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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 29, 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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(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index Located on Page: 2
Total Number of Pages: 4
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Item 5. Other Events.
On September 29, 1999, the Company issued a Notice of Certain
Proposed Unregistered Offerings, pursuant to Rule 135c promulgated under the
Securities Act of 1933, as amended.
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 Caremark Rx, Inc., dated September 29, 1999.
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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: October 1, 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 99.1
CAREMARK Rx ANNOUNCES CLOSING OF RULE 144A OFFERING
BIRMINGHAM, AL, SEPTEMBER 29, 1999 -- Caremark Rx, Inc. (NYSE: CMX) today
announced that the private offering of 4,000,000 shares of 7% Shared Preference
Redeemable Securities ("Preferred Securities") closed today as expected.
The Preferred Securities have not been registered under the Securities Act of
1933 as amended and may not be sold in the United States absent registration or
an applicable exemption therefrom. Caremark Rx has agreed to file, and to use
its reasonable best efforts to have declared effective, a registration statement
under the Securities Act, to register resales of the Preferred Securities and
the shares of common stock issuable upon conversion thereof.
The Preferred Securities were offered to qualified institutional buyers ("QIBs")
in reliance on Rule 144A under the Securities Act of 1933, as amended, and
outside the United States in compliance with Regulation S under the Securities
Act, in transactions exempt from registration requirements of the Securities
Act.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sales of securities in any state in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities law of any such state.
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