765-1500, ext. 4630
For Immediate Release
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CVS SETS EXCHANGE RATIO FOR ARBOR ACQUISITION;
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HART-SCOTT-RODINO WAITING PERIOD EXPIRES
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WOONSOCKET, RI, March 25, 1998 -- CVS Corporation (NYSE:CVS) today announced
the exchange ratio in connection with its proposed acquisition of Arbor Drugs,
Inc. (NASDAQ:ARBR).
For each Arbor share exchanged in the merger, Arbor shareholders will receive
0.3182 shares of CVS common stock. The transaction will result in the
issuance of approximately 18.9 million CVS shares to Arbor shareholders, based
on a total of roughly 59.4 million outstanding Arbor shares (excluding
approximately 8.3 million Arbor stock options, which will be converted into
approximately 2.6 million CVS stock options).
CVS also announced that all applicable waiting periods under the
Hart-Scott-Rodino Act have expired.
On February 9th, CVS and Arbor jointly announced a definitive agreement
under which CVS will acquire Arbor in a stock transaction valued at
approximately $1.48 billion. Arbor shareholders will vote on the transaction
on March 31, 1998. Subject to the shareholder vote and the satisfaction of
customary closing conditions, CVS anticipates closing the transaction on March
31st.
Arbor, the nation's eighth-largest drug store chain, operates 208 locations,
predominantly in southeastern Michigan. Fiscal 1997 revenues reached $962.8
million.
CVS, which operated 3,888 stores at the end of 1997 in 24 states and the
District of Columbia, is the leading drug store chain in the Northeast,
Mid-Atlantic, Southeast and Midwest, with 1997 net revenues of $12.7 billion.
General information about CVS, including corporate background and press
releases, is available through CVS' web site at http://www.CVS.com.
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