================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 2)
PlanetRx.com, Inc.
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(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, Esq.
Senior Vice President and General Counsel
c/o New York Life Insurance Company
51 Madison Avenue
New York, New York 10010
(212) 576-5353
November 30, 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 19 Pages)
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<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 2 of 19 Pages
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This Amendment No. 2 amends and supplements the original Schedule 13D
dated October 13, 1999, as amended by Amendment No. 1, filed June 29, 2000 (the
"Amended Schedule 13D"). All portions of such Amended Schedule 13D remain
correct and are unchanged by this Amendment No. 2 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, 4, and 5 of the Amended Schedule 13D. Except as
specifically provided herein, this Amendment No. 2 does not modify any of the
information previously reported on the Amended Schedule 13D.
<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 3 of 19 Pages
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--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Express Scripts, Inc. 43-1420563
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO (See Item 3 of original Schedule 13D)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER 1,096,248
NUMBER OF (See Item 5)
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 1,096,248
PERSON WITH (See Item 5)
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,096,248
shares of Common Stock (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6%
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14 TYPE OF REPORTING PERSON* CO
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<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 4 of 19 Pages
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--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
YourPharmacy.com,Inc. 43-1842584
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO (See Item 3 of original Schedule 13D)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER 1,096,248
NUMBER OF (See Item 5)
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 1,096,248
PERSON WITH (See Items 5 and 6)
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,096,248
shares of Common Stock (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6%
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14 TYPE OF REPORTING PERSON* CO
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<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 5 of 19 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New York Life Insurance Company 13-5582869
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO (See Item 3 of original Schedule 13D)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7 SOLE VOTING POWER -0-
NUMBER OF (See Items 2 and 5)
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER -0-
PERSON WITH (See Items 2 and 5)
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
shares of Common Stock (See Items 2 and 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
(See Items 2 and 5)
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14 TYPE OF REPORTING PERSON* IC
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<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 6 of 19 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NYLIFE LLC 13-4081725
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO (See Item 3 of original Schedule 13D)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER -0-
NUMBER OF (See Items 2 and 5)
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER -0-
PERSON WITH (See Items 2 and 5)
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
shares of Common Stock (See Items 2 and 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
(See Items 2 and 5)
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14 TYPE OF REPORTING PERSON* OO
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<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 7 of 19 Pages
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This Amendment No. 2 amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission by Express Scripts on October
13, 1999, as amended by Amendment No. 1, filed June 29, 2000 (the "Amended
Schedule 13D"), relating to the shares of common stock, par value $0.001 (the
"Shares"), 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. 2 does not
modify any of the information previously reported on the Amended Schedule 13D.
This Amendment No. 2 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.
(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.
ESI is headquartered in St. Louis, Missouri, and is one of the largest
full-service pharmacy benefit management (PBM) companies in North America. ESI
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. ESI provides these types of services for clients that include health
maintenance organizations (HMOs), health insurers, third-party administrators,
employers and union-sponsored benefit plans.
ESI's PBM services are provided to approximately 41.5 million members
enrolled in health plans sponsored by ESI's clients, excluding members from
United HealthCare Group. ESI delivers its PBM services through networks of more
than 55,000 retail pharmacies, representing more than 99 percent of all U.S.
retail pharmacies and five ESI-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
<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 8 of 19 Pages
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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 Management, Inc., a Delaware corporation ("NYLIFE HealthCare"), which
prior to November 7, 2000, owned 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 had
ten votes per share.
On November 7, 2000, NYLife Healthcare exchanged each outstanding share of
Class B Common Stock for one share of ESI's Class A Common Stock and then
immediately distributed such shares to NYLife, another subsidiary of NYL.
Consequently, as of November 7, 2000, ESI reacquired all of its Class B Common
Stock and currently holds them as treasury shares. Immediately following the
exchange and distribution to NYLife, NYLife completed the sale of 6,900,000
shares of ESI's Class A Common Stock to the public through a secondary offering.
Contemporaneous with this stock offering by NYLife, the Express Scripts
Automatic Exchange Security Trust, a closed-end investment company that is not
affiliated with ESI, sold 3,450,000 investment units to the public. Upon
maturity of the investment units, the Trust may deliver up to 3,450,000 shares
of ESI's Class A Common Stock owned by NYLife to the holders of the investment
units. ESI will not receive any proceeds from the secondary offering or the
offering by the Trust.
As a result of these transactions, as of November 7, 2000, ESI no longer
has any shares of Class B Common Stock outstanding. At September 30, 2000,
NYLife and the holders of Class A Common Stock had control over approximately
86.5% and 13.5%, respectively, of the combined voting power of all classes of
common stock. However, as of November 7, 2000, due to the exchange of Class B
Common Stock for Class A Common Stock and the completion of the secondary
offering described above, NYLife had approximately 21.1% of the voting power of
ESI's Class A Common Stock, which includes the right to vote the 3,450,000 Class
A shares that the Trust may deliver upon exchange of the Trust issued investment
units. NYL and its subsidiaries have agreed to vote any shares of ESI's Class A
Common Stock prior to delivery thereof by the Trust to the holders of the Trust
investment units in the same proportion and to the same effect as the votes cast
by other stockholders at any meeting of stockholders, subject to two exceptions
relating to election of directors and approval of ESI's 2000 Long-Term Inventive
Plan.
NYL, a New York mutual insurance company of which NYLife is a subsidiary,
and ESI are parties to a Stockholder and Registration Rights Agreement dated as
of October 6, 2000 (which became effective on November 7, 2000) entered into in
connection with the stock offering and the Trust offering. The agreement
provides, among other things, that as long as NYL and its non-investment
subsidiaries, in the aggregate, beneficially hold 1,500,000 or more shares of
ESI's Class A common stock (as adjusted for stock splits and similar events),
and such shares constitute 5% or more of ESI's outstanding voting stock, NYL has
the right to designate for nomination a total of two directors to ESI's board of
directors. ESI is required to use the same efforts to cause the election of such
designees to its board of directors as ESI uses with its other nominees for
director. If at any time NYL and its non-investment subsidiaries, in the
aggregate, beneficially hold 1,500,000 or more shares of ESI's Class A common
stock (as adjusted for stock splits and similar events), and such shares
constitute less than 5% of ESI's outstanding voting stock, then the number of
directors NYL shall be permitted to designate to ESI's board of directors shall
be reduced to one. If at any time NYL and its non-investment subsidiaries, in
<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 9 of 19 Pages
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the aggregate, beneficially hold less than 1,500,000 shares of ESI's Class A
common stock (as adjusted for stock splits and similar events), the number of
directors NYL shall be permitted to designate to ESI's board of directors shall
be reduced to zero. If a vacancy occurs with respect to a director which NYL had
the right to designate, and NYL has the right at such time to designate a
director for nomination, NYL is entitled to designate a director to fill the
vacancy. If ESI nominates for election those persons designated by NYL, NYL and
its non-investment subsidiaries that hold shares are required to vote their
shares of voting stock in favor of all directors nominated for such election. In
addition, NYL and its non-investment subsidiaries are required to vote their
shares to approve ESI's 2000 Long-Term Incentive Plan, as approved by ESI's
board of directors. Finally, so long as NYL is entitled to nominate two
directors, ESI has agreed to appoint one of the NYL directors to each standing
committee of ESI's board of directors, except its audit committee. Upon the
consummation of the secondary offering and the Trust offering, all but two of
the directors on ESI's board of directors affiliated with NYL resigned.
The Stockholder and Registration Rights Agreement shall terminate on the
earlier of:
- eight years from the closing of the stock offering or the Trust
offering or
- at such time as NYL and its non-investment subsidiaries, in the
aggregate, beneficially hold less than 1,500,000 shares of ESI's Class
A common stock (as adjusted for stock splits and similar events).
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.
NYLIFE HealthCare was dissolved subsequent to November 7, 2000.
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 4. Purpose of Transaction.
(a) On November 30, 2000, at a special meeting of the stockholders of
PlanetRx, the stockholders approved the issuance of $50 million in PlanetRx's
common stock to Alpha Venture Capital, Inc., a Cook Islands corporation
("Alpha"), pursuant to the terms of a stock purchase agreement signed July 25,
2000. PlanetRx has reported that it expects to issue at least 20% of the number
of Shares of common stock outstanding on July 25, 2000, the majority of which
will be issued at less than the greater of book or market value. Depending on
the number of Shares sold to Alpha and on the extent of resales of the Shares by
Alpha, PlanetRx has reported that Alpha could own a majority of PlanetRx's
outstanding common stock as a result of purchases through the equity line of
credit described below in subsection (e).
(e) In addition, at the special meeting of the stockholders of PlanetRx,
the stockholders approved an amendment to Article IV of PlanetRx's certificate
of incorporation to increase the number of authorized Shares of common stock
from 100 million to 200 million Shares. Adoption of this amendment will permit
PlanetRx to sell approximately 49 million Shares to Alpha in accordance with the
terms of an equity line of credit for $50 million over a 24-month period.
(e) and (g). At the special meeting of the stockholders of PlanetRx, the
stockholders approved the amendment of Article VI of PlanetRx's Certificate of
Incorporation to effect a 1-for-8 reverse stock split. This amendment reduced
the number of issued and outstanding Shares of PlanetRx's common stock by
approximately 7/8, with each eight Shares of common stock formerly outstanding,
referred to as "old common stock," becoming one share of "new common stock." ESI
has been advised that the reverse stock split became effective on December 4,
<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 10 of 19 Pages
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2000. The principal effect of the reverse stock split was to decrease the number
of Shares of common stock outstanding from approximately 51,000,000 Shares to
approximately 6,375,000 Shares. In addition, PlanetRx reported that its board
will take appropriate action to adjust proportionately the number of Shares of
common stock issuable upon the exercise of outstanding options, and to adjust
the related exercise prices, to reflect the reverse stock split. As a result,
ESI has been advised that, following the effective date, the number of Shares of
common stock issuable upon the exercise of outstanding options was reduced from
approximately 5,900,000 Shares to approximately 738,000 Shares.
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 (excluding NYL, NYLife, and NYLIFE HealthCare) currently have beneficial
ownership of 1,096,248 Shares of PlanetRx. This amount constitutes approximately
17.6% of the outstanding Shares, based upon a total of 6,226,220 outstanding
Shares as of December 4, 2000 as represented by PlanetRx to the Reporting
Persons on such date.
The Reporting Persons (excluding NYL, NYLife, and NYLIFE HealthCare) have
the sole power to vote and, except as described 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 (reflecting Shares prior to the reverse stock split). On
October 31, 2000, the Reporting Persons transferred by gift 1,500,000 Shares of
PlanetRx (reflecting Shares prior to the reverse stock split). Except for these
transactions and as set forth in this Item 5, 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) As a result of the transactions described above in Item 2, NYL,
NYLife, and NYLIFE HealthCare no longer believe that they "control" ESI and,
therefore, that they no longer have beneficial ownership of securities held by
ESI, including the Shares of PlanetRx. This Amendment shall serve as the final
amendment of this Schedule 13D for such parties.
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)).
<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 11 of 19 Pages
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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 to Exhibit 7 of
Amendment No. 1 to the original Schedule 13D).
* Incorporated by reference pursuant to confidential treatment request
granted by Securities Exchange Commission.
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: December 11, 2000
EXPRESS SCRIPTS, INC.
By: *
---------------------------------
Name:
Title:
YOURPHARMACY.COM, INC.
By: *
---------------------------------
Name:
Title:
<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 12 of 19 Pages
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NEW YORK LIFE
INSURANCE COMPANY
By: *
--------------------------------
Name:
Title:
NYLIFE LLC
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
<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 13 of 19 Pages
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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
---------------- ------------------------------------------
TERRANCE D. ARNDT Terrence D. Arndt serves as Senior Vice President
of Marketing.
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.
MABEL F. CHEN Mabel F. Chen serves as Senior Vice President and
Director of Site Operations.
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.
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.
<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 14 of 19 Pages
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Name and Current
Business Address Present Principal Occupation or Employment
---------------- ------------------------------------------
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.
NORMAN ZACHARY Norman Zachary serves as a director and is the
retired President of Logica Data Architects, Inc.,
a consulting and software development company.
<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 15 of 19 Pages
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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.
<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 16 of 19 Pages
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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 the former President and Chief Executive
6560 Rock Spring Drive Officer of Comstat Corporation.
Bethesda, MD 20817
HOWARD ATKINS Howard I. Atkins serves as an Executive Vice
President and the 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 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.
FPL Group, Inc. Broadhead is Chairman of the Board, President and
700 Universe Boulevard Chief 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 a Senior Vice
President and the 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
GTE Corporation President and Chief Executive Officer of Ingram
600 Hidden Ridge - EO4G29 Micro, Inc.
Irving, TX 75038
<PAGE>
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CUSIP No. 727049 10 8 Schedule 13D Page 17 of 19 Pages
----------------------- -------------------
Name and Current
Business Address Present Principal Occupation or Employment
---------------- ------------------------------------------
CONRAD K. HARPER Conrad K. Harper serves as a director. Mr. Harper
Simpson Thacher & Bartlett is a partner in the law firm of Simpson Thacher &
425 Lexington Avenue Bartlett.
New York, NY 10017-3954
SOLOMAN 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.
Fluor Corporation McCraw is a retired Chairman and Chief Executive
Greenville, SC 29607-2762 Officer of Fluor Corporation.
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.
<PAGE>
----------------------- -------------------
CUSIP No. 727049 10 8 Schedule 13D Page 18 of 19 Pages
----------------------- -------------------
Directors and Executive Officers of the NYLIFE LLC. 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 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
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
for NYL and NYLife. Mr. Roussin is President of
New York Life Investment Management LLC.
FREDERICK J. SIEVERT Frederick J. Sievert serves as a Director. See the
description of Mr. Sievert above.
<PAGE>
----------------------- -------------------
CUSIP No. 727049 10 8 Schedule 13D Page 19 of 19 Pages
----------------------- -------------------
SEYMOUR STERNBERG Seymour Sternberg serves as a Director and as
President. See the description of Mr. Sternberg
above.
GEORGE J. TRAPP George J. Trapp serves as a Director. See the
description of Mr. Trapp above.
GARY E. WENDLANDT Gary E. Wendlandt serves as a manager. See the
description of Mr. Wendlandt above.
