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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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: DECEMBER 6, 2000
DATE OF EARLIEST EVENT REPORTED: NOVEMBER 29, 2000
CAREMARK RX, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 0-27276 63-1151076
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(State of incorporation) (Commission File Number) (IRS Employer Identification No.)
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3000 Galleria Tower
Suite 1000
Birmingham, Alabama 35244
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 733-8996
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ITEM 4. CHANGES IN CERTIFYING ACCOUNTANT.
(a) Information Required by Item 304(a)(1) of Regulation S-K.
(i) On November 29, 2000, Caremark Rx, Inc. (NYSE: CMX),
dismissed Ernst & Young LLP ("Ernst & Young") as the
Company's independent public accountants .
(ii) The reports of Ernst & Young on the Company's
financial statements for the fiscal years ended
December 31, 1998 and December 31, 1999 did not
contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The decision to change accountants was recommended by
the Audit Committee of the Board of Directors of the
Company, and approved by the Board of Directors of
the Company.
(iv) In connection with the audits of the Company's
financial statements for each of the fiscal years
ended December 31, 1998 and December 31, 1999, and in
the subsequent interim periods, there were no
disagreements with Ernst & Young on any matter of
accounting principles or practices, financial
statement disclosure or auditing scope or procedures
which, if not resolved to the satisfaction of Ernst &
Young, would have caused Ernst & Young to make
reference to such matter in connection with its
report.
(v) During the two most recent fiscal years and through
the date of dismissal there have been no reportable
events (as defined in Regulation S-K Item
304(a)(1)(v)).
(b) On November 29, 2000 the Audit Committee of the Board of
Directors approved the engagement of Arthur Andersen LLP ("Arthur
Andersen") as the Company's independent public accountants for its
fiscal year ending December 31, 2000. During the two most recent fiscal
years and through the date of engagement, the Company has not consulted
with Arthur Andersen on items regarding either: (1) the application of
accounting principles to a specified transaction, either completed or
proposed; (2) the type of audit opinion that might be rendered on the
Company's financial statements; or (3) the subject matter of any
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or
reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K)
with the Company's former auditor.
The Company has furnished Ernst & Young with a copy of the foregoing
disclosure and requested Ernst & Young to furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
foregoing statements. A copy of the letter of Ernst & Young to the Securities
and Exchange Commission, dated December 6, 2000, is filed as Exhibit 16 hereto.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated December 6, 2000.
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SIGNATURES
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: December 6, 2000 CAREMARK RX, INC.
By: /s/ Howard A. McLure
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Howard A. McLure
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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16 Letter from Ernst & Young LLP to the Securities and Exchange Commission
dated December 6, 2000 regarding change in certifying accountant.
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