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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): September 10, 1999
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Caremark Rx, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-27276
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(Commission File Number)
63-1151076
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(IRS Employer Identification Number)
3000 Galleria Tower, Suite 1000, Birmingham, Alabama 35244
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(Address of principal executive offices)
Registrant's telephone number, including area code: (205) 733-8996
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MedPartners, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index Located on Page: 4
Total Number of Pages: 8
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Item 5. Other Events.
On September 10, 1999, a newly created, wholly-owned subsidiary of the
Company merged into the Company, with the Company remaining as the surviving
entity. In connection with the merger, the Company changed its name to Caremark
Rx, Inc. The Company's name and symbol on the New York Stock Exchange will
change as soon as approval is received from the Exchange. Until such approval
is received, the Company's Common Stock will continue to trade under the symbol
MDM.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
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Exhibit No.
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99.1 Text of Press Release of MedPartners, Inc., dated September 10, 1999.
99.2 Certificate of Ownership and Merger merging Caremark Rx, Inc. into
MedPartners, Inc.
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Signatures
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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.
Date: September 14, 1999
CAREMARK RX, INC.
By: /s/ Howard A. McLure
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Howard A. McLure
Senior Vice President and
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit Page No.
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99.1 Text of Press Release of MedPartners, Inc., dated
September 10, 1999.
99.2 Certificate of Ownership and Merger merging
Caremark Rx, Inc. into MedPartners, Inc.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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Contacts:
Investor Relations Media Relations
Pete Clemens Joel Weiden
MedPartners, Inc. Gavin Anderson & Company
205-733-8996 212-515-1970
MEDPARTNERS CHANGES NAME TO CAREMARK Rx, INC.
Reflects Company's Core Focus, Divestiture of PPM Assets
BIRMINGHAM, AL, SEPTEMBER 13, 1999 - MedPartners, Inc. (NYSE: MDM) today
announced that it has changed its name to Caremark Rx, Inc. to reflect the
Company's focus on its core pharmaceutical services operations, as it has
substantially completed the divestiture of its discontinued lines of business,
with only 12 practices not under definitive agreements for sale, representing
less than 10% of the total estimated proceeds from the divestiture program. In
conjunction with this move, the Company's name and symbol on the New York Stock
Exchange will change as soon as approval is received from the NYSE. Until then,
the stock will continue to trade under the symbol MDM.
"The name change represents the beginning of an exciting new period in this
company's evolution. We have essentially completed the divestiture of our
physician practice management assets, and now is the time to change the
company's name to reflect the future focus of the company," said Mac Crawford,
Chairman, President and Chief Executive Officer. "The Caremark name is well-
known and respected in the pharmaceutical services industry, and we look forward
to continuing to build recognition of the Caremark brand."
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Caremark is a leading prescription benefit manager (PBM), providing
comprehensive drug benefit services to over 1,200 health plan sponsors and
holding contracts to serve over 18 million participants throughout the U.S.
Caremark's clients include managed care organizations, insurance companies,
corporate health plans, unions, government agencies, and other funded benefit
plans. The company operates a national retail pharmacy network with over 50,000
participating pharmacies, three state-of-the-art mail service pharmacies, the
industry's only FDA-regulated repackaging plant and twenty-two JCAHO-accredited
specialized therapeutic pharmacies for delivery of advanced medications to
patients with chronic or genetic diseases and disorders.
Certain statements contained in this press release constitute forward-looking
statements contemplated under the Private Securities Litigation Reform Act of
1995. As such, they involve risks and uncertainties. A discussion of a number
of important factors and assumptions regarding these statements and risks
involved is contained in MedPartners' most recent filings with the Securities
and Exchange Commission and also in the Company's Quarterly report on Form 10-Q
filed with the Securities and Exchange Commission on August 16, 1999.
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Exhibit 99.2
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING CAREMARK RX, INC.
INTO MEDPARTNERS, INC.
(PURSUANT TO SECTION 253 OF THE GENERAL
CORPORATION LAW OF DELAWARE)
MedPartners, Inc., a Delaware corporation (the "Parent"), does hereby
certify that:
1. The Parent is incorporated pursuant to the General Corporation Law of the
State of Delaware.
2. The Parent owns all of the outstanding shares of each class of the capital
stock of Caremark Rx, Inc., a Delaware corporation (the "Subsidiary").
3. The Parent, by the following resolutions of its Board of Directors, duly
adopted on September 9, 1999, determined to merge the Subsidiary into the
Parent as set forth in such resolutions, and, pursuant to such merger,
determined to change its corporate name from MedPartners, Inc. to Caremark
Rx, Inc.:
RESOLVED, that MedPartners, Inc. merge into itself its wholly owned
subsidiary, Caremark Rx, Inc., a Delaware corporation, and assume all of
said subsidiary's liabilities and obligations;
FURTHER RESOLVED, that, pursuant to and at the effective time of the
aforementioned merger, the name MedPartners, Inc. be, and hereby is,
changed to Caremark Rx, Inc.;
FURTHER RESOLVED, that the officers of MedPartners, Inc., and each of
them, are authorized and directed to make, execute and acknowledge a
certificate of ownership and merger setting forth a copy of these
resolutions and the date of adoption thereof, to file the same in the
office of the Secretary of State of Delaware and otherwise as required by
applicable law, and otherwise to take any and all actions that they deem to
be necessary and appropriate to give effect to such merger.
(Signature page to follow)
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IN WITNESS WHEREOF, MedPartners Inc. has caused this certificate to be
signed by its duly authorized officer, this 10th day of September, 1999.
MedPartners, Inc.
By: /s/ James H. Dickerson
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Name: James H. Dickerson
Title: Executive Vice President and Chief
Financial Officer
