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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 8, 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)
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 February 8, 1998, CVS Corporation, a Delaware corporation ("CVS"), Arbor
Drugs, Inc., a Michigan corporation ("Arbor"), and Red Acquisition, Inc., a
Michigan 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
Arbor, with Arbor to be the surviving corporation of such merger (the "Merger"),
and as a result of the Merger, Arbor 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 "Arbor Common Stock"), of Arbor (other than shares held by CVS or any
subsidiary of CVS) will be converted into the right to receive that number (the
"Exchange Ratio") of shares of common stock, par value $0.01 per share ("CVS
Common Stock"), equal to the quotient obtained by dividing $23 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 Exchange Ratio will not be more than 0.3660 of a
share or less than 0.3182 of a share.
In connection with the execution of the Merger Agreement, Eugene Applebaum,
his wife and certain family trusts for which Mrs. Applebaum serves as trustee
(the "Applebaum Shareholders") entered into an Option and Voting Agreement with
CVS. Pursuant to the agreement, the Applebaum Shareholders, the beneficial
owners of approximately 24% of the outstanding Arbor Common Stock, agreed to
vote their shares in favor of the approval and adoption of the Merger Agreement
and granted CVS an option, exercisable under certain circumstances, to purchase
their shares of Arbor Common Stock.
Copy of the Merger Agreement is attached hereto as Exhibit 2.1. The
foregoing description is qualified in its entirety by reference to the full text
of such exhibit. A joint press release announcing the entering into of the
Merger Agreement was issued on February 9, 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 2.1 Agreement and Plan of Merger dated as of February 8,
1998 among CVS Corporation, Arbor Drugs, Inc. and Red
Acquisition, Inc. (Schedules and Exhibits omitted)
Exhibit 99.1 Joint Press Release dated February 9, 1998.
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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 10, 1998 By: /s/ Charles Conaway
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Name: Charles Conaway
Title: Chief Financial Officer
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INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
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Exhibit 2.1 Agreement and Plan of Merger dated as of
February 8, 1998 among CVS Corporation,
Arbor Drugs, Inc. and Red Acquisition,
Inc. (Schedules and Exhibits omitted)
Exhibit 99.1 Joint Press Release dated February 9, 1998
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