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: September 4, 2003
Date of Earliest Event Reported: September 2, 2003
Caremark Rx, Inc.
(Exact Name
of Registrant as Specified in its Charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
1-14200 (Commission File Number) |
63-1151076 (I.R.S. Employer Identification No.) |
||
3000 Galleria Tower, Suite 1000 Birmingham, Alabama (Address of Principal Executive Offices) |
35244 (Zip Code) |
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Registrant's Telephone Number, Including Area Code (205) 733-8996
Item 5. Other Events and Regulation FD Disclosure
On September 2, 2003, Caremark Rx, Inc. (the "Company") and AdvancePCS, issued a joint press release announcing that the Company and AdvancePCS had entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which the Company will acquire 100 percent of AdvancePCS.
Under the terms of the Merger Agreement, AdvancePCS's stockholders will receive value equivalent to 2.15 shares of the Company's common stock for each AdvancePCS share outstanding, to be paid in the Company's common stock (90%) and cash (10%). Following the transaction, the Company's stockholders will own approximately 58 percent of the combined company and AdvancePCS's stockholders will own approximately 42 percent of the combined company on a fully diluted basis.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. In connection with the Merger Agreement, the Company entered into an Agreement Regarding Registration Rights with Joseph Littlejohn & Levy Fund III, L.P. (the "Fund") and certain individuals (the "Rights Agreement") and a Voting Agreement with the Fund (the "Voting Agreement"). A copy of the Rights Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference. A copy of the Voting Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The joint press release referred to above is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing description in this Item 5 is qualified in its entirety by reference to the full text of such exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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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.
| Caremark Rx, Inc. | ||||
By: |
/s/ HOWARD A. MCLURE Howard A. McLure Executive Vice President and Chief Financial Officer |
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Date: September 4, 2003
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