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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): JUNE 8, 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 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 June 9, 2000
announcing that the Circuit Court of Franklin County, Alabama had entered a
Final Approval Order and Judgment (the "Final Order") approving the previously
announced class action settlement (the "Alabama Settlement") in the class action
lawsuit entitled James Taff et al. v. Caremark Rx, Inc., et al., Case No. 0072
(the "Alabama Litigation").
Certain holders of the Company's Threshold Appreciation Price
Securities ("TAPS") filed suit on April 11, 2000 in the Supreme Court of the
State of New York, County of New York, entitled Aragon Investments, Ltd., et al.
v. Caremark Rx, Inc., claiming that a "Termination Event" had occurred with
respect to the TAPS. The Supreme Court of the State of New York previously
postponed further action in the Aragon litigation pending action by the Circuit
Court of Franklin County, Alabama.
The Alabama Settlement provides that on August 31, 2000, each class
member will be entitled to receive common stock for such class member's TAPS at
the rate provided for by the Purchase Contract Agreement related to the TAPS.
Each class member will also receive interest through this date and a yield
enhancement payment unless the class member decides to settle the Purchase
Contract Agreement earlier in accordance with the Alabama Settlement terms.
Additionally, the Company will issue 0.22 additional shares of common stock for
each TAPS, subject to the terms of the Alabama Settlement. The Alabama
Settlement will not have a material adverse effect on the continuing operations
of the Company.
There can be no assurances that TAPS holders will not pursue any
appellate rights they may have in the Alabama Litigation or the outcome of any
such appeal. In addition, there can be no assurances with respect to the outcome
of the Aragon litigation.
The press release is filed herewith as Exhibit 99.1 and is incorporated
herein by this reference. The Final Order is filed herewith as Exhibit 99.2 and
is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Text of Press Release of Caremark Rx, Inc., dated June 9,
2000.
99.2 Text of Final Order approving the class action settlement in
the class action lawsuit entitled James Taff et al. v.
Caremark Rx, Inc., et al., Case No. 0072
99.3 Purchase Contract Agreement, dated September 15, 1997, between
MedPartners, Inc. and The First National Bank of Chicago,
filed as Exhibit 4.4 to the Company's Registration Statement
on Form S-3 (Registration No. 333-35665), is hereby
incorporated herein by reference.
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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: June 13, 2000 CAREMARK RX, INC.
By: /s/ Howard A. McLure
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Howard A. McLure
Executive Vice President and
Chief Financial Officer
