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): February 24, 2007
CAREMARK RX, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-14200 | 63-1151076 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 211 Commerce Street, Suite 800, Nashville, Tennessee |
37201 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (615) 743-6600
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 (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 - Other Events
| Item 8.01 | Other Events |
Attached hereto as Exhibit 99.1 and incorporated herein by reference is a press release issued by Caremark Rx, Inc. (“Caremark” or the “Registrant”) on February 24, 2007.
Attached hereto as Exhibit 99.2 and incorporated herein by reference is a letter, dated February 26, 2007, sent by Caremark to its stockholders.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | ||
| 99.1 | Press release dated February 24, 2007. | |
| 99.2 | Letter, dated February 26, 2007, to Caremark stockholders. | |
SIGNATURES
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.
| CAREMARK RX, INC. | ||||
| Date: February 26, 2007 | By: | /s/ Peter J. Clemens IV | ||
| Name: | Peter J. Clemens IV | |||
| Title: | Executive Vice President and Chief Financial Officer | |||