Schedule 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
PlanetRx.com, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
727049 10 8
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(CUSIP Number)
Thomas M. Boudreau, Esq.
Senior Vice President,
General Counsel and Secretary
c/o Express Scripts, Inc.
13900 Riverport Drive
Maryland Heights, MO 63043
(314) 770-1666
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with copies to:
Sheila K. Davidson
Senior Vice President and General Counsel
c/o New York Life Insurance Company
51 Madison Avenue
New York, New York 10010
(212) 576-4803
June 19, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box:
(Continued on following pages)
(Page 1 of 45 Pages)
CUSIP No. 727049 10 8 Schedule 13D Page 2 of 45 Pages
This Amendment No. 1 amends and supplements the original Schedule 13D (the
"Schedule 13D") dated October 13, 1999. All portions of such original filing
remain correct and are unchanged by this Amendment No. 1 except that certain
changes have been made to the information set forth in Rows 7, 9, 11 and 13 of
the cover pages and Items 2, 5, 6 and 7 of the Schedule 13D. Except as
specifically provided herein, this Amendment No. 1 does not modify any of the
information previously reported on the Schedule 13D.
CUSIP No. 727049 10 8 Schedule 13D Page 3 of 45 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Express Scripts, Inc. 43-1420563
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of original Schedule 13D)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
10,269,990 (See Item 5)
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING 9 SOLE DISPOSITIVE POWER
10,269,990 (See Items 5 and 6)
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,269,990 shares of Common Stock (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 727049 10 8 Schedule 13D Page 4 of 45 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
YourPharmacy.com, Inc. 43-1842584
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of original Schedule 13D)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
10,269,990 (See Item 5)
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING 9 SOLE DISPOSITIVE POWER
10,269,990 (See Items 5 and 6)
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,269,990 shares of Common Stock (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 727049 10 8 Schedule 13D Page 5 of 45 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New York Life Insurance Company 13-5582869
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of original Schedule 13D)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7 SOLE VOTING POWER
10,269,990 (See Item 5)
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING 9 SOLE DISPOSITIVE POWER
10,269,990 (See Items 5 and 6)
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,269,990 shares of Common Stock (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
HARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON*
IC
CUSIP No. 727049 10 8 Schedule 13D Page 6 of 45 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NYLIFE LLC 13-4081725
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of original Schedule 13D)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
10,269,990 (See Item 5)
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING 9 SOLE DISPOSITIVE POWER
10,269,990 (See Items 5 and 6)
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,269,990 shares of Common Stock (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON*
OO
CUSIP No. 727049 10 8 Schedule 13D Page 7 of 45 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NYLIFE HealthCare Management, Inc. 13-3155670
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of original Schedule 13D)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
10,269,990 (See Item 5)
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING 9 SOLE DISPOSITIVE POWER
10,269,990 (See Items 5 and 6)
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,269,990 shares of Common Stock (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 727049 10 8 Schedule 13D Page 8 of 45 Pages
This Amendment No. 1 amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission by Express Scripts on October
13, 1999 (the "Schedule 13D"), relating to the shares of common stock, par value
$0.001, of PlanetRx.com, Inc. ("PlanetRx"), a Delaware corporation. The
principal executive offices of PlanetRx are located at 349 Oyster Point Blvd.,
Suite 201, South San Francisco, CA 94080. Capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the original Schedule 13D.
Except as specifically provided herein, this Amendment No. 1 does not
modify any of the information previously reported on the Schedule 13D. This
Amendment No. 1 speaks as of its date and no inference should be drawn that no
change has occurred in the facts set forth herein after the date hereof.
Item 2. Identity and Background
(a)-(c), (f) The name, state of incorporation and business address of the
persons filing this statement (together, the "Reporting Persons") are:
(1) Express Scripts, Inc., a Delaware corporation ("ESI") 13900 Riverport
Drive, Maryland Heights, MO 63043, U.S.A.; and
(2) YourPharmacy.com, Inc., a Delaware corporation ("YPC") 13900 Riverport
Drive, Maryland Heights, MO 63043, U.S.A.
(3) New York Life Insurance Company, a New York mutual life insurance
company ("NYL") 51 Madison Avenue, New York, NY 10010, U.S.A.
(4) NYLIFE, LLC, a Delaware limited liability company ("NYLife") 51
Madison Avenue, New York, NY 10010, U.S.A.
(5) NYLIFE HealthCare Management, Inc., a Delaware corporation ("NYLIFE
HealthCare") 51 Madison Avenue, New York, NY 10010, U.S.A.
ESI is headquartered in St. Louis, Missouri, and is the largest
full-service pharmacy benefit management (PBM) company independent of
pharmaceutical manufacturer or drugstore ownership in North America. The Company
coordinates the distribution of outpatient pharmaceuticals through a combination
of benefit management services, including retail drug card programs, mail
pharmacy services, formulary management programs and other clinical management
programs. The Company provides these types of services for clients that include
health maintenance organizations (HMOs), health insurers, third-party
administrators, employers and union-sponsored benefit plans.
The Company's PBM services are provided to approximately 38 million members
enrolled in health plans sponsored by the Company's clients, excluding members
from United HealthCare Group. The Company delivers its PBM services through
networks of more than 52,000 retail pharmacies, representing more than 99
percent of all U.S. retail pharmacies and five Company-owned mail pharmacy
service centers.
YPC is a wholly owned subsidiary of ESI.
NYL, together with its subsidiaries, is one of the largest insurance
companies in the United States measured by assets. NYL and its affiliates offer
life insurance, annuity, and securities products and services such as
institutional and retail mutual funds and 401(k) products and also provides
institutional asset management and trust services. NYL is the parent of NYLife,
which is the parent of a number of non-insurance subsidiaries, including NYLIFE
HealthCare, which owns all the outstanding shares of Class B common stock of
ESI. Holders of Class A common stock of ESI are entitled to one vote for each
share held by them on all matters presented to stockholders. Pursuant to ESI's
certificate of incorporation, the holders of Class B common stock have ten votes
per share. As a result of the disproportionate voting rights given to holders of
Class B common stock, NYLIFE HealthCare owns approximately 86.2% of the combined
voting power of ESI's common stock. The address of the principal business and
the principal office of NYL, NYLife and NYLIFE HealthCare is 51 Madison Avenue,
New York, New York 10010.
Information relating to the directors and executive officers of the
Reporting Persons is contained in Appendix A attached hereto and is incorporated
herein by reference.
(d) and (e) None of the Reporting Persons, nor, to the best of their
knowledge, any of the persons listed in Appendix A has, during the last five
years, (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which has resulted in
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
(a) and (b). Under the definition of "beneficial ownership" as set forth in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting
Persons currently have beneficial ownership of 10,269,990 Shares of PlanetRx.
This amount constitutes approximately 19.8% of the outstanding Shares, based
upon a total of 51,752,241 outstanding Shares as of June 27, 2000 as
represented by PlanetRx to the Reporting Persons on such date.
The Reporting Persons have the sole power to vote and, except as described
below in Item 6, the sole power to dispose such Shares. The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons
are the beneficial owner of any Shares other than those discussed in this
paragraph.
(c) On June 27, 2000, the Reporting Persons transferred by gift 100,000
Shares of PlanetRx. Except for this transaction and as set forth in this Item 5,
or Item 4, Item 6 or in Appendix B attached to the original Schedule 13D and
incorporated herein by reference, to the best knowledge of the Reporting
Persons, neither the Reporting Persons nor any directors or executive officers
of any of the Reporting Persons and no other person described in Item 2 hereof
have, beneficial ownership of, or has engaged in any transaction during the past
60 days in, any Shares.
(d) No one else will have the right to receive or the power to direct the
receipt of dividends from the Shares owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 6 is hereby amended and supplemented by the following:
On June 19, 2000, Express Scripts entered into an agreement with PlanetRx,
terminating the October 13, 1999 agreement between these parties (the "Previous
Agreement") and releasing each other from any claims arising under the Previous
Agreement. Pursuant to the new agreement, PlanetRx will continue to be a
participating pharmacy in Express Scripts' network of retail pharmacies for
non-objecting sponsors. Additionally, Express Scripts has designated PlanetRx as
its "preferred" internet pharmacy in its retail networks, subject to certain
exceptions. Express Scripts may terminate the agreement (a) within 30 days after
PlanetRx provides notice of a "change in control" or of the acquisition of 30%
or more of PlanetRx's stock by a PBM competitor or (b) immediately upon an event
of default, as specified in the agreement. Unless earlier terminated, the
Agreement will terminate on June 19, 2005.
On July 5, 2000, PlanetRx is required to pay to Express Scripts $8,000,000
as payment in full of all obligations under the agreement and the Previous
Agreement. If Express Scripts does not receive the payment, the agreement will
be null and void.
Under the agreement, Express Scripts agrees not to transfer its shares of
PlanetRx stock, without the prior written consent of PlanetRx, prior to January
1, 2001, except in a private transaction in accordance with an exemption under
applicable securities laws, provided the transferee agrees to be bound by such
restriction.
The agreement specifies that the parties shall make a good faith effort to
negotiate and execute a depository agreement by July 31, 2000 that will require
PlanetRx to deposit the source code for and a working copy of the then current
versions of certain of its proprietary software. Such depository agreement will
also grant to Express Scripts a license to use such software on its own website
if PlanetRx terminates its business or files for bankruptcy, liquidation or
similar events. In addition, the agreement provides that the parties will
discuss entering into an outsourcing agreement pursuant to which PlanetRx will
fill mail pharmacy prescriptions for Express Scripts at Express Scripts' sole
discretion.
A copy of the agreement is filed as Exhibit 7 to this Amendment No. 1 of
Schedule 13D and incorporated herein by reference. Attached as Exhibit I to the
agreement is the Internet Pharmacy Provider Agreement which terminates the
previous Internet Pharmacy Provider Agreement and sets forth the terms and
conditions pursuant to which PlanetRx will provide internet pharmacy services to
eligible members of certain prescription drug programs by participating in
Express Scripts' pharmacy networks.
* * * * *
The summary contained in this Schedule 13D of certain provisions of such
agreements is not intended to be complete and is qualified in its entirety by
reference to the full text of such agreements, copies of which are incorporated
by reference as exhibits hereto and incorporated by reference herein.
Item 7. Material To Be Filed As Exhibits
Exhibit 1 Asset Contribution and Reorganization Agreement dated August
31, 1999 by and among PlanetRx.com, Inc., PRX Holdings, Inc., PRX
Acquisition, Corp., YourPharmacy.com, Inc., and Express Scripts,
Inc. (incorporated by reference to Exhibit 2.1 to PlanetRx's
Registration Statement on Form S-1, as amended (Registration
Number 333-82485)).
Exhibit 2 * Agreement dated August 31, 1999 by and among Express
Scripts, Inc. and PlanetRx.com, Inc. (incorporated by reference
to the Exhibit No. 10.17 to PlanetRx's Registration Statement on
Form S-1, as amended (Registration Number 333-82485)).
Exhibit 3 Amended and Restated Investors' Rights Agreement dated as of
June 3, 1999, (incorporated by reference to Exhibit 4.2 to
PlanetRx's Registration Statement on Form S-1, as amended
(Registration Number 333-82485)).
Exhibit 4 Amendment of Amended and Restated Investors' Rights
Agreement dated as of October 13, 1999 by and between
PlanetRx.com, Inc. and YourPharmacy.com, Inc. (incorporated by
reference to Exhibit 4 of the original Schedule 13D).
Exhibit 5 Lock-up Agreement dated as of October 13, 1999 between
YourPharmacy.com, Inc. and Goldman Sachs & Co. (incorporated by
reference to Exhibit 5 to the original Schedule 13D).
Exhibit 6 Agreement Regarding Joint Filing and Power of Attorney
(incorporated by reference to Exhibit 6 to the original Schedule
13D).
Exhibit 7 ** Agreement dated June 19, 2000 by and among Express
Scripts, Inc. and PlanetRx.com, Inc.
* Incorporated by reference pursuant to confidential treatment request granted
by Securities Exchange Commission.
** Confidential treatment requested for certain portions of this Exhibit
which have been redacted in the copy of the exhibit filed with the
Commission. The omitted information has been filed separately with the
Commission pursuant to an application for confidential treatment.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 28, 2000
EXPRESS SCRIPTS, INC.
By: *
------------------------------------------
Name:
Title:
YOURPHARMACY.COM, INC.
By: *
------------------------------------------
Name:
Title:
NEW YORK LIFE
INSURANCE COMPANY
By: *
------------------------------------------
Name:
Title:
NYLIFE LLC
By: *
------------------------------------------
Name:
Title:
NYLIFE HEALTHCARE
MANAGEMENT, INC.
By: *
--------------------------------------
Name:
Title:
By: /s/ Keith J. Ebling
Name: Keith J. Ebling
Title: Authorized Agent and Attorney-in Fact
under Power of Attorney
filed with Schedule 13D dated October
13, 1999
Appendix A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF THE REPORTING PERSONS
Directors and Executive Officers of Express Scripts, Inc. Set forth below
are the name, current business address, citizenship and the present principal
occupation or employment of each director and executive officer of Express
Scripts, Inc. The principal address of Express Scripts, Inc. and, unless
otherwise indicated below, the current business address for each individual
listed below is 13900 Riverport Drive, Maryland Heights, Missouri 63043, U.S.A.
Unless otherwise indicated, each such person is a citizen of the United States.
Unless otherwise indicated, each occupation set forth opposite the individual's
name refers to employment with Express Scripts, Inc.
Name and Current
Business Address Present Principal Occupation or Employment
---------------- ------------------------------------------
TERRENCE D. ARNDT Terrence D. Arndt serves as Senior Vice President of
Marketing.
HOWARD I. ATKINS Howard I. Atkins serves as a director and Executive Vice
President and the Chief Financial Officer of NYL.
STUART L. BASCOMB Stuart L. Bascomb serves as Executive Vice President of
Sales and Provider Relations, and as a director.
GARY G. BENANAV Gary G. Benanav serves as a director and as a Vice
Chairman of NYL.
FRANK J. BORELLI Frank J. Borelli serves as a director and as a Senior
Vice President and a director of Marsh & McLennan
Companies.
THOMAS M. BOUDREAU Thomas M. Boudreau serves as Senior Vice President,
General Counsel and Secretary.
JUDITH E. CAMPBELL Judith E. Campbell serves as a director and as Chief
Information Officer of NYL.
MABEL F. CHEN Mabel F. Chen serves as Senior Vice President and
Director of Site Operations.
ROBERT W. DAVIS Robert W. Davis serves as Senior Vice President and Chief
Information Systems Officer.
BARBARA B. HILL Barbara B. Hill serves as a director and is the former
President and Chief Executive Officer of Rush Prudential
Health Plan.
MARK O. JOHNSON Mark O. Johnson serves as Senior Vice President of
Integration.
RICHARD M. KERNAN, JR. Richard M. Kernan, Jr. serves as a director and as the
Executive Vice President and the Chief Investment
Officer of NYL.
LINDA L. LOGSDON Linda L. Logsdon serves as Executive Vice President of
Health Management Services.
DAVID A LOWENBERG David A. Lowenberg serves as Chief Operating Officer.
RICHARD A. NORLING Richard A. Norling serves as a director of ESI and as
the Chief Executive Officer of Premier, Inc.
GEORGE PAZ George Paz serves as Senior Vice President and Chief
Financial Officer.
JOSEPH W. PLUM Joseph W. Plum serves as Vice President and Chief
Accounting Officer.
FREDERICK J. SIEVERT Frederick J. Sievert serves as a director and as a Vice
Chairman of NYL.
STEPHEN N. STEINIG Stephen N. Steinig serves as a director and as the
Senior Vice President and Chief Actuary of NYL.
SEYMOUR STERNBERG Seymour Sternberg serves as a director and as the
Chairman, President and Chief
Executive Officer of NYL.
BARRETT A. TOAN Barrett A. Toan serves as President, Chief Executive
Officer, and a director.
HOWARD L. WALTMAN Howard L. Waltman serves as Chairman of the Board and is
the retired Chairman and Chief Executive Officer of
Sanus Corp. Health Systems, which was a wholly owned
subsidiary of NYL and
subsequently sold to Aetna US Healthcare, Inc.
GARY E. WENDLANDT Gary E. Wendlandt serves as a director and is the
Executive Vice President of Asset Management of NYL.
NORMAN ZACHARY Norman Zachary serves as a director and is the retired
President of Logica Data Architects, Inc., a consulting
and software development company.
Directors and Executive Officers of the YourPharmacy.com, Inc. Set forth
below are the name, current business address, citizenship and the present
principal occupation or employment of each director and executive officer of the
YourPharmacy.com, Inc. The principal address of YourPharmacy.com, Inc. and,
unless otherwise indicated below, the current business address for each
individual listed below is 13900 Riverport Drive, Maryland Heights, Missouri
63043, U.S.A. Unless otherwise indicated, each such person is a citizen of the
United States. Unless otherwise indicated, each occupation set forth opposite
the individual's name refers to employment with YourPharmacy.com, Inc.
Name and Current
Business Address Present Principal Occupation or Employment
----------------- ------------------------------------------
BARRETT A. TOAN Chairman and President.
See the description of Mr. Toan appearing above.
GEORGE PAZ Vice President. See the description of
Mr. Paz appearing above.
THOMAS M. BOUDREAU Vice President and Secretary. See the description of
Mr. Boudreau appearing above.
Directors and Executive Officers of the New York Life Insurance Company.
Set forth below are the name, current business address, citizenship and the
present principal occupation or employment of each director and executive
officer of the New York Life Insurance Company. The principal address of New
York Life Insurance Company and, unless otherwise indicated below, the current
business address for each individual listed below is 51 Madison Avenue, New
York, New York 10010, U.S.A. Unless otherwise indicated, each such person is a
citizen of the United States. Unless otherwise indicated, each occupation set
forth opposite the individual's name refers to employment with New York Life
Insurance Company.
Name and Current
Business Address Present Principal Occupation or Employment
---------------- ----------------------------------------------------
BETTY C. ALEWINE Betty C. Alewine serves as a director. Ms. Alewine
Comstat Corporation is President and Chief Executive Officer of COMSAT
6560 Rock Spring Drive Corporation
Bethesda, MD 20817
HOWARD I. ATKINS Howard I. Atkins serves as an Executive Vice President
and Chief Financial Officer.
ROBERT M. BAYLIS Robert M. Baylis serves as a director. Mr. Baylis is
a former Vice Chairman of CS First Boston, Inc.
GARY G. BENANAV Gary G. Benanav serves as Vice Chairman of the Board.
Mr. Brenanav is Chairman and Chief Executive Officer
of New York Life International, Inc.
FRANK M. BOCCIO Frank M. Boccio serves as Senior Vice President.
JAMES L. BROADHEAD James L. Broadhead serves as a director. Mr.Broadhead
FPL Group, Inc. is Chairman of the Board, President and Chief
700 Universe Boulevard Executive Officer of FPL Group, Inc.
(P.O. Box 14000)
Juno Beach, FL 33408
WILLIAM G. BURNS William G. Burns serves as a director. Mr. Burns is
a former Vice Chairman of NYNEX Corporation.
PATRICIA T. CARBINE Patricia T. Carbine serves as a director. Ms. Carbine
is a co-founder and President of the Ms. Foundation
for Education and Communication, Inc.
JUDITH E. CAMPBELL Judith E. Campbell serves as Senior Vice President
and Chief Information Officer.
JESSIE M. COLGATE Jessie M. Colgate serves as Senior Vice President.
SHEILA K. DAVIDSON Sheila K. Davidson serves as Senior Vice President
and General Counsel
KENT B. FOSTER Kent B. Foster serves as a director and is Chairman,
Ingram Micro, Inc. President and Chief Executive Officer of Ingram
1600 East St. Andrew Pl. Micro, Inc.
Santa Ana, CA 92799
CONRAD K. HARPER Conrad K. Harper serves as a director. Mr. Harper is
Simpson Thacher & Bartlett a partner in the law firm of Simpson Thacher &
425 Lexington Avenue Bartlett
New York, NY 10017-3954
SOLOMON GOLDFINGER Solomon Goldfinger serves as Senior Vice President.
PHILLIP J. HILDEBRAND Phillip J. Hildebrand serves as Executive Vice
President.
RICHARD M. KERNAN, JR. Richard M. Kernan, Jr., serves as a director and is
the Executive Vice President and Chief Investment
Officer.
LESLIE G. MCCRAW, JR. Leslie G. McCraw,Jr. serves as a director. Mr. McCraw
Fluor Corporation is a retired Chairman and Chief Executive Officer
100 Fluor Daniel Drive of Fluor Corporation
Greenville, SC 29607-2762
DAVID W. MITCHELL David W. Mitchell serves as a director. Mr. Mitchell
is a retired Chairman and Chief Executive Officer of
Avon Products, Inc.
RICHARD R. PIVIROTTO Richard R. Pivirotto serves as a director.
Mr. Pivirotto is a retired Chairman of Associated Dry
Goods Corporation.
FREDERICK J. SIEVERT Frederick J. Sievert serves as Vice Chairman of the
Board.
SEYMOUR STERNBERG Seymour Sternberg serves as Chairman of the Board,
President and Chief Executive Officer.
GEORGE J. TRAPP George J. Trapp serves as Executive Vice President
and Secretary.
GARY E. WENDLANDT Gary E. Wendlandt serves as Executive Vice President.
Mr. Wendlandt is Chairman and Chief Executive
Officer of New York Life Asset Management LLC.
Managers and Executive Officers of NYLIFE LLC. Set forth below are the
name, current business address, citizenship and the present principal occupation
or employment of each manager and executive officer of the NYLIFE LLC. The
principal address of NYLIFE LLC. and, unless otherwise indicated below, the
current business address for each individual listed below is 51 Madison Avenue,
New York, New York 10010, U.S.A. Unless otherwise indicated, each such person is
a citizen of the United States. Unless otherwise indicated, each occupation set
forth opposite the individual's name refers to employment with NYLIFE LLC.
Name and Current
Business Address Present Principal Occupation or Employment
----------------- --------------------------------------------
RAVI AKHOURY Ravi Akhoury serves as a manager. Mr. Akhoury
is Chairman and Chief Executive Officer of
MacKay Shields LLC.
HOWARD I. ATKINS Howard I. Atkins serves as a manager. See the
description of Mr. Atkins above.
GARY G. BENANAV Gary G. Benanav serves as a manager. See the
description of Mr. Benanav above.
FRANK M. BOCCIO Frank M. Boccio serves as a manager. See the
description of Mr. Boccio above.
JUDITH E. CAMPBELL Judith E. Campbell serves as a manager. See the
description of Ms. Campbell above.
JESSIE M. COLGATE Jessie M. Colgate serves as a manager. See the
description of Ms. Colgate above.
THOMAS F. FLOURNOY, III Thomas F. Flournoy, III serves as a manager and
is a consultant to NYL.
SOLOMON GOLDFINGER Solomon Goldfinger serves as a manager. See
the description of Mr. Goldfinger above.
PHILLIP J. HILDEBRAND Phillip J. Hildebrand serves as a manager. See
the description of Mr. Hildebrand above.
RICHARD M. KERNAN, JR. Richard M. Kernan, Jr. serves as a manager and
as Chairman. See the description of Mr. Kernan
above.
MELBOURNE NUNES Melbourne Nunes serves as Senior Vice President,
Legal for NYL and NYLife.
ANNE F. POLLACK Anne F. Pollack serves as Senior Vice President,
Individual Operations for NYLife and as Senior
Vice President for NYL.
STEPHEN C. ROUSSIN Stephen C. Roussin serves as Senior Vice
President, Asset Management for NYL and NYLife
Mr. Roussin is President of New York
Life Asset Management LLC.
FREDERICK J. SIEVERT Frederick J. Sievert serves as a manager.
See the description of Mr. Sievert above.
SEYMOUR STERNBERG Seymour Sternberg serves as a manager and as
President. See the description of Mr. Sternberg
above.
GEORGE J. TRAPP George J. Trapp serves as a manager. See the
description of Mr.Trapp above.
GARY R. WENDLANDT Gary E. Wendlandt serves as a manager. See
the description of Mr. Wendlandt above.
Directors and Executive Officers of NYLIFE HealthCare Management, Inc.
Set forth below are the name, current business address, citizenship and the
present principal occupation or employment of each director and executive
officer of the NYLIFE HealthCare Management, Inc. The principal address of
NYLIFE HealthCare Management, Inc. and, unless otherwise indicated below, the
current business address for each individual listed below is 51 Madison Avenue,
New York, New York 10010, U.S.A. Unless otherwise indicated, each such person is
a citizen of the United States. Unless otherwise indicated, each occupation set
forth opposite the individual's name refers to employment with NYLIFE HealthCare
Management, Inc.
Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
------------------- --------------------------------------------------
HOWARD I. ATKINS Howard I. Atkins serves as Executive Vice
President. See the description of Mr. Atkins above.
RICHARD M. KERNAN, JR. Richard M. Kernan, Jr. serves as Executive Vice
President and as a Director. See the description
of Mr. Kernan above.
STEPHEN N. STEINIG Stephen N. Steinig serves as Executive Vice
President. Mr. Steinig also serves as Senior
Vice President and Chief Actuary of NYL.
SEYMOUR STERNBERG Mr. Sternberg serves as Chairman, Chief
Executive Officer and President.
See the description of Mr. Sternberg above.
