CVS Health Corp – ‘8-B12B’ on 11/4/96

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Registration of Securities of a Successor Issuer   —   Form 8-B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-B12B      Registration of Securities of a Successor Issuer      11±    54K 
 2: EX-3.3      Articles of Incorporation/Organization or By-Laws      2±     7K 
 3: EX-4.1      Instrument Defining the Rights of Security Holders     3±     8K 
 4: EX-21       Subsidiaries of the Registrant                         1      8K 

8-B12B   —   Registration of Securities of a Successor Issuer
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C.  20549 

FORM 8-B  

FOR REGISTRATION OF SECURITIES OF 
CERTAIN SUCCESSOR ISSUERS 
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE   
SECURITIES EXCHANGE ACT OF 1934 

CVS CORPORATION 
(Successor to Melville Corporation) 

(Exact name of registrant as specified in its charter)  

Delaware                             Applied For                  
(State of                           (I.R.S. Employer                
incorporation or                    Identification Number)                
organization)                                                           

One CVS Drive, Woonsocket, Rhode Island                           02895         

(Address of principal executive offices)                    (Zip Code)          

Securities registered pursuant to Section 12(b) of the Act: 

Title of each Class                       Name of each exchange on which        
to be so Registered                       each class is to be registered        
Common Stock of                           New York Stock Exchange, Inc.         
CVS Corporation,                                                                
par value $.01 per share                                                        

Securities registered pursuant to Section 12(g) of the Act: 
None  

Item 1.       General Information.                                              

      (a)   CVS Corporation ("CVS" or the "Registrant") was organized as a
corporation on August 22, 1996 under the laws of the State of Delaware.         

      (b)   The Registrant's fiscal year ends on December 31 of each year.

Item 2.        Transaction of Succession.                                       

        (a)   Melville Corporation, a New York corporation ("Melville"), which
will be the predecessor of the Registrant at the time of the succession, has    
securities registered pursuant to Section 12(b) of the Securities Exchange Act  
of 1934, as amended ("the Exchange Act").                                       

   (b)   This Registration Statement is filed in connection with the
proposal (the "Proposal") to reincorporate Melville in Delaware and, in         
connection therewith, to effect certain charter and bylaw amendments, all as    
described under "III. Proposal: To Change the State of Incorporation From New   
York to Delaware and to Effect Certain Charter Amendments" in the Proxy         
Statement dated October 7, 1996 (the "Proxy Statement") mailed to Melville      
shareholders in connection with the Proposal, which is attached hereto as       
Exhibit 2.1 and incorporated by reference herein and made a part hereof.  The   
Proposal entails (i) the reincorporation to Delaware from New York through the  
merger structure described below resulting in (x) Melville shareholders owning  
shares of a new Delaware holding company named "CVS Corporation" and (y)        
Melville thereby becoming a wholly owned subsidiary of CVS, and (ii) in         
connection therewith, effecting the amendments to the holding company's         
certificate of incorporation and bylaws described below, all as more fully      
described in the Proxy Statement.                                               

            The proposed reincorporation from New York to Delaware will be
effected by a triangular merger structure pursuant to which Melville will       
become a wholly owned subsidiary of CVS.  Under the proposed merger structure,  
CVS New York, Inc. ("Merger Subsidiary"), a wholly-owned New York subsidiary    
of CVS organized for such purpose shall be merged with and into Melville (the   
"Merger").  Melville will be the surviving corporation (the "Surviving          
Corporation") in the Merger and will be renamed "CVS New York, Inc."  Pursuant  
to the Merger, at the Effective Time (as defined below) and as further          
described below, each shareholder of Melville will receive an equal number of   
shares of CVS in exchange for each share of capital stock of Melville held by   
such shareholder immediately prior to the Effective Time.                       

              The Merger will be effected pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of August 30,1996, by and among       
Melville, CVS and Merger Subsidiary (which is attached as Appendix A to the     
Proxy Statement and is incorporated by reference herein).  The Merger will      
become effective at such time, after the Merger Agreement has been duly         
authorized and adopted by the requisite approval of shareholders of Melville,   
as the certificate of merger is duly filed with the Secretary of State of the   
State of New York or at such later time as is specified in the certificate of   
merger (the "Effective Time").   From and after the Effective Time, the         
Surviving Corporation will possess all the rights, privileges, powers and       
franchises and be subject to all of the restrictions, disabilities and duties   
of Melville and Merger Subsidiary, all as provided under New York law.          

            Pursuant to the Merger, subject to the exercise and perfection
of dissenting shareholders' appraisal rights as described in the Proxy          
Statement, at the Effective Time:  (i) each share of common stock, par value    
$1.00 per share ("Melville Common Stock"), of Melville issued and outstanding   
(or share credit with respect thereto), or held in the treasury of Melville,    
shall be converted (without the surrender of stock certificates or any other    
action) into one fully paid and nonassessable share of common stock, par value  
$.01 per share (the "CVS Common Stock"), of CVS, issued and outstanding (or     
share credit with respect thereto) or held in the treasury of CVS, as the case  
may be (with the same rights, powers and privileges as the shares or share      
credits so converted); (ii) each share of Series One ESOP Convertible           
Preference Stock, par value $1.00 per share ("Melville ESOP Preference          
Stock"), of Melville issued and outstanding shall be converted (without the     
surrender of stock certificates or any other action) into one fully paid and    
nonassessable share of Series One ESOP Convertible Preference Stock, par value  
$1.00 per share (the "CVS ESOP Preference Stock"), of CVS issued and            
outstanding (with the same rights, powers and privileges as the shares so       
converted); (iii) each share of common stock of Merger Subsidiary issued and    
outstanding immediately prior to the Effective Time shall be converted into     
and become one share of common stock of the Surviving Corporation with the      
same rights, powers and privileges as the shares so converted and shall         
constitute the only outstanding shares of capital stock of the Surviving        
Corporation; and (iv) each option (a "Melville Option") to purchase or acquire  
shares of Melville Common Stock which has been granted pursuant to any          
employee or director stock option or compensation plan or arrangement of        
Melville shall be, without any action on the part of the optionee, converted    
into an option to purchase or acquire the same number of shares of CVS Common   
Stock on the same terms and with the same exercise price as were applicable     
with respect to such Melville Option immediately prior to the Effective Time.   
Following the Effective Time, all Melville employee and director stock-based    
benefits or compensation plans and arrangements will be transferred to CVS,     
and all other Melville benefits and compensation plans and arrangements will    
be maintained by the Surviving Corporation or transferred to CVS.               

            At the Effective Time, the amended and restated certificate of
incorporation (the "CVS Charter") and bylaws ("CVS Bylaws") of CVS will be in   
effect and will govern the rights of stockholders in the event the Proposal     
is approved.  The CVS Charter is substantially similar to Melville's            
certificate of incorporation.  Except for provisions relating to change in      
name, corporate purpose, indemnification and limitation of liability of         
directors and officers, the ability to call special meetings of stockholders,   
and amending the bylaws, the differences between the two are primarily the      
result of the differences between the New York Business Corporation Law and     
the Delaware General Corporation Law ("Delaware GCL").  The bylaws of CVS and   
Melville are substantially similar except that the bylaws of CVS reflect the    
Delaware GCL and the provisions of the CVS Charter.  A description of the       
material differences between the CVS Charter and CVS Bylaws and Melville        
certificate of incorporation and Melville bylaws is set forth in the Proxy      
Statement under "Material Changes in the CVS Charter and Bylaws From the        
Melville Charter and Bylaws."  The text of the CVS Charter and CVS Bylaws are   
attached as Appendices B and C, respectively, to the Proxy Statement and are    
incorporated by reference herein and made a part hereof.                        

          From and after the Effective Time, until successors are duly
elected or appointed and qualified in accordance with applicable law, (i) the   
directors of Melville at the Effective Time shall be the directors of CVS, and  
(ii) the officers of Melville at the Effective Time shall be the officers of    
CVS.                                                                            

            The Proposal will be submitted to the shareholders of Melville
at its Special Meeting of Shareholders which is scheduled for November 19,      
1996, and the Merger is expected to become effective as soon as practicable     
thereafter.  For a complete description of the Proposal and other relevant      
information, reference is made to the Proxy Statement.  The foregoing           
discussion under Item 2 is qualified in its entirety by reference to the Proxy  
Statement.                                                                      

Item 3.        Securities to be Registered.                                     

             The securities being registered hereunder are the Common Stock,
par value $.01 per share, of CVS.                                               

          Immediately prior to the Effective Time, the designation and
number of authorized shares of CVS under the CVS Charter will be 350,120,619    
shares of capital stock of which (i) 300,000,000 shares are CVS Common Stock,   
(ii) 120,619 shares are Cumulative Preferred Stock, $.01 par value per share    
("CVS Cumulative Preferred Stock"), and (iii) 50,000,000 are Preference Stock,  
$1 par value per share ("CVS Preference Stock") (CVS Cumulative Preferred       
Stock and CVS Preference Stock being referred to herein collectively as         
"Preferred Stock").   At the Effective Time, (1) CVS will have outstanding the  
same number of shares of CVS Common Stock and shares of CVS ESOP Preference     
Stock as there were outstanding shares of Melville Common Stock and shares of   
Melville ESOP Preference Stock immediately prior to such time, and (2) no       
shares of CVS Cumulative Preferred Stock will be issued or outstanding.  In     
addition, at the Effective Time, CVS will hold in its treasury the same number  
of shares of CVS Common Stock as there were shares of Melville Common Stock     
held in the treasury of Melville.                                               

Item 4.        Description of Registrant's Securities to be Registered.         

  At the Effective Time, the authorized capital stock of the
Registrant will consist of 300,000,000 shares of CVS Common Stock, 120,619      
shares of CVS Cumulative Preferred Stock and 50,000,000 shares of CVS           
Preference Stock.                                                               

           The following is a summary of certain provisions of the CVS Charter
and CVS Bylaws which are attached as Appendix B and Appendix C to the Proxy     
Statement, and incorporated herein by reference, and the following summary is   
qualified in its entirety by reference to such documents.                       

CVS Common Stock                                                                

         Subject to the rights of the holders of any Preferred Stock
which may be outstanding, each holder of CVS Common Stock on the applicable     
record date is entitled to receive such dividends as may be declared by the     
Board of Directors of CVS (the "CVS Board") out of funds legally available      
therefor, and, in the event of liquidation, to share pro rata in any            
distribution of the Registrant's assets after payment or providing for the      
payment of liabilities and the liquidation preference of any outstanding        
Preferred Stock. Each holder of CVS Common Stock is entitled to one vote for    
each share of CVS Common Stock held of record on the applicable record date on  
all matters submitted to a vote of stockholders, including the election of      
directors.  In addition, holders of CVS ESOP Preference Stock are entitled to   
vote on all matters submitted to a vote of holders of CVS Common Stock, voting  
together with the CVS Common Stock as a single class.  Each share of CVS ESOP   
Preference Stock is entitled to the number of votes equal to the number of      
shares of CVS Common Stock into which such share of CVS ESOP Preference Stock   
could be converted on the record date for the applicable meeting, which is      
approximately 1.16 (after giving effect to the distribution by Melville to its  
shareholders on October 12, 1996 of all shares of Footstar, Inc. held by        
Melville).  Holders of CVS Common Stock have no cumulative voting rights or     
preemptive rights to purchase or subscribe for any stock or other securities    
and there are no conversion rights or redemption or sinking fund provisions     
with respect to CVS Common Stock.  Assuming that the Proposal is approved by    
the requisite vote of Melville shareholders and that no dissenting stockholder  
appraisal rights are exercised in connection with the Merger, based on the      
number of shares of Melville Common Stock and Melville ESOP Preference Stock    
outstanding on August 30, 1996 and the conversion of each share of Melville     
capital stock into one corresponding share of CVS capital stock in the Merger,  
it is anticipated that there will be approximately 106 million shares of CVS    
Common Stock and approximately 5.8 million shares of CVS ESOP Preference Stock  
issued and outstanding immediately after the Effective Time.                    

              The shares of CVS Common Stock issued in the Merger will be duly
authorized, validly issued, fully paid and nonassessable.                       

Certain Statutory and Charter Provisions                                        

  Certain provisions of the CVS Charter and CVS Bylaws
summarized in the following paragraphs may be deemed to have an anti-           
takeover effect and may delay, defer or prevent a tender offer or takeover      
attempt that a stockholder might consider in its best interest, including       
those attempts that might result in a premium over the market price for the     
shares held by stockholders.  The following is a summary of certain of          
these provisions.  The CVS Charter and CVS Bylaws are attached as               
Appendices to the Proxy Statement, and the following summary is qualified       
in its entirety by reference to such documents.                                 

Stockholder Action by Written Consent; Special Meetings 

                The CVS Charter provides that any action required or permitted
          to be taken at an annual or special meeting of stockholders may be
taken without a meeting upon the written consent of all 
   stockholders entitled to vote thereon. The CVS Charter also
       provides that special meetings of the Registrant's stockholders
          may only be called by the CVS Board, the Chairman of the CVS Board
  or the President and may not be called by any other person
         (subject to the rights of a class or series of Preferred Stock to
        call special meetings of such class or series). These provisions
          may make it more difficult for stockholders to take action opposed
by the Board.                                           

Preferred Stock                                         

               Under the CVS Charter, the CVS Board will have the authority,
   without further stockholder approval but subject to certain
       limitations set forth in the CVS Charter, to create one or more
        series of Preferred Stock, to issue shares of Preferred Stock in
      such series up to the maximum number of shares of the relevant
 class of Preferred Stock authorized, and to determine the
       preferences, rights, privileges and restrictions of any series,
         including the dividend rights, voting rights, rights and terms of
 redemption, liquidating preferences, the number of shares
        constituting any such series and the designation of such series.
          Pursuant to this authority, the CVS Board could create and issue a
          series of preferred stock with rights, privileges or restrictions,
 and adopt a stockholder rights plan, having the effect of
        discriminating against an existing or prospective holder of such
          securities as a result of such security holder beneficially owning
    or commencing a tender offer for a substantial amount of CVS
       Common Stock. One of the effects of authorized but unissued and
          unreserved shares of capital stock may be to render more difficult
          or discourage an attempt by a potential acquiror to obtain control
   of CVS by means of a merger, tender offer, proxy contest or
         otherwise, and thereby protect the continuity of the Registrant's
         management. The issuance of such shares of capital stock may have
   the effect of delaying, deferring or preventing a change in
        control of CVS without any further action by the stockholders of
CVS.                                                    

Certain Provisions Relating to Business Combinations    

             Article Fifth of the CVS Charter ("Article Fifth") provides
         that any "Business Combination" with a "Related Person" requires,
         in addition to any vote required by law, the affirmative approval
         of at least 66 2/3% of the outstanding shares of Voting Stock (as
          defined in Article Fifth), voting together as a single class, held
        by stockholders other than a Related Person, unless, among other
    things, (i)  the Continuing Directors (as defined in Article
      Fifth), by at least 66 2/3% vote of such Continuing Directors,
   have expressly approved such Business Combination either in
         advance of or subsequent to such Related Person's having become a
         Related Person or (ii) certain fair price criteria and disclosure
          obligations are satisfied. The term "Related Person" is defined to
mean (a) any Person (other than CVS or any wholly owned 
   subsidiary) that, alone or together with any Affiliates and
         Associates, is or becomes the Beneficial Owner of an aggregate of
          10% or more of the outstanding Voting Stock, and (b) any Affiliate
         or Associate of any such Person, provided, however, that the term
         "Related Person" shall not include (x) a Person whose acquisition
    of such aggregate percentage of Voting Stock was approved in
          advance by at least 66 2/3% of the Continuing Directors or (y) any
  pension, profit sharing, employee stock ownership or other
          employee benefit plan of CVS or any subsidiary, all of the capital
       stock of or equity interest in which subsidiary is owned by CVS
        and one or more subsidiaries or CVS, or any trustee or fiduciary
        when acting in such capacity with respect to any such plan.  The
        term "Business Combination" is defined to mean (a) any merger or
   consolidation of CVS or a subsidiary with or into a Related
Person, (b) any sale, lease, exchange, transfer or other
         disposition, including without limitation by way of a mortgage or
        any other security device, of any Substantial Amount (as defined
        in Article Fifth) of the assets of CVS, one or more subsidiaries
        or CVS and one or more subsidiaries to a Related Person, (c) the
adoption of any plan or proposal for the liquidation or 
          dissolution of CVS proposed by or on behalf of any Related Person,
     (d) any sale, lease, exchange, transfer or other disposition,
      including without limitation by way of a mortgage or any other
     security device, of any substantial amount of the assets of a
          Related Person to CVS, one or more subsidiaries, or CVS and one or
         more subsidiaries, (e) the issuance of any securities of CVS, one
     or more subsidiaries or CVS and one or more subsidiaries to a
          Related Person or to a Person that giving effect thereto, would be
       a Related Person other than the issuance on a pro rata basis to
        all holders of stock of the same class pursuant to a stock split
  or stock dividend, (f) any reclassification of securities,
      recapitalization of CVS, or any merger or consolidation of CVS
      with or into one or more subsidiaries or any other transaction
         that would have the effect, directly or indirectly, of increasing
        the voting power or other equity interest of a Related Person in
       CVS, (g) any loan, advance, guaranty, pledge or other financial
          assistance by CVS, one or more subsidiaries or CVS and one or more
          subsidiaries to or for the benefit, directly or indirectly (except
       proportionately as a stockholder), of a Related Person, (h) any
           agreement, contract or other arrangement providing for any Business
         Combination and (i) any series of transactions that a majority of
   Continuing Directors determines are related and that, taken
together, would constitute a Business Combination.      

Delaware Takeover Statute                               

              The Registrant is subject to Section 203 of the Delaware GCL
          ("Section 203"). In general, Section 203 prohibits a publicly held
           Delaware corporation from engaging in a "business combination" with
         an "interested stockholder" for a period of three years following
        the date that such stockholder became an interested stockholder,
        unless (i) prior to such date either the business combination or
     the transaction which resulted in the stockholder becoming an
       interested stockholder is approved by the board of directors of
        the corporation, (ii) upon consummation of the transaction which
       resulted in the stockholder becoming an interested stockholder,
        the interested stockholder owns at least 85% of the voting stock
  of the corporation outstanding at the time the transaction
      commenced (excluding for purposes of determining the number of
    shares outstanding, shares owned by (A) persons who are both
      directors and officers and (B) employee stock plans in certain
   circumstances), or (iii) on or after such date the business
        combination is approved by the board and authorized at an annual
          or special meeting of stockholders, and not by written consent, by
          the affirmative vote of at least 66 2/3% of the outstanding voting
 stock which is not owned by the interested stockholder. A
      "business combination" includes a merger, consolidation, asset
          sale, or other transaction resulting in a financial benefit to the
       interested stockholder. An "interested stockholder" is a person
     who, together with affiliates and associates, owns (or within
     three years, did own) 15% or more of the corporation's voting
          stock. The restrictions imposed by Section 203 will not apply to a
          corporation if, among other things, (i) the corporation's original
   certificate of incorporation contains a provision expressly
         electing not to be governed by Section 203 or (ii) 12 months have
   passed after the corporation, by action of its stockholders
        holding a majority of the outstanding stock, adopts an amendment
        to its certificate of incorporation or bylaws expressly electing
     not to be governed by Section 203. CVS has not elected out of
       Section 203 and, therefore, the restrictions imposed by Section
203 will apply to CVS.                                  

Item 5.  Financial Statements and Exhibits.                                     

(a)    Financial Statements                             

      No financial statements are being filed with this Registration
        Statement because the consolidated capital structure and balance
         sheet of the Registrant immediately after the consummation of the
          Merger will be substantially the same as the capital structure and
     balance sheet of Melville, the predecessor, immediately prior
thereto.                                                

(b)    Exhibits.                                        

Exhibit No.     Description                                               
----------------   ------------------------------------------------------------ 

     2.1    The Melville Corporation Proxy Statement dated October
               7, 1996 for the Special Meeting of Shareholders scheduled
             for November 19, 1996 (the "Proxy Statement"), which is
               incorporated herein by reference to Melville's definitive
            Proxy Statement on Schedule 14A dated October 7, 1996.

  2.2    Agreement and Plan of Merger dated as of August 30,
           1996 by and among Melville, Merger Subsidiary and CVS
       is attached as Appendix A to the Proxy Statement.

    3.1    Restated Certificate of Incorporation of Melville, as
             amended as of April 18, 1990 (incorporated by reference
            to Exhibit 3 filed with Melville's Quarterly Report on
            Form 10-Q for the fiscal quarter ended June 30, 1990).

3.2    Form of Amended and Restated Certificate of      
               Incorporation of the Registrant (the "CVS Charter") to be
                filed with the Secretary of State of the State of Delaware
               prior to the Effective Time (incorporated by reference to
Appendix B to the Proxy Statement).       

    3.3    By-Laws of Melville, as amended through March 8, 1995
           (incorporated by reference to Exhibit 3(b) filed with
          Melville's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1994).  A further amendment to
            the Melville bylaws was adopted on October 9, 1996 and
is filed herewith.                        

     3.4    Form of Bylaws of the Registrant (the "CVS Bylaws") to
            be adopted by the Board of Directors of the Registrant
               prior to the Effective Time (incorporated by reference to
Appendix C to the Proxy Statement).       

     4      Pursuant to Regulation S-K, Item 601(b)(4)(iii)(A), no
             instrument which defines the rights of holders of long-
         term debt of the Registrant and its subsidiaries is
              filed herewith.  The Registrant hereby agrees to furnish
         a copy of any such instrument to the Securities and
Exchange Commission upon request.         

4.1    Specimen Common Stock Certificate.               

4.2    Form of Amended and Restated Certificate of      
               Incorporation of the Registrant (see Exhibit 3.2 hereto).

         4.3    Form of Bylaws of the Registrant (see Exhibit 3.4 hereto).

 10(i)(1)  Stock Purchase Agreement dated as of October 14, 1995
      between The TJX Companies, Inc. and Melville, as
          amended November 17, 1995 (incorporated by reference
              to Exhibits 2.1 and 2.2  to Melville's Current Report on
Form 8-K dated December 4, 1995).         

10(i)(2)  Stock Purchase Agreement dated as of March 25, 1996 
              between Melville and Consolidated Stores Corporation, as
       amended May 3, 1996 (incorporated by reference to
           Exhibits 2.1 and 2.2  to Melville's Current Report on
Form 8-K dated May 5, 1996).              

 10(i)(3)  Distribution Agreement dated as of September 24, 1996
              among Melville, Footstar, Inc. and Footstar Center, Inc.
              (incorporated by reference to Exhibit 99.1 to Melville's
         Current Report on Form 8-K dated October 28, 1996).

  10(i)(4)  Tax Disaffiliation Agreement dated as of September 24,
     1996 among Melville, Footstar, Inc. and certain
              subsidiaries named therein (incorporated by reference to
           Exhibit 99.2 to Melville's Current Report on Form 8-K
dated October 28, 1996).                  

10(iii)(A)(i)  1973 Stock Option Plan (incorporated by reference to     
             Exhibit (10) (iii)(A)(i) to Melville's Annual Report on
             Form 10-K for the fiscal year ended December 31, 1987).

   (ii)   1987 Stock Option Plan (incorporated by reference to
              Exhibit (10)(iii)(A)(iii) to Melville's Annual Report on
             Form 10-K for the fiscal year ended December 31, 1987).

(iii)   1989 Directors Stock Option Plan (incorporated by 
           reference to Exhibit B to Melville's Annual Report on
             Form 10-K for the fiscal year ended December 31, 1988).

 (iv)   Melville Corporation Omnibus Stock Incentive Plan.
           (incorporated by reference to Exhibit B to Melville's
          Annual Report on Form 10-K for the fiscal year ended
              December 31, 1989 and Exhibit A to Melville's definitive
Proxy Statement dated March 7, 1995).     

(v)   Profit Incentive Plan of Melville Corporation   
           (incorporated by reference to Exhibit A to Melville's
       definitive Proxy Statement dated March 14, 1994).

(vi)   Supplemental Retirement Plan for Select Senior   
     Management of Melville Corporation I as amended
             through July 1995 (incorporated by reference to Exhibit
              10(iii)(A)(vii) to Melville's Annual Report on Form 10-K
   for the fiscal year ended December 31, 1995).

(vii)   Supplemental Retirement Plan for Select Senior    
      Management of Melville Corporation II as amended
             through July 1995 (incorporated by reference to Exhibit
               10(iii)(A)(viii) to Melville's Annual Report on Form 10-K
   for the fiscal year ended December 31, 1995).

    (viii)   Income Continuation Policy for Select Senior Executives
        of Melville Corporation as amended through May 12,
             1988 (incorporated by reference to Exhibit 10 (viii) to
          Melville's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994).            

(ix)   Melville Corporation 1996 Directors Stock Plan   
           (incorporated by reference to Exhibit A to Melville's
      definitive Proxy Statement dated March 7, 1996).

   (x)   Employment Agreement between Jerald S. Politzer and
             the Registrant (incorporated by reference to Exhibit 10
            (iii)(A)(xii) to Melville's Annual Report on Form 10-K
   for the fiscal year ended December 31, 1995).

 11      Statement re: Computation of Net Earnings Per Share
            (incorporated by reference to Exhibit 11 to Melville's
          Quarterly Report on Form 10-Q for the fiscal quarter
             ended June 29, 1996 and Exhibit 11 to Melville's Annual
            Report on Form 10-K for the fiscal year ended December
31, 1995, respectively).                  

21      Subsidiaries of the Registrant                    

   27.1    Financial Data Schedule (incorporated by reference to
            Exhibit 27 to Melville's Quarterly Report on Form 10-Q
    for the quarterly period ended June 29, 1996).

27.2    Restated Financial Data Schedule - March 30, 1996 
              (incorporated by reference to Exhibit 27.1 to Melville's
          Quarterly Report on Form 10-Q for the fiscal quarter
ended June 29, 1996).                     

  27.3    Restated Financial Data Schedule - December 31, 1995
              (incorporated by reference to Exhibit 27.2 to Melville's
          Quarterly Report on Form 10-Q for the fiscal quarter
ended June 29, 1996).                     

   27.4    Restated Financial Data Schedule - September 30, 1995
              (incorporated by reference to Exhibit 27.3 to Melville's
            Quarterly Report on Form 10-Q for the quarterly period
ended June 29, 1996).                     

27.5    Restated Financial Data Schedule - July 1, 1995   
              (incorporated by reference to Exhibit 27.4 to Melville's
            Quarterly Report on Form 10-Q for the quarterly period
ended June 29, 1996).                     

27.6    Restated Financial Data Schedule - April 1, 1995  
              (incorporated by reference to Exhibit 27.5 to Melville's
            Quarterly Report on Form 10-Q for the quarterly period
ended June 29, 1996).                     

  27.7    Restated Financial Data Schedule - December 31, 1994
              (incorporated by reference to Exhibit 27.6 to Melville's
            Quarterly Report on Form 10-Q for the quarterly period
ended June 29, 1996).                     

27.8    Restated Financial Data Schedule - October 1, 1994
              (incorporated by reference to Exhibit 27.7 to Melville's
            Quarterly Report on Form 10-Q for the quarterly period
ended June 29, 1996).                     

SIGNATURE 

    Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this           
registration statement to be signed on its behalf by the undersigned, thereto   
duly authorized.                                                                

CVS CORPORATION           

  By: /s/ Stanley P. Goldstein
            ------------------------------
 Name:  Stanley P. Goldstein
  Title: Chairman of the Board
               and Chief Executive Officer

Dated: November 4, 1996                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-B12B’ Filing		Date		Other Filings
		11/19/96
Filed on:		11/4/96
		10/28/96		8-K
		10/12/96		8-K
		10/9/96
		10/7/96		DEF 14A
		9/24/96		8-K
		8/30/96
		8/22/96
		6/29/96		10-Q
		5/5/96		8-K
		5/3/96
		3/30/96
		3/25/96
		3/7/96
		12/31/95		10-K,  DEF 14A
		12/4/95		8-K
		11/17/95		8-K
		10/14/95
		9/30/95		10-Q
		7/1/95		10-Q
		4/1/95		10-Q
		3/8/95
		3/7/95		DEF 14A
		12/31/94		10-K
		10/1/94		10-Q
		3/14/94		DEF 14A
				List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/07/24  CVS Health Corp.                  10-K       12/31/23  166:28M
 2/08/23  CVS Health Corp.                  10-K       12/31/22  138:26M
 2/09/22  CVS Health Corp.                  10-K       12/31/21  137:25M
 2/16/21  CVS Health Corp.                  10-K       12/31/20  137:25M