SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Agreement of 1934
Date of Report (Date of earliest event reported): February 6, 1997
CVS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-1011 05-0494040
____________________________ ________________________ __________________
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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)
Formerly named: Melville Corporation
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
On February 6, 1997, CVS Corporation, a Delaware corporation ("CVS"),
Revco D.S., Inc., a Delaware corporation ("Revco"), and North Acquisition
Corp., a Delaware corporation and a wholly owned direct subsidiary of CVS
("Merger Subsidiary"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Pursuant to the Merger Agreement and subject to the
terms and conditions set forth therein, Merger Subsidiary will be merged
with and into Revco with Revco to be the surviving corporation of such
merger (the "Merger"), and as a result of the Merger, Revco will become a
wholly owned subsidiary of CVS. At the Effective Time (as defined in the
Merger Agreement) of the Merger, each issued and outstanding share of
common stock, par value $0.01 per share (the "Revco Common Stock"), of
Revco (other than treasury shares or shares held by CVS or any subsidiary
of CVS) will be converted into the right to receive that number (the
"Conversion Number") of shares of common stock, par value $0.01 per share
("CVS Common Stock"), equal to (i) .4692 shares of CVS Common Stock and
(ii) an additional fraction of a share of CVS Common Stock equal to the
quotient obtained by dividing $20 by the average closing price of CVS
Common Stock during ten trading days randomly selected by lot out of the
twenty trading days ending on the fifth trading day preceding the closing
date; provided that the Conversion Number will not be more than 1.0097 of a
share or less than 0.8837 of a share.
In connection with the Merger, Zell/Chilmark Fund, L.P., a
Delaware limited partnership ("Zell/Chilmark"), has entered into a Stockholder
Agreement (the "Stockholder Agreement") with CVS dated as of February 6, 1997,
pursuant to which, among other things, Zell/Chilmark has agreed to vote all
of its shares of Revco Common Stock in favor of the Merger and the other
transactions contemplated by the Merger Agreement.
Copies of the Merger Agreement and the Stockholder Agreement
are attached hereto as Exhibits 2.1 and 4.1, respectively. The foregoing
descriptions are qualified in their entirety by reference to the full text of
such exhibits. A joint press release announcing the entering into of the
Merger Agreement was issued on February 7, 1997. 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 2.1 Agreement and Plan of Merger dated as of February 6,
1997 among CVS Corporation, Revco D.S., Inc. and North
Acquisition Corp. (Schedules and Exhibits omitted)
Exhibit 4.1 Stockholder Agreement dated as of February 6, 1997
between CVS Corporation and Zell/Chilmark Fund, L.P.
Exhibit 99.1 Joint Press Release dated February 7, 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: February 7, 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.
- ----------- ------------------ ----------
Exhibit 2.1 Agreement and Plan of Merger dated as of
February 6, 1997 among CVS Corporation,
Revco D.S., Inc. and North Acquisition
Corp. (Schedules and Exhibits omitted)
Exhibit 4.1 Stockholder Agreement dated as of
February 6, 1997 between CVS
Corporation and Zell/Chilmark Fund, L.P.
Exhibit 99.1 Joint Press Release dated February 7, 1996