EXPRESS SCRIPTS INC
8-K, 1999-07-01
SPECIALTY OUTPATIENT FACILITIES, NEC
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                       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:   June 10, 1999



                              Express Scripts, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its Charter)



  Delaware                         0-20199                          43-1420563
- --------------------------------------------------------------------------------
(State or other             (Commission File No.)            (I.R.S. Employer
 jurisdiction of                                              Identfication No.)
 corporation)

13900 Riverport Drive, Maryland Heights, Missouri                      63043
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                            (Zip Code)


Registrant's telephone number, including area code:         (314) 770-1666
                                                            --------------------


- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>

Item 5.  Other Events

     On June 10, 1999,  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 June 10, 1999,  by Express
Scripts, Inc.


<PAGE>

                                    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:    June 24, 1999             By:    /s/ Barrett A. Toan
                                          --------------------------------------
                                          Barrett A. Toan
                                          President and Chief Executive Officer

<PAGE>

                                  EXHIBIT INDEX

   Exhibit No.     Description

      99.1         Press release, dated June 10, 1999 by Express Scripts, Inc.

<PAGE>



                                 EXHIBIT 99.1

                    EXPRESS SCRIPTS COMPLETES STOCK OFFERING

     ST.  LOUIS,  JUNE  10,  1999--Express  Scripts,  Inc.  (NASD:  ESRX)  today
announced that it has completed its offering of 4,500,000  shares of its Class A
Common  Stock at $61.00 per share.  The company has granted the  underwriters  a
maximum of 675,000 shares to cover  over-allotments  of shares. The company will
use the net  proceeds of  approximately  $264.2  million to reduce  indebtedness
incurred  in  connection  with its  acquisition  of  Diversified  Pharmaceutical
Services,  Inc. ("DPS"),  completed April 1, 1999, and to refinance its existing
credit  facility.  Express  Scripts,  Inc. is the nation's  leading  independent
full-service  pharmacy  benefit  management  (PBM) and  specialty  managed  care
company.  Through  facilities  in seven  states and Canada,  the company  serves
thousands  of  clients   throughout  North  America,   including   managed  care
organizations,  insurance carriers,  third-party  administrators,  employers and
union-sponsored  benefit plans.  Express Scripts is  headquartered in St. Louis,
Missouri.



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