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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 20, 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: 4
Total Number of Pages: 6
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Item 5. Other Events.
As of September 20, 1999, the Company's Common Stock listed on the New York
Stock Exchange trades under the symbol "CMX".
In addition, on September 24, 1999, the Company issued a Notice of Certain
Proposed Unregistered Offerings, pursuant to Rule 135c promulagated 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 17, 1999.
99.2 Text of Press Release of Caremark Rx, Inc., dated September 24, 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: September 24, 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 Caremark Rx, Inc., dated
September 17, 1999.
99.2 Text of Press Release of Caremark Rx, Inc., dated
Septmber 24, 1999.
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CAREMARK Rx ANNOUNCES NEW STOCK SYMBOL
BIRMINGHAM, AL, SEPTEMBER 17, 1999 -- Caremark Rx, Inc., formerly known as
MedPartners, Inc., today announced that it has received approval from the New
York Stock Exchange to trade under the symbol "CMX" effective Monday,
September 20, 1999.
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CAREMARK Rx ANNOUNCES SALE OF PREFERRED SECURITIES IN A
RULE 144A OFFERING
BIRMINGHAM, AL, SEPTEMBER 24, 1999 - Caremark Rx, Inc. (NYSE: CMX) (the
"Company") today announced it has priced a private offering of 4,000,000 shares
of 7% Shared Preference Redeemable Securities ("Preferred Securities") at an
initial price of $50 per share. The Preferred Securities represent preferred
undivided beneficial interests in the assets of Caremark Rx Capital Trust I (the
"Trust"). The sole asset of the Trust will consist of 7% Convertible
Subordinated Debentures due 2029 to be acquired by the Trust from Caremark Rx in
connection with this offering. The Convertible Subordinated Debentures
underlying the Preferred Securities are securities of, and the Preferred
Securities are guaranteed by, Caremark Rx. Each Preferred Security is
convertible into 6.7125 shares of Caremark Rx's common stock at the option of
the holder and at any time. The offering is expected to close on or about
September 29, 1999.
The Preferred Securities are redeemable by the Company from time to time on or
after October 15, 2002, or at any time upon the occurrence of a Tax Event as
defined in the Offering Memorandum. The Preferred Securities will be redeemed
upon maturity of the Convertible Subordinated Debentures which will occur on
October 1, 2029.
The Company estimates that net proceeds from the offering will be approximately
$192 million. The net proceeds from the offering of the Preferred Securities
will be used to repay indebtedness under the Company's bank credit facility,
with $80 million used to repay term loans and the remainder being applied to its
revolving credit facility. To the extent that outstanding indebtedness under the
revolving credit facility is repaid, these amounts will be available for general
corporate purposes, thereby enhancing liquidity, and providing flexibility to
take advantage of business opportunities that may occur in the future.
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 there from. 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 are being 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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