-----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, S+BdoegC/dLVuoZoY4z8h0v565KVq8MfWmCD+H+i0OGOQspvRFqnhk71tkQxD7ed ayVcPTpWJFDYzhkVTVDMow== 0000885721-02-000029.txt : 20020813 0000885721-02-000029.hdr.sgml : 20020813 20020813140150 ACCESSION NUMBER: 0000885721-02-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020813 ITEM INFORMATION: Other events ITEM INFORMATION: FILED AS OF DATE: 20020813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXPRESS SCRIPTS INC CENTRAL INDEX KEY: 0000885721 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 431420563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1202 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20199 FILM NUMBER: 02729041 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 8-K 1 aug2002.txt 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: August 13, 2002 Express Scripts, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its Charter) Delaware 0-20199 43-1420563 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (I.R.S. Employer of corporation) Identification No.) 13900 Riverport Drive, Maryland Heights, Missouri 63043 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (314) 770-1666 ---------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On August 6, 2002, Express Scripts received a subpoena duces tecum issued by the Defense Criminal Investigative Service of the Office of Inspector General of the Department of Defense. This subpoena seeks information pertaining to the purchase of Lipitor, a cholesterol-reducing drug, from Parke-Davis, Incorporated, Warner Lambert Company and Pfizer, Inc. for sale to the TRICARE program, a Department of Defense health care program. Express Scripts provides PBM services to TriWest Healthcare Alliance Corp., which has contracted with TRICARE to provide health care services to TRICARE members in certain regions of the United States. The Company has not had any communication with the Department of Defense since the receipt of this subpoena, and has no further information regarding the nature of this specific investigation. The Company will cooperate with the investigation. Item 9. Regulation FD Disclosure On August 13, 2002, the attached certifications pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) were delivered to the Securities and Exchange Commission contemporaneously with the Company's Form 10-Q for the quarter ended June 30, 2002. The certifications are attached as Exhibit 99.1 hereto. In addition, on August 13, 2002, the attached certifications pursuant to SEC Order No. 4-460 (the "Order") were delivered to the Securities and Exchange Commission. Such certifications were in the form attached as Exhibit A to the Order. The certifications are atached as Exhibit 99.2 hereto. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behlaf by the undersigned hereunto duly authorized. EXPRESS SCRIPTS, INC. Date: August 13, 2002 By: /s/ Barrett A. Toan ------------------------------------- Barrett A. Toan Chairman and Chief Executive Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Certifications pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) 99.2 Certifications pursuant to SEC Order No. 4-460 EX-99 3 cert906.txt 906 CERTIFICATIONS EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Express Scripts, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Barrett A. Toan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Barrett A. Toan - ------------------------------ Barrett A. Toan Chief Executive Officer August 13, 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Express Scripts, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, George Paz, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ George Paz - ------------------------------ George Paz Chief Financial Officer August 13, 2002 EX-99 4 cert4-406.txt 4-406 CERTIFICATIONS EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Barrett A. Toan, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Express Scripts, Inc., and, except as corrected or supplemented in a subsequent covered report: o No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report" o Annual Report on Form 10-K, for year ended December 31, 2001, of Express Scripts, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Express Scripts, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Barrett A. Toan _______________________________________ Subscribed and sworn to Name: Barrett A. Toan, Chief Executive Officer before me this 13th day of Date: August 13, 2002 August, 2002. /S/Jacki B. Morris ---------------------------- Notary Public My Commission Expires: 5/31/2005 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, George Paz, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Express Scripts, Inc., and, except as corrected or supplemented in a subsequent covered report: o No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K, for year ended December 31, 2001, of Express Scripts, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Express Scripts, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ George Paz ___________________________________ Subscribed and sworn to Name: George Paz, Chief Financial Officer before me this 13th day of Date: August 13, 2002 August, 2002. /S/Jacki B. Morris -------------------------- Notary Public My Commission Expires: 5/31/2005 -----END PRIVACY-ENHANCED MESSAGE-----