EXPRESS SCRIPTS INC
8-K, 1999-05-12
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:   March 29, 1999


                              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  
   corporation)                                                  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
                                                         ----------------------



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


<PAGE>

Item 5.  Other Events

     On March 29, 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 March 29, 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:    April 15, 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 March 29, 1999, by Express Scripts, Inc.



                                  EXHIBIT 99.1



                                YOURPHARMACY.COM
                                 DRUGDIGEST.ORG
                     EXPRESS SCRIPTS, INC. UNVEILS PLANS FOR
                   ONLINE PHARMACY AND DRUG INFORMATION SITES
                         INTERNET SUBSIDIARY WILL SERVE
                        36.5 MILLION POTENTIAL CUSTOMERS
                "Unlike the start-up Internet pharmacies, we have
         deep experience and access to millions of existing customers."

     St. Louis, Mo., March 29, 1999 --- Express Scripts,  Inc.  (NASDAQ:  ESRX),
the nation's leading  independent  full-service  pharmacy benefit manager (PBM),
announced today plans for a dual online effort  targeted to an initial  customer
base of more than 36.5 million people.

     The company has formed a subsidiary  to launch one site,  YourPharmacy.com,
that will serve as a major online drug store and another  site,  DrugDigest.org,
that will focus on consumer drug information. Together, these sites will provide
consumers with reliable drug information and more convenient shopping.

     Both sites are scheduled to launch during the second quarter of 1999.

     "Unlike the  start-up  Internet  pharmacies,  we have deep  experience  and
access to millions of existing  customers," says Gregg  Rotenberg,  president of
the newly formed  subsidiary of Express  Scripts that will manage the web sites.
"We  intend  to  leverage  our   relationship   with  Express  Scripts  and  its
relationships  with many of the  nation's  leading  employers  and managed  care
organizations to have a direct dialogue with our target customers."

     The new  online  effort  will also  utilize  Express  Scripts'  world-class
expertise  in  delivering  prescription  drugs to the home.  "While  our  online
competitors are experimenting  with their first mail-order  prescription,  we'll
use the same facilities and safety checks that were used to send out more than 8
million mail prescriptions in the past year alone," says Rotenberg.

     "We believe that these on-line services will be extremely beneficial to our
PBM clients and members,"  explains  Barrett Toan,  Chief  Executive  Officer of
Express Scripts. "For example, we eventually expect to offer a screening service
that can not only  check for  adverse  reactions  across  the  prescription  and
non-prescription products bought at YourPharmacy.com,  but also for interactions
with  prescriptions  purchased  by a health plan  member at any  pharmacy in the
Express Scripts network."

     "The ability to check for interactions  between  non-prescription  products
and  prescription  drugs will  improve  the  quality of care the PBM can provide
consumers,"  says Dr. Craig  Frances,  an internist and medical text book author
and editor who serves as the Chief  Medical  Officer of the on-line  subsidiary.
"For example, the blood thinning prescription warfarin has dangerous, documented
interactions  with the prescription  anti-ulcer  medication  cimetidine and many
non-prescription  products  including aspirin,  ibuprofen,  vitamin E and ginkgo
biloba.  Alerting patients to these interactions will help to improve consumers'
health and reduce healthcare costs."

     "We are  excited  about the sites  that our new online  subsidiary  will be
bringing to market," says Toan. "We have  established  this  subsidiary with its
own identity and management to strengthen its position in this very  fast-moving
category."

     The    YourPharmacy.com    site   will   sell    prescription    medicines,
over-the-counter drugs, vitamins, herbs and health and beauty aids to members at
competitive prices.

     Among its many  advantages,  the  YourPharmacy.com  site will offer  90-day
prescriptions  from  Express  Scripts'  mail order  facilities  rather  than the
standard  30-day  prescription  offered by traditional  drug stores.  Due to the
efficiency  of filling a  prescription  once every 90 days  rather than every 30
days, these longer-term  prescriptions  usually save money for both patients and
their employers.  "According to IMS, chronic medications  comprise 75 percent of
the prescription  drug market.  For many of these chronic  medication users, the
lower cost, more convenient 90-day  prescription model will be attractive," says
Rotenberg.

     Express  Scripts,  Inc. is the first major PBM to announce its intention to
open an online pharmacy.

     The  DrugDigest.org  site will  provide  fact-based  information  on a wide
variety of drugs,  vitamins, and herbs. While there are dozens of web sites that
provide  health  care   information,   this  site  plans  to  provide  the  most
comprehensive  review of drug  information.  "Our goal is to empower  consumers,
enabling them to have more  productive  conversations  with their doctors," says
Dr.  Frances.  "Doctors  frequently  have too much to do during a short  patient
visit to explain all of the risks and  benefits of  patients'  medications.  The
best  way  for  consumers  to  improve  the  quality  of  their  care  is  to be
well-informed."

     The informational site has also established an alliance with J.D. Power and
Associates, an international marketing information firm specializing in customer
satisfaction  research and  recognized  in many  industries as the "voice of the
customer."

     "We conducted a lot of research on what patients  really want to know about
their  medications  and the  Internet  sites  from  which  they  could  get this
information,"  says  Frances.  "The number one issue in  people's  minds was the
credibility of the site. After seeing this research, we knew an association with
a firm as respected as J.D. Power and  Associates  would be exciting for both of
us."

     According to the National  Association  of Chain Drug Stores,  total retail
sales of prescription drugs and drug  store-related  products in the US exceeded
$160 billion in 1998. At historical growth rates, total retail sales of the same
products will approach $300 billion by 2003.

     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 will serve 36.5 million PBM  customers  and will manage
approximately $8 billion in annual drug spending (assuming completion of Express
Scripts' pending acquisition of Diversified Pharmaceutical Services Inc. and net
of the 10.5 million UnitedHealth Group members whose contract will expire in May
2000).

     Express Scripts,  Inc.  provides a full range of consultative PBM services,
including  pharmacy  network  management,  mail service,  formulary  management,
disease management and medical and drug data analysis services. The company also
provides  medical  information  management  services,   which  include  provider
profiling and outcomes  assessments,  informed decision  counseling services and
infusion therapy services.

     Express  Scripts,  Inc. is  headquartered  in St.  Louis,  Missouri and has
additional  major  sites  in  Minneapolis,  Minnesota;  Bensalem,  Pennsylvania;
Albuquerque,  New Mexico; Tempe, Arizona;  Troy, New York; and Farmington Hills,
Michigan. More information can be found at http://www.express-scripts.com.

     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. The company's actual results may differ
significantly   from  those  projected  or  suggested  in  any   forward-looking
statements.  Certain  factors  relating to the announced  online site that might
cause such a difference to occur include, but are not limited to, the regulation
of online  pharmacies,  ability to contract with a number of business  partners,
and other  industry  factors.  In  particular,  internet  commerce  is a rapidly
changing  environment  and such  changes  could  cause the company to alter it's
business plan for its internet operations.

     Other  general  factors  that may impact these  forward-looking  statements
include  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 and proposal
process;  adverse results in certain  litigation and regulatory  matters;  lower
than expected sales and revenue growth; the adoption of adverse legislation or a
change in the  interpretation  of existing  legislation  or  regulations;  risks
associated with the development of new products; risks associated with the "Year
2000" issue,  including the ability of the company to  successfully  convert its
information  systems  and its  non-information  systems,  and the ability of its
vendors/trading  partners to  successfully  convert their systems to accommodate
dates beyond  December 31, 1999; and other risks  described from time to time in
the company's  public filings with the Securities and Exchange  Commission.  The
company does not undertake any  obligation to release  publicly any revisions to
such  forward-looking  statements to reflect events or  circumstances  after the
date hereof or to reflect the occurrence of unanticipated events.



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