-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FPdzyIiWK/ge67R1OAIX1HHEQuXXKgGdVuf9i3BYflECh5jHkrZHj6897O2PgEZh 5STx273jhhwMrJIapJpTQA== 0000950123-06-001518.txt : 20060210 0000950123-06-001518.hdr.sgml : 20060210 20060210163528 ACCESSION NUMBER: 0000950123-06-001518 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 GROUP MEMBERS: NYLIFE LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXPRESS SCRIPTS INC CENTRAL INDEX KEY: 0000885721 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 431420563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42422 FILM NUMBER: 06599108 BUSINESS ADDRESS: STREET 1: 13900 REIVERPORT DRIVE CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 BUSINESS PHONE: 3147701666 MAIL ADDRESS: STREET 1: 13900 REIVERPORT DRIVE CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK LIFE INSURANCE CO CENTRAL INDEX KEY: 0000071633 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 135582869 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 51 MADISON AVE ROOM 207 STREET 2: ATTN INVESTMENT DEPT VENTURE CAP GROUP CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125766806 MAIL ADDRESS: STREET 1: 51 MADISON AVE ROOM 207 STREET 2: ATTN INVESTMENT DEPT VENTURE CAP GROUP CITY: NEW YORK STATE: NY ZIP: 10010 SC 13G/A 1 y17386sc13gza.txt AMENDMENT NO. 6 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) UNDER THE SECURITIES EXCHANGE ACT OF 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 6)* EXPRESS SCRIPTS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 302182-10-0 (CUSIP Number) N/A (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [x] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 302182-10-0 SCHEDULE 13G PAGE 2 OF 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NEW YORK LIFE INSURANCE COMPANY - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER 5 SOLE VOTING POWER OF SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------------- EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 24,000,460 -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 24,000,460 -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,000,460 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.5% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IC - -------------------------------------------------------------------------------- CUSIP NO. 302182-10-0 SCHEDULE 13G PAGE 3 OF 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NYLIFE LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER 5 SOLE VOTING POWER OF SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------------- EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 9,000,000 -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 9,000,000 -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,000,000 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- Item 1(a). NAME OF ISSUER: Express Scripts, Inc. (the "Issuer") Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 13900 Riverport Drive Maryland Heights, MO 63043 Item 2(a). NAME OF PERSONS FILING: New York Life Insurance Company ("New York Life") and its wholly owned subsidiary, NYLIFE LLC, the successor entity to NYLIFE Inc. ("NYLIFE"). Filing Persons under Schedule 13G (filed on February 17, 1998), as amended by Amendment No. 1 to Schedule 13G (filed on February 9, 1999), Amendment No. 2 to Schedule 13G (filed on February 9, 2001), Amendment No. 3 to Schedule 13G (filed on February 13, 2002), Amendment No. 4 to Schedule 13G (filed on February 14, 2003) and Amendment No. 5 (filed on February 13, 2004). Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The principal business office for each of New York Life and NYLIFE is 51 Madison Avenue, New York, NY 10010. Item 2(c). CITIZENSHIP: New York Life is a New York mutual insurance company and NYLIFE is a Delaware limited liability company. Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share, of the Issuer ("Common Stock"). Item 2(e). CUSIP NUMBER: 302182-10-0 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: a. [ ] Broker or dealer registered under Section 15 of the Act; b. [ ] Bank as defined in Section 3(a)(6) of the Act; c. [ ] Insurance company as defined in Section 3(a)(19) of the Act; d. [ ] Investment company registered under Section 8 of the Investment Company Act of 1940; e. [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) under the Act; f. [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) under the Act; g. [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) under the Act; Page 4 of 7 Pages h. [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; i. [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; j. [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) under the Act. Item 4. OWNERSHIP: Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1. New York Life Insurance Company a. Amount beneficially owned: 24,000,460 b. Percent of class: 16.5% based on 145,633,623 shares outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on October 26, 2005. c. Number of shares as to which such person has: i. Sole power to vote or to direct the vote: 0 ii. Shared power to vote or to direct the vote: 24,000,460 iii. Sole power to dispose or to direct the disposition of: 24,000,460 iv. Shared power to dispose or to direct the disposition of: 0 NYLIFE LLC a. Amount beneficially owned: 9,000,000 b. Percent of class: 6.2% based on 145,633,623 shares outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on October 26, 2005. c. Number of shares as to which such person has: i. Sole power to vote or to direct the vote: 0 ii. Shared power to vote or to direct the vote: 9,000,000 iii. Sole power to dispose or to direct the disposition of: 9,000,000 iv. Shared power to dispose or to direct the disposition of: 0 NYLIFE is the beneficial owner of 9,000,000 shares (the "NYLIFE Shares") of Common Stock, which represents approximately 6.2% of the outstanding shares of Common Stock based on 145,633,623 shares outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on October 26, 2005. New York Life owns the entire limited liability company interest of NYLIFE and, as a result, may be deemed to be the beneficial owner of the NYLIFE Shares. Page 5 of 7 Pages As previously reported, on August 22, 2001, NYLIFE entered into a SAILS Mandatorily Exchangeable Securities Contract with Credit Suisse First Boston International ("CSFBI") relating to the disposition by NYLIFE of up to 9,000,000 shares of Common Stock held by NYLIFE. As previously reported, on April 28, 2003, New York Life entered into a SAILS Mandatorily Exchangeable Securities Contract with CSFBI and Credit Suisse First Boston Corporation, as agent, relating to the disposition by New York Life of up to 11,000,000 shares of Common Stock held by New York Life. The number of shares to be delivered pursuant to these contracts have been adjusted to reflect the two-for-one stock split by the Issuer, which occurred on June 24, 2005. Under a Stockholder and Registration Rights Agreement between the Issuer and New York Life, New York Life has agreed, and agreed to cause each of its subsidiaries, including NYLIFE, to vote all voting securities of the Issuer held by New York Life and its subsidiaries (excluding shares managed for unrelated customers by New York Life or its investment management subsidiaries), in favor of the Issuer's slate of nominees for directors recommended by the Issuer's Board of Directors for election by stockholders of the Issuer (provided that, so long as New York Life is entitled to representation on the Issuer's Board of Directors pursuant to the Stockholder and Registration Rights Agreement, such slate includes New York Life's nominee). Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Not applicable. Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON: Not applicable. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. Item 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable. Item 10. CERTIFICATIONS: Not applicable. Joint Filing Agreement, incorporated by reference to Amendment No. 3 to the Schedule 13G of the registrant filed on February 13, 2002. Page 6 of 7 Pages 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: February 6, 2006 NEW YORK LIFE INSURANCE COMPANY By: /s/ Anne F. Pollack ---------------------------------------- Name: Anne F. Pollack Title: Senior Vice President and Chief Investment Officer NYLIFE LLC By: /s/ Anne F. Pollack ---------------------------------------- Name: Anne F. Pollack Title: Senior Vice President and Chief Investment Officer Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----