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: October 12, 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 (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
corporation)
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 October 12, 1998, Express Scripts, Inc. issued a press release, a copy
of which is attached hereto as Exhibit 99.1, and incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) The following exhibit is filed as part of this report on Form 8-K:
Exhibit 99.1 Press release, dated October 12, 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: October 23, 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 October 12, 1998, by Express Scripts, Inc.
EXHIBIT 99.1
EXPRESS SCRIPTS, INC. DECLARES 2-FOR-1 STOCK SPLIT
ST. LOUIS, October 12, 1998--Express Scripts, Inc. (NASD: ESRX) today
announced that its board of directors has approved a two-for-one stock split of
its Class A and Class B common stock to be effected in the form of a stock
dividend. The stock split is for shareholders of record as of Oct. 20, 1998, and
will be effective on or about Oct. 30, 1998.
The split will be effected in the form of a dividend by issuance of one
additional share of Class A common stock for each share of Class A common stock
outstanding and one additional share of Class B common stock for each share of
Class B common stock outstanding.
"The lower post-split stock price is expected to improve the trading
characteristics of our shares and broaden our shareholder base," said Barrett
Toan, president and chief executive officer of Express Scripts.
Express Scripts, a leader in medication and healthcare management, is the
largest independent pharmacy benefit management (PBM) company in North America.
Following its acquisition of ValueRx in April 1998, the combined companies
provide managed healthcare services to more than 22.7 million covered lives
through a fully integrated mail service and retail network of more than 50,000
pharmacies. Together, Express Scripts/ ValueRx manages over $4 billion in annual
drug spend.
Headquartered in St. Louis, Express Scripts' businesses serve managed care
organizations, third-party administrators, insurance companies, unions and large
employers.
Express Scripts takes a unique, patient-focused approach to managing a
client's overall health through advanced comprehensive and clinically based
programs. Express Scripts' complementary businesses distinguish Express Scripts
as an industry leader with clinical expertise and innovative technology.
Practice Patterns Science, Inc. and the Proview(TM) system offer healthcare
information management services, linking healthcare data from all points of
care. IVTx applies managed care principles to infusion therapy management.
Health Management Services provides comprehensive informed decision counseling
(Express Health Line(SM)) through a 24-hour call center staffed by registered
nurses. Express Scripts' disease management programs systematically lower costs
related to specific diseases while improving total healthcare outcomes. More
information can be found at HTTP://WWW.EXPRESS-SCRIPTS.COM.
SAFE HARBOR STATEMENT
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.
