Filed by Caremark Rx, Inc.
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as
amended
Subject Company: AdvancePCS
Subject Company Commission File No.: 000-21447
Caremark Rx, Inc. and AdvancePCS have made available the following materials to their employees relating to the proposed business combination:
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What is our |
| • Our success will be gauged by how we look two to three years down the road – we must look like more than just Caremark plus AdvancePCS. We want to go beyond a simple combination of the two companies to position ourselves to be a major health solutions provider. The deal provides the capabilities and financial flexibility to accomplish this goal. |
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When will the |
| • We are not focusing on “who will run what” and we will not make decisions until we get FTC clearance at the earliest. |
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How will the new |
| • As part of the integration process, the integration team will take the lead in assembling facts, understanding our options, evaluating pros and cons, and proposing alternatives for decisions. |
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When will I know |
| • For the majority of Caremark and AdvancePCS employees, life will be unaffected for the foreseeable future. For others, we will communicate a selection process and timing when we get closer to regulatory approval. We do know two things – that we will be committed to getting the best people from both organization into the right jobs in the new company, and we are committed to fairness in those selections. |
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What principles & |
| • First, we will not do anything that is disruptive to customers. We want to sustain, if not increase, our service levels during this transition. Second, we want to do things “the right way”, consistent with our commitment to integrity and compliance. Third, we will be fair, open, and fact-based in all decisions. |
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How will we |
| • The integration teams have been asked to formulate fact-based recommendations to support decisions about the best approach for the new company. In some cases the best approach will be from one of the two companies, whereas in other cases a new approach not found in either company may be required. |
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When will the |
| • We don’t know. The timing will be driven by the pace and depth of regulatory review. We are planning in anticipation of closing in the first or second quarter of 2004, but that is only a guess at this stage. All rumors of closing dates are only rumors since the timing is out of our hands. |
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Parties external to |
| • Tell them no decisions have been made. At the appropriate time, communications to external parties will take place. |
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Who can I ask for |
| • There are Q&A mailboxes set up on e-mail (integration.questions @Caremark.com; integration.questions @AdvancePCS.com). Answers to frequently asked questions will be posted on our respective intranet sites. Please do not ask integration team members for information – all have signed confidentiality agreements and your questions could put them in a difficult position. |
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Where will the |
| • Caremark’s headquarters have moved to Nashville from Birmingham. At present this move affects a limited number of senior people. No decisions have been made with respect to other sites or relocations, but we do expect to be a geographically dispersed organization leveraging the existing AdvancePCS and Caremark sites |
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What will be the |
| • The name of the new company will be Caremark Rx. No decisions have been made about branding underneath the Caremark umbrella. |
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Will we change |
| • We will not make changes in application systems and business processes disruptive to clients. Any potential change will be carefully evaluated for its impact during the integration planning process. |
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As an |
| • As part of the transaction we have committed to maintain existing health and welfare plans for a period of the shorter December 31, 2004, or six months after close. Beyond that, no decisions have been made. |
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
Caremark has filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement/prospectus and other relevant documents in connection with the proposed merger transaction. Investors and security holders of Caremark Rx and AdvancePCS are urged to read the joint proxy statement/prospectus and other relevant materials because they contain important information about Caremark Rx, AdvancePCS and the proposed transaction. Investors and security holders may obtain a free copy of these materials and other documents filed with the SEC at the SEC's website at www.sec.gov. A free copy of the joint proxy statement/prospectus may also be obtained from Caremark Rx, 3000 Galleria Tower, Suite 1000, Birmingham, AL 35244 or AdvancePCS, 750 West John Carpenter Freeway, Suite 1200, Irving, TX 75039.
Caremark Rx, AdvancePCS and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from their respective stockholders with respect to the proposed merger transaction. Information about the directors and executive officers of Caremark Rx and their ownership of Caremark Rx shares is set forth in the proxy statement for Caremark Rx's 2003 annual meeting of stockholders. Information about the directors and executive officers of AdvancePCS and their ownership of AdvancePCS stock is set forth in the AdvancePCS's fiscal 2003 10K-A Amendment No. 2. Investors may obtain additional information regarding the interests of such participants by reading the joint proxy statement/prospectus.