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 (Date of earliest event reported): March 2, 2000
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 Idenfication No.)
incorporation)
13900 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)
Item 5. Other Events.
On March 2, 2000, Express Scripts, Inc. (the "Company") representatives
were interviewed by Dow Jones News Service for a news story to be issued on the
Dow Jones news wire.
The Company reported that it has recently amended its relationship with
Aetna US Healthcare, Inc. ("Aetna"). Pursuant to the terms of the Company's new
three year agreement with Aetna, the Company will be designated as the exclusive
provider of mail pharmacy services to approximately 5 million Aetna members on
or about May 1, 2000. These new mail service members will replace the existing
approximately 1.4 million Aetna members for which the Company had previously
provided claim processing services, including members in two Texas health plans
that are being sold by Aetna. This change is not expected to have a material
effect on the Company's earnings.
The Company commented on its strong mail pharmacy growth during 1999, and
noted its expectation for growth in excess of 30% for the mail in 2000.
The Company also cited opportunities to implement additional services for
many of its existing clients, reiterated that the transition of the United
Healthcare account later this year is not expected to have a material impact on
earnings per share, and stated that analysts earnings estimates for the first
quarter of 2000 and the annual estimate for 2000 are achievable.
The Company also noted its plan to use of the fees earned through its
PlanetRx relationship to continue to develop and implement its overall internet
strategy, including its ability to deliver core services to members via the
internet and participation in the emerging physician connectivity field.
Finally, the Company discussed its recent use of cash to repay
approximately $70 million of debt outstanding under its bank credit facility
(during the fourth quarter of 1999 and the first quarter of 2000), noting its
intention to continue to strengthen its balance sheet by reducing its debt. With
the Company's debt to total capitalization ratio below 50%, the Company has been
actively repurchasing shares of its Class A Common Stock under its previously
announced stock repurchase program. The Company has repurchased a total of
approximately 585,000 shares under the program since its inception in October,
1996, including approximately 110,000 in the last few weeks.
Information included in this Current Report on Form 8-K and information
that may be contained in other filings by the Company with the Securities and
Exchange Commission (the "Commission") and releases issued or statements made by
the Company, contain or may contain forward-looking statements, including but
not limited to statements of our plans, objectives, expectations or intentions.
Such forward-looking statements necessarily involve risks and uncertainties. Our
actual results may differ significantly from those projected or suggested in any
forward-looking statements. Factors that might cause such a difference to occur
include, but are not limited to: (i) risks associated with successfully
implementing our Internet strategy; (ii) risks associated with the consummation
and financing of acquisitions, including our ability to successfully integrate
the operations of the acquired businesses with our existing operations
(including successfully managing the transition of the United Healthcare
membership off of our systems in 2000), client retention issues, and risks
inherent in the acquired entities operations; (iii) risks associated with
obtaining financing and capital; (iv) risks associated with our ability to
manage growth; (v) competition, including price competition, competition in the
bidding and proposal process and our ability to consummate contract negotiations
with prospective clients; (vi) the possible termination of contracts with
certain key clients or providers; (vii) the possible termination of contracts
with certain key pharmaceutical manufacturers and changes in pricing, discount,
rebate or other practices of pharmaceutical manufacturers; (viii) adverse
results in litigation; (ix) adverse results in regulatory matters, the adoption
of adverse legislation or regulations, more aggressive enforcement of existing
legislation or regulations, or a change in the interpretation of existing
legislation or regulations; (x) developments in the healthcare industry,
including the impact of increases in healthcare costs, changes in drug
utilization patterns and introductions of new drugs; (xi) risks associated with
the "Year 2000" issue; (xii) dependence on key members of management; (xiii) our
relationship with New York Life Insurance Company, which possesses voting
control of us; and (xiv) other risks described from time to time in our filings
with the Commission. We do 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, nor
do we undertake any obligation to update any other information provided herein.
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 2, 2000 By: /s/ George Paz
George Paz
Senior Vice President and
Chief Financial Officer
