8-K

UNITED STATES
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 (Date of earliest event reported): January 16, 2007

EXPRESS SCRIPTS, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE (State or Other Jurisdiction of Incorporation)	0-20199 (Commission File Number)	43-1420563 (I.R.S. Employer Identification No.)
13900 Riverport Drive Maryland Heights, MO (Address of Principal Executive Offices)		63043 (Zip Code)

Registrant’s telephone number including area code: (314) 770-1666

No change since last report
(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
EX-99.1: PRESS RELEASE

Item 8.01. Other Events.

     On January 16, 2007, Express Scripts, Inc., issued a press release. This press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

99.1 Express Scripts, Inc. press release, dated January 16, 2007.

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
	By:	/s/ Tom Boudreau
		Name:	Thomas M. Boudreau
		Title:	Senior Vice President and General Counsel
Dated: January 17, 2007

Exhibit Index

Exhibit No.	Exhibit
99.1	Express Scripts, Inc. press release, dated January 16, 2007.

EX-99.1

FOR IMMEDIATE RELEASE

Investor Contacts:	Media Contacts:
Edward Stiften, Chief Financial Officer	Steve Littlejohn, Vice President, Public Affairs
David Myers, Vice President, Investor Relations	(314) 702-7556
(314) 702-7173
	Joele Frank / Steve Frankel
	Joele Frank, Wilkinson Brimmer Katcher
	(212) 355-4449

Express Scripts Comments on CVS-Caremark Announcement

The Express Scripts Offer for Caremark Remains Superior

St. Louis, January 16, 2007 — Express Scripts, Inc. (Nasdaq: ESRX) today issued the following statement in response to the announcement by Caremark Rx, Inc., (NYSE: CMX) and CVS Corporation (NYSE: CVS).

The Express Scripts offer for Caremark remains superior. Express Scripts noted that the recent steps taken by Caremark and CVS are no more than a desperate attempt to save a flawed transaction:

• Illusory Dividend — The one-time dividend with its face value of $2.00 represents merely $1.09 per share to Caremark stockholders because Caremark stockholders are financing 45.5% of the payment due to their proposed ownership in the combined company.

• A New Week, A New Synergy Number — With more than a year of discussions preceding their agreement, this is the third set of synergy estimates from CVS and Caremark in the same number of weeks. This time, CVS and Caremark have discovered alleged revenue synergies with unknown, if any, profitability.

• Insignificant Cash to Caremark Stockholders — The illusory, paltry dividend provides only token cash to Caremark stockholders. We note that the Express Scripts transaction offers certainty of value, given that 50% of the consideration will be given to Caremark stockholders in cash.

• Still a Vertical Transaction with its Inherent Destruction of Value — This “adjustment” by CVS and Caremark does nothing to change the history that vertical transactions destroy value.

• Finally, the End of the “Merger of Equals” Fairy Tale — This one speaks for itself and demonstrates the inadequacy of the consideration that Caremark stockholders would receive if acquired by CVS — and why Caremark stockholders should vote against the inferior CVS—Caremark transaction.

The advantages of an Express Scripts—Caremark combination are strategically and financially compelling. The data is clear — horizontal PBM transactions create significant value; vertical PBM transactions destroy value. Our synergy estimates are sound and based on identifiable and clearly achievable opportunities. In addition, the free cash flow we’ll generate with Caremark will rapidly pay down debt to historical levels and provide additional capital for investment in our business and maintain the flexibility to repurchase significant levels of the Company’s stock.

Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Express Scripts, and Citigroup Corporate and Investment Banking and Credit Suisse are acting as financial advisors. MacKenzie Partners, Inc. is acting as proxy advisor to Express Scripts.

Safe Harbor Statement

This press release contains forward-looking statements, including, but not limited to, statements related to the Company’s plans, objectives, expectations (financial and otherwise) or intentions. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements include but are not limited to:

• uncertainties associated with our acquisitions, which include integration risks and costs, uncertainties associated with client retention and repricing of client contracts, and uncertainties associated with the operations of acquired businesses

• costs and uncertainties of adverse results in litigation, including a number of pending class action cases that challenge certain of our business practices

• investigations of certain PBM practices and pharmaceutical pricing, marketing and distribution practices currently being conducted by the U.S. Attorney offices in Philadelphia and Boston, and by other regulatory agencies including the Department of Labor, and various state attorneys general

• changes in average wholesale prices (“AWP”), which could reduce prices and margins, including the impact of a proposed settlement in a class action case involving First DataBank, an AWP reporting service

• uncertainties regarding the implementation of the Medicare Part D prescription drug benefit, including the financial impact to us to the extent that we participate in the program on a risk-bearing basis, uncertainties of client or member losses to other providers under Medicare Part D, and increased regulatory risk

• uncertainties associated with U.S. Centers for Medicare & Medicaid’s (“CMS”) implementation of the Medicare Part B Competitive Acquisition Program (“CAP”), including the potential loss of clients/revenues to providers choosing to participate in the CAP

• our ability to maintain growth rates, or to control operating or capital costs

• continued pressure on margins resulting from client demands for lower prices, enhanced service offerings and/or higher service levels, and the possible termination of, or unfavorable modification to, contracts with key clients or providers

• competition in the PBM and specialty pharmacy industries, and our ability to consummate contract negotiations with prospective clients, as well as competition from new competitors offering services that may in whole or in part replace services that we now provide to our customers

• results in regulatory matters, the adoption of new legislation or regulations (including increased costs associated with compliance with new laws and regulations), more aggressive enforcement of existing legislation or regulations, or a change in the interpretation of existing legislation or regulations

• increased compliance relating to our contracts with the DoD TRICARE Management Activity and various state governments and agencies

• the possible loss, or adverse modification of the terms, of relationships with pharmaceutical manufacturers, or changes in pricing, discount or other practices of pharmaceutical manufacturers or interruption of the supply of any pharmaceutical products

• the possible loss, or adverse modification of the terms, of contracts with pharmacies in our retail pharmacy network

• the use and protection of the intellectual property we use in our business

• our leverage and debt service obligations, including the effect of certain covenants in our borrowing agreements

• our ability to continue to develop new products, services and delivery channels

• general developments in the health care industry, including the impact of increases in health care costs, changes in drug utilization and cost patterns and introductions of new drugs

• increase in credit risk relative to our clients due to adverse economic trends

• our ability to attract and retain qualified personnel

• other risks described from time to time in our filings with the SEC

Risks and uncertainties relating to the proposed transaction that may impact forward-looking statements include but are not limited to:

• Express Scripts and Caremark may not enter into any definitive agreement with respect to the proposed transaction

• required regulatory approvals may not be obtained in a timely manner, if at all

• the proposed transaction may not be consummated

• the anticipated benefits of the proposed transaction may not be realized

• the integration of Caremark’s operations with Express Scripts may be materially delayed or may be more costly or difficult than expected

• the proposed transaction would materially increase leverage and debt service obligations, including the effect of certain covenants in any new borrowing agreements.

We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Important Information

Express Scripts has filed a preliminary proxy statement in connection with Caremark’s special meeting of stockholders at which the Caremark stockholders will consider the CVS Merger Agreement and matters in connection therewith. Express Scripts stockholders are strongly advised to read that preliminary proxy statement and the accompanying form of GOLD proxy card, as they contain important information. Express Scripts also intends to file a proxy statement in connection with Caremark’s annual meeting of stockholders at which the Caremark stockholders will vote on the election of directors to the board of directors of Caremark. Express Scripts stockholders are strongly advised to read this proxy statement and the accompanying proxy card when they become available, as each will contain important information. Stockholders may obtain each proxy statement, proxy card and any amendments or supplements thereto which are or will be filed with the Securities and Exchange Commission (“SEC”) free of charge at the SEC’s website (www.sec.gov) or by directing a request to MacKenzie Partners, Inc., at 800-322-2885 or by email at expressscripts@mackenziepartners.com.

In addition, this material is not a substitute for the prospectus/offer to exchange and registration statement that Express Scripts has filed with the SEC regarding its exchange offer for all of the outstanding shares of common stock of Caremark. Investors and security holders are urged to read these documents, all other applicable documents, and any amendments or supplements thereto when they becomes available, because each contains or will contain important information. Such documents are or will be available free of charge at the SEC’s website (www.sec.gov) or by

directing a request to MacKenzie Partners, Inc., at 800-322-2885 or by email at expressscripts@mackenziepartners.com.

Express Scripts and its directors, executive officers and other employees may be deemed to be participants in any solicitation of Express Scripts or Caremark shareholders in connection with the proposed transaction. Information about Express Scripts’ directors and executive officers is available in Express Scripts’ proxy statement, dated April 18, 2006, filed in connection with its 2006 annual meeting of stockholders. Additional information about the interests of potential participants will be included in any proxy statement filed in connection with the proposed transaction or regarding Caremark’s special meeting to approve the proposed merger with CVS. We have also filed additional information regarding our solicitation of stockholders with respect to Caremark’s annual meeting on a Schedule 14A pursuant to Rule 14a—12 on January 9, 2007.

About Express Scripts

Express Scripts, Inc. is one of the largest PBM companies in North America, providing PBM services to over 50 million members. Express Scripts serves thousands of client groups, including managed-care organizations, insurance carriers, employers, third-party administrators, public sector, and union-sponsored benefit plans.

Express Scripts provides integrated PBM services, including network-pharmacy claims processing, home delivery services, benefit-design consultation, drug-utilization review, formulary management, disease management, and medical- and drug-data analysis services. The Company also distributes a full range of injectable and infusion biopharmaceutical products directly to patients or their physicians, and provides extensive cost-management and patient-care services.

Express Scripts is headquartered in St. Louis, Missouri. More information can be found at www.express—scripts.com, which includes expanded investor information and resources.

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