SC 13D/A 1 0001.txt AMENDMENT NO. 2 TO SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 727049 10 8 -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- (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) ================================================================================ ----------------------- ------------------ CUSIP No. 727049 10 8 Schedule 13D Page 2 of 19 Pages ----------------------- ------------------ 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. ----------------------- ------------------ CUSIP No. 727049 10 8 Schedule 13D Page 3 of 19 Pages ----------------------- ------------------ -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Express Scripts, Inc. 43-1420563 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* OO (See Item 3 of original Schedule 13D) -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 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- -------------------------------------------------------------------------------- 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* [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- ----------------------- ------------------ CUSIP No. 727049 10 8 Schedule 13D Page 4 of 19 Pages ----------------------- ------------------ -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) YourPharmacy.com,Inc. 43-1842584 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* OO (See Item 3 of original Schedule 13D) -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 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- -------------------------------------------------------------------------------- 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* [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- ----------------------- ------------------ CUSIP No. 727049 10 8 Schedule 13D Page 5 of 19 Pages ----------------------- ------------------ -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) New York Life Insurance Company 13-5582869 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* OO (See Item 3 of original Schedule 13D) -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK -------------------------------------------------------------------------------- 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- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- shares of Common Stock (See Items 2 and 5) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% (See Items 2 and 5) -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC -------------------------------------------------------------------------------- ----------------------- ------------------ CUSIP No. 727049 10 8 Schedule 13D Page 6 of 19 Pages ----------------------- ------------------ -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NYLIFE LLC 13-4081725 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* OO (See Item 3 of original Schedule 13D) -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 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- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- shares of Common Stock (See Items 2 and 5) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% (See Items 2 and 5) -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO -------------------------------------------------------------------------------- ----------------------- ------------------ CUSIP No. 727049 10 8 Schedule 13D Page 7 of 19 Pages ----------------------- ------------------ 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 ----------------------- ------------------ CUSIP No. 727049 10 8 Schedule 13D Page 8 of 19 Pages ----------------------- ------------------ 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 ----------------------- ------------------ CUSIP No. 727049 10 8 Schedule 13D Page 9 of 19 Pages ----------------------- ------------------ 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, ----------------------- ------------------- CUSIP No. 727049 10 8 Schedule 13D Page 10 of 19 Pages ----------------------- ------------------- 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)). ----------------------- ------------------- CUSIP No. 727049 10 8 Schedule 13D Page 11 of 19 Pages ----------------------- ------------------- 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: ----------------------- ------------------- CUSIP No. 727049 10 8 Schedule 13D Page 12 of 19 Pages ----------------------- ------------------- 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 ----------------------- ------------------- CUSIP No. 727049 10 8 Schedule 13D Page 13 of 19 Pages ----------------------- ------------------- 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. ----------------------- ------------------- CUSIP No. 727049 10 8 Schedule 13D Page 14 of 19 Pages ----------------------- ------------------- 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. ----------------------- ------------------- CUSIP No. 727049 10 8 Schedule 13D Page 15 of 19 Pages ----------------------- ------------------- 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. ----------------------- ------------------- CUSIP No. 727049 10 8 Schedule 13D Page 16 of 19 Pages ----------------------- ------------------- 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 ----------------------- ------------------- 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. ----------------------- ------------------- 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. ----------------------- ------------------- 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.