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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 (DATE OF EARLIEST EVENT REPORTED): APRIL 11, 2000
CAREMARK RX, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
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 35244
Birmingham, Alabama ----------
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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)
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ITEM 5. OTHER EVENTS.
Caremark Rx, Inc. (NYSE: CMX) issued a press release on April 17, 2000
announcing that the Supreme Court of the State of New York dismissed, with
prejudice, the case filed against Caremark Rx, Inc. (the "COMPANY") on May 27,
1999 captioned AGR Halifax Ltd. et al. v. MedPartners, Inc. et al., Index No.
99-602625, in connection with a settlement agreement that the Company reached
with the plaintiffs in that lawsuit (the "SETTLEMENT AGREEMENT"). The Settlement
Agreement covers plaintiffs holding approximately 35 percent of the total
Threshold Appreciation Price Securities ("TAPS") outstanding (the "SETTLING TAPS
HOLDERS"). This press release is attached hereto as Exhibit 99.1 to this 8-K and
incorporated herein by reference. In connection with the Settlement Agreement,
certain defendants were dismissed from the Company's case filed in the United
States District Court for the Northern District of Alabama on March 24, 2000
captioned Caremark Rx, Inc. et al. v. Mark E. Holliday et al., No. CV
00-0-0767-S. This complaint seeks injunctive relief and damages for alleged
defamation and invasion of privacy.
The Company also announced, in a press release dated April 11, 2000,
that it has reached a settlement in the previously announced class action
lawsuit filed on March 16, 2000 in the Circuit Court of Franklin County,
Alabama, entitled James Taff et al. v. Caremark Rx. Inc., et al., Case No. 0072
regarding its TAPS (the "ALABAMA LITIGATION"). The complaint sought a
declaratory judgment that a termination event had occurred with respect to the
TAPS and an order compelling the Collateral Agent to release to the TAPS holders
approximately $480 million in United States Treasury Notes held in escrow. The
settlement, which covers all TAPS holders, except for the Settling TAPS Holders,
has received preliminary court approval and remains subject to final court
approval following customary class notices and hearings. This press release is
attached hereto as Exhibit 99.2 to this 8-K and incorporated herein by
reference.
The Company believes that the consummation of the Settlement Agreement
and the proposed settlement of the Alabama Litigation will not have a material
adverse impact on the operations or financial condition of the Company. In
connection with the Settlement Agreement, the Company issued to the Settling
TAPS Holders shares of common stock and paid accrued interest on the TAPS. The
Company has received approximately $168,000,000 in cash from the cancellation of
the TAPS released by the Settling TAPS Holders, which has been used to reduce
bank indebtedness. In the event the court approves the settlement announced in
connection with the Alabama Litigation, the Company will issue additional shares
of common stock and will pay accrued interest on the TAPS.
The Company also amended its Credit Agreement to permit the Company to
enter into the Settlement Agreement and to settle the Alabama Litigation.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Text of Press Release of Caremark Rx, Inc., dated April 17,
2000.
99.2 Text of Press Release of Caremark Rx, Inc., dated April 11,
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: April 17, 2000 CAREMARK RX, INC.
By: /s/ Howard McCure
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Howard A. McLure
Senior Vice President and
Chief Accounting Officer
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Exhibit 99.1
CAREMARK RX ANNOUNCES COMPLETION OF NEW YORK TAPS LITIGATION SETTLEMENT
BIRMINGHAM, Ala., April 17 /PRNewswire/ -- Caremark Rx, Inc. (NYSE:
CMX) today announced that it has completed the previously announced settlement
of the Threshold Appreciation Price Securities ("TAPS") lawsuit filed in the
Supreme Court of the State of New York covering approximately 35% of the
outstanding TAPS. As a result, the lawsuit has been dismissed with prejudice,
and Caremark Rx has issued common stock and paid accrued interest on such TAPS
through April 14, 2000. The Company has received approximately $168,000,000 in
cash from the cancellation of the related TAPS, which will be used to reduce
short-term indebtedness.
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 the Company's most recent filings with the
Securities and Exchange Commission and also in the Company's annual report on
Form 10-K filed with the Securities and Exchange Commission on March 10, 2000.
SOURCE Caremark Rx, Inc.
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Exhibit 99.2
CAREMARK RX ANNOUNCES SETTLEMENT OF
REMAINING TAPS LITIGATION
BIRMINGHAM, AL, April 11, 2000 - Caremark Rx, Inc. (NYSE: CMX) today announced
that it has reached a settlement in the previously announced class action
lawsuit filed in the Circuit Court of Franklin County, Alabama regarding its
Threshold Appreciation Price Securities ("TAPS"). The settlement, which covers
all TAPS holders except for those included in the previously announced
settlement, has received preliminary court approval and remains subject to final
court approval following customary class notices and hearings. The remaining
lawsuit in New York has been dismissed.
On March 31, 2000, the Company announced the settlement of a lawsuit filed in
the Supreme Court of the State of New York, which covered approximately 35
percent of the total TAPS outstanding.
The Company said that the combined impact of settling the New York and Alabama
cases would not have a material adverse impact on the operations or financial
condition of the Company.
Mac Crawford, chairman, president and chief executive officer of Caremark Rx,
said, "The settlement of the TAPS litigation represents another major
achievement in our transition and restructuring of the Company. We are pleased
to have settled this litigation without impacting our liquidity or having a
material impact on our earnings."
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 the Company's most recent filings with the Securities and
Exchange Commission and also in the Company's annual report on Form 10-K filed
with the Securities and Exchange Commission on March 10, 2000.
SOURCE Caremark Rx, Inc.
