DE
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63-1151076
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Information to be included in the report
On May 11, 2006, the Company dismissed KPMG LLP ("KPMG") as its independent registered public accounting firm. The decision to dismiss KPMG was approved by the Audit Committee of the Company's Board of Directors.
KPMG's audit reports on the Company's financial statements for the two most recent fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of KPMG on management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2005 and 2004 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's two most recent fiscal years and in the subsequent interim period from January 1, 2006 through May 11, 2006, there were (i) no disagreements between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K. The Company has provided KPMG with a copy of this disclosure and has requested that KPMG furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not KPMG agrees with the above statements. A copy of such letter dated May 17, 2006 from KPMG is filed as Exhibit 16.1 to this Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On May 11, 2006, the Company engaged Ernst & Young LLP ("E&Y") as its new independent registered public accounting firm. The decision to engage E&Y was approved by the Audit Committee of the Company's Board of Directors.
During the Company's two most recent fiscal years and in the subsequent interim period from January 1, 2006 through May 11, 2006, neither the Company nor anyone acting on its behalf consulted with E&Y regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.
Exhibit No. Description
EX-16.1 Letter from KPMG LLP to the Securities and Exchange Commission dated May 17, 2006.
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CAREMARK RX INC
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Date: May 17, 2006
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By:
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/s/ Peter J. Clemens IV
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Peter J. Clemens IV
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Executive Vice President and Chief Financial Officer
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Exhibit No.
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Description
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EX-10.1
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First Amendment to Employment Agreement, effective March 25, 2006, by and between the Company and Rudy Mladenovic.
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EX-16.1
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Letter from KPMG LLP to the Securities and Exchange Commission dated May 17, 2006.
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