-----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, WBzGkKmaMy8PGAwFKaQlkf0mhaCPB80YuCtbbCWHEXWcMnVV/ikjQPE9P1Vd1Uu2 EvO3KQ5vBDX8ebKWADmx6w== 0001209191-07-035905.txt : 20070607 0001209191-07-035905.hdr.sgml : 20070607 20070607171031 ACCESSION NUMBER: 0001209191-07-035905 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070605 FILED AS OF DATE: 20070607 DATE AS OF CHANGE: 20070607 ISSUER: 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 BUSINESS ADDRESS: STREET 1: ONE EXPRESS WAY CITY: ST LOUIS STATE: MO ZIP: 63121 BUSINESS PHONE: 3149960900 MAIL ADDRESS: STREET 1: ONE EXPRESS WAY CITY: ST LOUIS STATE: MO ZIP: 63121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEW YORK LIFE INSURANCE CO CENTRAL INDEX KEY: 0000071633 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20199 FILM NUMBER: 07907493 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NYLIFE LLC CENTRAL INDEX KEY: 0001270096 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20199 FILM NUMBER: 07907497 BUSINESS ADDRESS: STREET 1: 51 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125765683 MAIL ADDRESS: STREET 1: 51 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 4 1 bny35886_nyl.xml MAIN DOCUMENT DESCRIPTION X0202 4 2007-06-05 0000885721 EXPRESS SCRIPTS INC ESRX 0000071633 NEW YORK LIFE INSURANCE CO 51 MADISON AVENUE NEW YORK NY 10010 0 0 1 0 0001270096 NYLIFE LLC 51 MADISON AVENUE NEW YORK NY 10010 0 0 1 0 Common Stock 11000000 D Common Stock 9000000 I By NYLIFE LLC Contract Common Stock 0 0 I By NYLIFE LLC Contract Common Stock 0 0 D Contract 2007-06-05 4 J 0 0 D Common Stock 0 0 I By NYLIFE LLC On August 16, 2001, NYLIFE LLC ("NYLIFE") entered into a SAILS Mandatorily Exchangeable Securities Contract (the "2001 Contract") with Credit Suisse First Boston International ("CSFBI") and Credit Suisse First Boston Corporation, as agent, relating to the disposition by NYLIFE of up to 9,000,000 shares of common stock of Express Scripts, Inc. ("Common Stock") held by NYLIFE. Specifically, the 2001 Contract obligates NYLIFE to deliver to CSFBI on August 22, 2011 (subject to extension and acceleration) a number of shares of Common Stock equal to the product of the Exchange Rate times 9,000,000 shares, or at NYLIFE's option in lieu of shares, to deliver an amount of cash equal to the Maturity Price (as defined in the 2001 Contract) of the number of shares otherwise deliverable. The Exchange Rate is equal to: (a) if the Maturity Price is less than or equal to $35.135 (the "Threshold Price") but greater than $27.025 (the "Issue Price"), a fraction equal to the Issue Price divided by the Maturity Price; (b) if the Maturity Price is greater than the Threshold Price, a fraction equal to the Issue Price divided by the Threshold Price; and (c) if the Maturity Price is equal to or less than the Issue Price, 1.0, subject in each case to anti-dilution and extraordinary transaction adjustments. NYLIFE received from CSFBI $238,968,562.50 in cash on August 22, 2001, pursuant to the 2001 Contract, representing the Purchase Price under the 2001 Contract, net of certain expenses and fees. On April 28, 2003, New York Life Insurance Company entered into a SAILS Mandatorily Exchangeable Securities Contract (the "2003 Contract") with CSFBI and Credit Suisse First Boston LLC, as agent, relating to the disposition by New York Life Insurance Company of up to 11,000,000 shares of Common Stock held by New York Life Insurance Company. Specifically, the 2003 Contract obligates New York Life Insurance Company to deliver to CSFBI on April 28, 2008 (subject to extension and acceleration) a number of shares of Common Stock equal to the product of the 2003 Exchange Rate times 11,000,000 shares, or at New York Life Insurance Company's option in lieu of shares, to deliver an amount of cash equal to the 2003 Maturity Price (as defined in the 2003 Contract) of the number of shares otherwise deliverable. The 2003 Exchange Rate is equal to: (a) if the 2003 Maturity Price is less than or equal to $33.258 (the "2003 Threshold Price") but greater than $27.715(the "2003 Issue Price"), a fraction equal to the 2003 Issue Price divided by the 2003 Maturity Price; (b) if the 2003 Maturity Price is greater than the 2003 Threshold Price, a ratio equal to one (1) minus a fraction, the numerator of which equals the excess of the 2003 Threshold Price over the 2003 Issue Price and the denominator of which equals the 2003 Maturity Price; and (c) if the 2003 Maturity Price is equal to or less than the 2003 Issue Price, 1.0, subject in each case to anti-dilution and extraordinary transaction adjustments. New York Life Insurance Company received from CSFBI $272,549,310 in cash on May 1, 2003, pursuant to the 2003 Contract, representing the Purchase Price under the 2003 Contract, net of certain expenses and fees. On June 5, 2007 NYLIFE entered into a SAILS Mandatorily Exchangeable Securities Contract (the "2007 Contract") with Credit Suisse International ("CS") and Credit Suisse Securities (USA) LLC, as agent, relating to the disposition by NYLIFE of up to 1,400,000 shares of Common Stock held by NYLIFE for a cash purchase price to be determined pursuant to a formula. The 2007 Contact relates to the same shares as are the subject of the 2001 Contract (see notes 1 and 2), but no shares are deliverable under the 2007 Contract unless the Maturity Price (as defined in the 2001 Contract) exceeds $35.135. Under the 2001 Contract, if the Maturity Price exceeds $35.135, only 6,922,800 shares of Common Stock out of the 9 million shares of Common Stock subject thereto are deliverable; consequently, the maximum number of shares of Common Stock deliverable pursuant to the 2001 Contract and the 2007 Contract is 9 million, subject in each case to anti-dilution and extraordinary transaction adjustment. Specifically, the 2007 Contract obligates NYLIFE to deliver to CS on August 22, 2011 (subject to extension and acceleration) a number of shares of Common Stock equal to the product of the Exchange Rate times 1,400,000 shares, or at NYLIFE's option in lieu of shares, to deliver an amount of cash equal to the Maturity Price (as defined in the 2007 Contract) of the number of shares otherwise deliverable. The Exchange Rate is equal to: (a) if the Maturity Price is less than or equal to $35.135 (the "Upper Threshold"), zero; (b) if the Maturity Price is less than or equal to the New Floor Price but greater than the Upper Threshold, a fraction equal to the excess of the Maturity Price over the Upper Threshold divided by the Maturity Price; (c) if the Maturity Price is less than or equal to the New Cap Price but greater than the New Floor Price, a fraction equal to the excess of the New Floor Price over the Upper Threshold divided by the Maturity Price and (d) if the Maturity Price is greater than the New Cap Price, one minus a fraction equal to the excess of the New Cap Price over the New Floor Price plus the Upper Threshold divided by the Maturity Price, subject in each case to anti-dilution and extraordinary transaction adjustments. The New Floor Price and the New Cap Price are not specified in the 2007 Contract and will be determined on the basis of trading prices of the Common Stock following entry into the 2007 Contract. The cash purchase price payable by CS on August 22, 2011 is equal to the product of 1,400,000 times the excess of the New Floor Price over the Upper Threshold. New York Life Insurance Company, By: /s/ Arthur H. Seter, Senior Vice President and Deputy Chief Investment Officer 2007-06-07 NYLIFE LLC, By: /s/ Sara L. Badler, Senior Vice President and Deputy General Counsel 2007-06-07 -----END PRIVACY-ENHANCED MESSAGE-----