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: April 26, 2002
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 jurisdiction (Commission File No.) (I.R.S. Employer
of corporation) Identification No.)
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 2. Acquisition or Disposition of Assets
On April 12, 2002, Express Scripts, Inc. ("Express Scripts") completed its
acquisition of National Prescription Administrators, Inc. ("NPA") and related
entities. The transaction was consummated pursuant to the terms of a Stock and
Asset Purchase Agreement dated as of February 5, 2002, as amended (the "Purchase
Agreement"), pursuant to which Express Scripts and certain of its subsidiaries
acquired all of the outstanding capital stock of NPA, Central Fill, Inc., CFI of
New Jersey, Inc. and NPA of New York, IPA, Inc. (collectively, the "Acquired
Entities"), along with certain real estate and equipment (the "Acquired Assets")
utilized in connection with the operations of the Acquired Entities, for a
purchase price consisting of $425 million in cash and 552,285 shares of Express
Scripts' Common Stock. The cash portion of the purchase price is subject to
adjustment based upon the amount of working capital of the Acquired Entities at
closing as per the Purchase Agreement. Express Scripts will file an Internal
Revenue Code ss.338(h)(10) election, making amortization expense of certain
intangible assets, including goodwill, tax deductible.
Each of the Acquired Entities was purchased from Richard O. Ullman and certain
minority shareholders, and the Acquired Assets were purchased from The Ullman
Family Partnership, LP.
Express Scripts used approximately $75 million of its own cash and financed the
remainder of the cash portion of the purchase price through a $25 million
advance under Express Scripts' existing revolving credit facility, originally
syndicated by Credit Suisse First Boston and Bankers Trust Company, and through
a $325 million Term B loan added on to Express Scripts' existing credit facility
syndicated by Credit Suisse First Boston and Salomon Smith Barney. Subsequent to
the closing of the acquisition, Express Scripts borrowed an additional $75
million under the existing revolving credit facility to fund the working capital
requirements of the Acquired Entities. Pursuant to the Purchase Agreement, to
the extent closing date working capital is less than negative $11 million, the
sellers are obligated to reimburse Express Scripts for the deficit.
A copy of the Press Release issued by Express Scripts to announce the completion
of the acquisition is attached as Exhibit 99.1 hereto. A copy of the Stock and
Asset Purchase Agreement is attached as Exhibit 2.1 hereto, and a copy of
Amendment No. 1 to Stock and Asset Purchase Agreement is attached as Exhibit 2.2
hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired. If necessary, the
financial statements set forth under Item 7(a) will be filed by
amendment on or before June 25, 2002.
(b) Pro Forma Financial Information. If necessary, the financial
statements set forth under Item 7(b) will be filed by amendment
on or before June 25, 2002.
(c) The following exhibits are filed as part of this report on Form
8-K:
Exhibit 2.1 Stock and Asset Purchase Agreement dated February 5,
2002 (all Exhibits and Schedules are omitted from this filing,
but will be filed with the Commission supplementally upon
request).
Exhibit 2.2 Amendment No. 1 to Stock and Asset Purchase Agreement
dated April 12, 2002. (all Exhibits and Schedules are omitted
from this filing but will be filed with the Commission
supplementally upon request).
Exhibit 99.1 Press Release, dated April 12, 2002 by Express
Scripts.
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 26, 2002 By: /s/ Barrett A. Toan
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Barrett A. Toan
Chairman and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Stock and Asset Purchase Agreement dated February 5, 2002
(all Exhibits and Schedules are omitted from this filing, but
will be filed with the Commission supplementally upon
request).
2.2 Amendment No. 1 to Stock and Asset Purchase Agreement dated
April 12, 2002. (all Exhibits and Schedules are omitted from
this filing but will be filed with the Commission supplementally
upon request).
99.1 Press release, dated April 12, 2002