SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: March 16, 1998
Express Scripts, Inc.
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(Exact Name of Registrant as specified in its Charter)
Delaware 0-20199 43-1420563
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of corporation) Identification No.)
14000 Riverport Drive, Maryland Heights, Missouri 63043
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 770-1666
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On March 16, 1998, Express Scripts, Inc. issued a press release, a copy of
which is attached hereto as Exhibit 99.1, and incorporated herein by reference.
(c) The following exhibit is filed as part of this report on Form 8-K:
Exhibit 99.1 Press release, dated March 16, 1998, by Express Scripts,
Inc.
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SIGNATURE
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.
EXPRESS SCRIPTS, INC.
Date: March 16, 1998 By: /s/ Barrett A. Toan
Barrett A. Toan
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated March 16, 1998, by Express Scripts, Inc.
EXHIBIT 99.1
EXPRESS SCRIPTS ANNOUNCES LONG-TERM
AGREEMENT WITH NYLCARE HEALTH PLANS
ST. LOUIS, March 16, 1998--Express Scripts, Inc. (NASDAQ:ESRX) today
announced that it has reached agreement with NYLCare Health Plans, Inc., a
subsidiary of New York Life Insurance Company, for an extension of its
agreements to provide members of NYLCare's HMO with pharmacy benefit management
and infusion therapy services.
As part of the definitive agreement announced by Aetna U.S. Healthcare,
Inc. and New York Life today, Express Scripts' pharmacy benefit management and
infusion therapy agreements with NYLCare will be extended until Dec. 31, 2003.
New York Life's sale of NYLCare to Aetna is expected to close in the third
quarter of this year. Under the terms of the extension agreements, Express
Scripts will serve 1.4 million HMO members for pharmacy benefit management
services. Currently, Express Scripts serves 1.2 million NYLCare HMO lives. The
home infusion contract will also be extended until Dec. 31, 2003; current terms
will apply until Dec. 31, 2000, with limited price adjustments permitted under
certain circumstances thereafter.
The current agreements for managed vision care and informed decision
counseling services will continue through Dec. 31, 1999. Express Scripts will
also continue to provide pharmacy benefit management services to members of
NYLCare indemnity programs until these members are converted to new policies.
"We are pleased that Aetna has extended our PBM and home infusion services
agreements with NYLCare effective when the sale of NYLCare takes place later
this year," said Barrett A. Toan, president and chief executive officer of
Express Scripts. "We have had a successful relationship with NYLCare and look
forward to working with Aetna as it becomes an even greater player in the health
care arena."
The impact on earnings per share is not expected to be material in 1998 or
1999. The extension of the two main agreements will guarantee Express Scripts
revenue for 1.4 million HMO lives until Dec. 31, 2003.
Express Scripts, Inc. is a leader in health care management, delivering
advanced capabilities in several complementary health care businesses. Express
Scripts' pharmacy benefit management business currently provides managed
prescription drug services to more than 12.3 million members in the United
States and Canada, and has received the highest ranking for overall customer
satisfaction in the last two annual Pharmacy Benefit Management Institute
surveys. Practice Patterns Science, Inc. offers health care information
services, linking health care data from all points of care. ESI Vision Care is
the company's eyecare management business. IVTx applies managed care principles
to infusion therapy management. Health Management Services provides
comprehensive informed decision counseling and disease management services
through a 24-hour call center staffed by nurses and pharmacists. Express
Scripts' businesses serve HMOs, third-party administrators, insurance companies,
unions and self-insured employers. Express Scripts is headquartered in St.
Louis, Mo. and recently announced that it has executed a definitive agreement to
purchase ValueRx, a pharmacy benefit manager headquartered in Plymouth, Minn.,
for $445 million.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT
LIMITED TO, STATEMENTS RELATED TO THE COMPANY'S PLANS, OBJECTIVES, EXPECTATIONS
(FINANCIAL AND OTHERWISE), OR INTENTIONS. THESE STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES THAT MAY CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER
SIGNIFICANTLY FROM THOSE PROJECTED OR SUGGESTED. FACTORS THAT MAY IMPACT THESE
FORWARD-LOOKING STATEMENTS INCLUDE: RISKS ASSOCIATED WITH THE CONSUMMATION OF
ACQUISITIONS, INCLUDING THE ABILITY TO SUCCESSFULLY INTEGRATE THE OPERATIONS OF
ACQUIRED BUSINESSES WITH THE EXISTING OPERATIONS OF THE COMPANY, LOSS OF CLIENTS
IN THE TRANSITION PROCESS AND RISKS INHERENT IN THE ACQUIRED ENTITIES'
OPERATIONS; LOWER THAN EXPECTED SALES AND REVENUE GROWTH; HEIGHTENED
COMPETITION; CHANGES IN PRICING OR DISCOUNT PRACTICES OF PHARMACEUTICAL
MANUFACTURERS; THE ABILITY OF THE COMPANY TO CONSUMMATE CONTRACT NEGOTIATIONS
WITH PROSPECTIVE CLIENTS; COMPETITION IN THE BIDDING OF PROPOSAL PROCESS;
ADVERSE RESULTS IN CERTAIN LITIGATION AND REGULATORY MATTERS; THE ADOPTION OF
ADVERSE LEGISLATION OR A CHANGE IN THE INTERPRETATION OF EXISTING LEGISLATION OR
REGULATIONS; RISKS ASSOCIATED WITH THE DEVELOPMENT OF NEW PRODUCTS; AND OTHER
RISKS DESCRIBED FROM TIME TO TIME IN THE COMPANY'S PUBLIC FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.
