SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 6, 1997
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(Date of earliest event reported)
REVCO D.S., INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5025 34-1527876
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Identification
organization) Number) Number)
1925 Enterprise Parkway
Twinsburg, OH 44087
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(Address of principal executive offices) (Zip Code)
(216) 425-9811
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(Registrant's telephone number, including area code)
Page 1 of 94
Exhibit Index is on Page 6
Item 5. Other Events
Revco D.S., Inc. ("Revco") has entered into an Agreement and
Plan of Merger dated as of February 6, 1997 (the "Merger Agreement"),
with CVS Corporation ("CVS"), a Delaware corporation, and North
Acquisition Corp. ("Merger Sub"), a Delaware corporation and a wholly
owned subsidiary of CVS. Pursuant to the Merger Agreement and subject
to the terms and conditions set forth therein, Merger Sub will be
merged with and into Revco (the "Merger"), and Revco will become a
direct wholly owned subsidiary of CVS. Concurrently with the execution
of the Merger Agreement, CVS entered into a Stockholder Agreement with
Zell/Chilmark Fund, L.P. ("Zell/Chilmark"), owner of approximately 19%
of the common stock of Revco, par value $0.01 per share (the "Revco
Common Stock"), pursuant to which Zell/Chilmark has agreed, among
other things, to vote all of its shares of Revco Common Stock in favor
of the Merger.
In the Merger, each issued and outstanding share of Revco
Common Stock (other than treasury shares or shares held by CVS or its
subsidiaries) will be converted into the right to receive a number
(the "Conversion Number") of shares of the common stock of CVS, par
value $0.01 per share ("CVS Common Stock"), equal to the sum of 0.4692
and a number determined by dividing (x) $20 by (y) the average
Page 2 of 94
closing price per share of CVS Common Stock on the New York Stock
Exchange during ten trading days selected by lot out of the twenty
trading days ending on the fifth trading day prior to the closing date
for the Merger, provided that the Conversion Number shall not exceed
1.0097 or be less than 0.8837.
The foregoing description is qualified in its entirety by
reference to the Merger Agreement and the Stockholder Agreement,
copies of which are attached as Exhibits 2.1 and 4.1 hereto,
respectively.
On February 7, 1997, the parties issued a joint press
release announcing the execution of the Merger Agreement and certain
terms of the Merger. A copy of the joint press release, the contents
of which are incorporated herein by reference, is attached as Exhibit
99.1 hereto.
Page 3 of 94
Item 7. Financial Statements and Exhibits
c. Exhibits
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)
4.1 Stockholder Agreement dated as of
February 6, 1997, between CVS
Corporation and Zell/Chilmark
Fund, L.P.
99.1 Joint press release dated February 7,
1997
Page 4 of 94
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.
REVCO D.S., INC.,
by /s/ Jack A. Staph
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Jack A. Staph
Senior Vice President
Secretary and General Counsel
Date: February 7, 1997
Page 5 of 94
Exhibit Index
Exhibit No. Exhibit Page No.
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2.1 Agreement and Plan of Merger 8
dated as of February 6, 1997,
among CVS Corporation, Revco
D.S., Inc. and North Acquisition
Corp. (Schedules and Exhibits
omitted)
4.1 Stockholder Agreement dated as 78
of February 6, 1997, between CVS
Corporation and Zell/Chilmark
Fund, L.P.
99.1 Joint press release dated 91
February 7, 1997