1 ================================================================================ 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): Not applicable CVS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-1011 05-0494040 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION OF INCORPORATION) NO.) 1 CVS DRIVE WOONSOCKET, RHODE ISLAND 02895 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (401) 765-1500 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ================================================================================ 2 ITEM 5. OTHER EVENTS The supplemental consolidated financial statements of CVS Corporation as of December 31, 1996 and 1995 and for each of the years in the three-year period ended December 31, 1996 and as of and for the three months ended March 29, 1997 and March 30, 1996, together with the related supplemental schedule and supplemental Management's Discussion and Analysis of Financial Condition and Results of Operations, in each case as restated for the merger of CVS Corporation and Revco D.S., Inc. (which was consummated on May 29, 1997) which has been accounted for as a pooling of interests under Accounting Principles Board Opinion No. 16, are filed as an exhibit hereto and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS c. Exhibits. 11.1 Supplemental Statement re: Computation of Net Earnings Per Share for each of the years in the three-year period ended December 31, 1996 11.2 Supplemental Statement re: Computation of Net Earnings Per Share for the three months ended March 29, 1997 and March 30, 1996 12 Supplemental Statement re: Computation of Ratio of Earnings to Fixed Charges 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Arthur Andersen LLP 27.1 Supplemental Restated Financial Data Schedule -- March 29, 1997 27.2 Supplemental Restated Financial Data Schedule -- December 31, 1996 27.3 Supplemental Restated Financial Data Schedule -- September 28, 1996 27.4 Supplemental Restated Financial Data Schedule -- June 29, 1996 27.5 Supplemental Restated Financial Data Schedule -- March 30, 1996 27.6 Supplemental Restated Financial Data Schedule -- December 31, 1995 27.7 Supplemental Restated Financial Data Schedule -- September 30, 1995 27.8 Supplemental Restated Financial Data Schedule -- July 1, 1995 27.9 Supplemental Restated Financial Data Schedule -- April 1, 1995 27.10 Supplemental Restated Financial Data Schedule -- December 31, 1994 99.1 Supplemental consolidated financial statements of CVS Corporation as of December 31, 1996 and 1995 and for each of the years in the three-year period ended December 31, 1996, together with the related supplemental Management's Discussion and Analysis of Financial Condition and Results of Operations, in each case as restated for the merger of CVS Corporation and Revco D.S. Inc., (which was consummated on May 29, 1997) which has been accounted for as a pooling of interests under Accounting Principles Board Opinion No. 16. 99.2 Supplemental consolidated condensed financial statements of CVS Corporation as of and for the three months ended March 29, 1997 and March 30, 1996 together with the related supplemental Management's Discussion and Analysis of Financial Condition and Results of Operations, in each case as restated for the merger of CVS Corporation and Revco D.S. Inc., (which was consummated on May 29, 1997) which has been accounted for as a pooling of interests under Accounting Principles Board Opinion No.16. 99.3 Supplemental Schedule II -- Valuation and Qualifying Accounts 3 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 By: /s/ CHARLES C. CONAWAY -------------------------------------- Name: Charles C. Conaway Title: Executive Vice President and Chief Financial Officer Dated: July 17, 1997 4 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ---------------------------------------------------------------------------------- 11.1 Supplemental Statement re: Computation of Net Earnings Per Share for each of the years in the three-year period ended December 31, 1996 11.2 Supplemental Statement re: Computation of Net Earnings Per Share for the three months ended March 29, 1997 and March 30, 1996 12 Supplemental Statement re: Computation of Ratio of Earnings to Fixed Charges 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Arthur Andersen LLP 27.1 Supplemental Restated Financial Data Schedule -- March 29, 1997 27.2 Supplemental Restated Financial Data Schedule -- December 31, 1996 27.3 Supplemental Restated Financial Data Schedule -- September 28, 1996 27.4 Supplemental Restated Financial Data Schedule -- June 29, 1996 27.5 Supplemental Restated Financial Data Schedule -- March 30, 1996 27.6 Supplemental Restated Financial Data Schedule -- December 31, 1995 27.7 Supplemental Restated Financial Data Schedule -- September 30, 1995 27.8 Supplemental Restated Financial Data Schedule -- July 1, 1995 27.9 Supplemental Restated Financial Data Schedule -- April 1, 1995 27.10 Supplemental Restated Financial Data Schedule -- December 31, 1994 99.1 Supplemental consolidated financial statements of CVS Corporation as of December 31, 1996 and 1995 and for each of the years in the three-year period ended December 31, 1996, together with the related supplemental Management's Discussion and Analysis of Financial Condition and Results of Operations, in each case as restated for the merger of CVS Corporation and Revco D.S. Inc., (which was consummated on May 29, 1997) which has been accounted for as a pooling of interests under Accounting Principles Board Opinion No.16. 99.2 Supplemental consolidated condensed financial statements of CVS Corporation as of and for the three months ended March 29, 1997 and March 30, 1996, together with the related supplemental Management's Discussion and Analysis of Financial Condition and Results of Operations, in each case as restated for the merger of CVS Corporation and Revco D.S. Inc., (which was consummated on May 29, 1997) which has been accounted for as a pooling of interests under Accounting Principles Board Opinion No.16. 99.3 Supplemental Schedule II -- Valuation and Qualifying Accounts