SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: October 25, 2002
Express Scripts, Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as specified in its Charter)
Delaware 0-20199 43-1420563
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of corporation) Identification No.)
13900 Riverport Drive, Maryland Heights, Missouri 63043
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 770-1666
-----------------------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
On October 23, 2002, Express Scripts, Inc. (the "Company") issued a
press release concerning our third quarter 2002 financial performance, for which
we filed a Current Report on Form 8-K, dated October 23, 2002, under Items 5, 7
and 9. During the final preparation and review stages of our Form 10-Q for the
third quarter, we discovered that $23.9 million cash received during the third
quarter, as an initial payment towards the National Prescription Administrators
working capital purchase price adjustment, was included as an increase to cash
flow from operations, as opposed to a reduction in cash used in investing
activities.
A revised Unaudited Condensed Consolidated Statement of Cash Flows is
attached hereto as Exhibit 99.1. This correction has no impact on the cash
balance as of September 30, 2002. In addition, the correction has no impact on
the Balance Sheet or Statement of Operations.
The impact of this correction is to reduce cash from operations for the
three months and nine months ended September 30, 2002 from $115.3 million and
$310.8 million to $91.4 million and $287.0 million, respectively. In addition,
net cash used in investing and financing activities for the three months and
nine months ended September 30, 2002, increased from a negative $121.3 million
and a negative $327.0 million, to a negative $97.4 million and a negative $303.1
million, respectively.
Item 5. Other Events
A revised Unaudited Condensed Consolidated Statement of Cash Flows is
attached hereto as Exhibit 99.1, and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) The following Exhibit is filed as part of this report on Form 8-K:
Exhibit 99.1 Unaudited Condensed Consolidated
Statement of Cash Flows for the nine months ended
September 30, 2002.
Item 9. Regulation FD Disclosure
The following information is furnished pursuant to Regulation FD.
A revised Unaudited Condensed Consolidated Statement of Cash Flows is
attached hereto as Exhibit 99.1.
SIGNATURE
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.
EXPRESS SCRIPTS, INC.
Date: October 25, 2002 By: /s/ Barrett A. Toan
------------------------------------
Barrett A. Toan
Chairman and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Revised Unaudited Condensed Consolidated Statement of Cash Flows
for the nine months ended September 30, 2002.