<PAGE> 1
FILED PURSUANT TO RULE 424(B)(3)
PROSPECTUS SUPPLEMENT NO. 2 REGISTRATION NOS. 333-90583
(TO PROSPECTUS DATED JANUARY 24, 2000) 333-90583-01
4,000,000 PREFERRED SECURITIES
CAREMARK RX CAPITAL TRUST I
7% SHARED PREFERENCE REDEEMABLE SECURITIES ("SPURS")(SM)
(LIQUIDATION PREFERENCE $50 PER PREFERRED SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED BY
AND CONVERTIBLE INTO THE COMMON STOCK OF
(CAREMARK RX LOGO)
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This Prospectus Supplement No. 2 supplements and amends the Prospectus dated
January 24, 2000 (the "Base Prospectus") and the Prospectus Supplement dated
July 11, 2000 (the "Supplement") (together, the "Prospectus") relating to the 7%
Shared Preference Redeemable Securities ("SPuRS" or "Preferred Securities") of
Caremark Rx Capital Trust I.
The section entitled "Selling Stockholders" on page 57 of the Base
Prospectus, as amended by page 69 of the Supplement, is hereby amended by adding
the following:
<TABLE>
<CAPTION>
SPURS SPURS NO. OF SHARES
BENEFICIALLY % OF OFFERED OF COMMON STOCK COMMON STOCK
SELLING HOLDER OWNED CLASS HEREBY BENEFICIALLY OWNED(1) OFFERED HEREBY(2)
-------------- ------------ ----- -------------- --------------------- -----------------
<S> <C> <C> <C> <C> <C>
Partner Reinsurance
Company of the U.S.... 3,400 0.09% 3,400 22,823 0
UBS Warburg LLC......... 246,000(3) 6.2% 7,000 1,651,275 0
Purchase Associates..... 17,400 0.44% 17,400 116,798 0
Legion Strategies
Ltd................... 1,800 0.05% 1,800 12,083 0
Levco Alternative
Fund.................. 39,000 0.98% 39,000 261,788 0
The Common Fund......... 1,800 0.05% 1,800 12,083 0
State Street Bank A/C #
7M6U.................. 25,000 0.63% 25,000 167,813 0
</TABLE>
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(1) Represents for all Selling Holders the number of shares of Common Stock
which may be acquired upon conversion of SPuRS, unless otherwise indicated.
(2) After any conversion of SPuRS, each Selling Holder may offer under this
Prospectus up to the number of shares of Common Stock issued upon such
conversion and beneficially owned by such Selling Holder.
(3) Of these SPuRS, 238,000 were previously listed in the Supplement.
This Prospectus Supplement No. 2 also amends the Prospectus by deleting the
following from the Supplement:
<TABLE>
<CAPTION>
SPURS SPURS NO. OF SHARES
BENEFICIALLY % OF OFFERED OF COMMON STOCK COMMON STOCK
SELLING HOLDER OWNED CLASS HEREBY BENEFICIALLY OWNED(1) OFFERED HEREBY(2)
-------------- ------------ ----- ------- --------------------- -----------------
<S> <C> <C> <C> <C> <C>
Partner Reinsurance Company
Ltd............................. 3,400 0.09% 3,400 22,823 0
State Street Bank A/C #71464...... 25,000 0.63% 25,000 167,813 0
</TABLE>
The Prospectus, together with this Prospectus Supplement No. 2, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities Act of
1933 with respect to offers and sales of the SPuRS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement No. 2 is August 10, 2000.
