-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MPVV9eA8OkuGgsWZaVKLhIZxXfcwo1illliWzHod9npNkuLLA5pn0KmNvLz+1Um+ TBGs9oEoNsuWTd+kUcKQIA== 0000950123-95-002011.txt : 19950721 0000950123-95-002011.hdr.sgml : 19950721 ACCESSION NUMBER: 0000950123-95-002011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950711 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950719 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03305 FILM NUMBER: 95554797 BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084234044 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 8-K 1 MERCK & CO., INC. 1 SECURITIES & 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) July 11, 1995 ----------------------- MERCK & CO., Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-3305 22-1109110 - --------------------------- --------------------------------- (Commission File Number) (IRS Employer Identification No.) One Merck Drive, PO Box 100, Whitehouse Station, NJ 08889-0100 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (908)423-1000 -------------------------- 2 Item 5. Other Events Incorporated by reference are the following press releases issued by the Registrant, attached as Exhibits 99(a) and 99(b), providing information which the Registrant deems of importance to security holders: (a) Press release issued July 11, 1995 concerning the Registrant's announcement of the signing of a definitive agreement to divest its ownership of Medco Behavioral Care Corporation (MBC) to MBC management and Kohlberg Kravis Roberts & Co. (b) Press release issued July 17, 1995 concerning the announcement by Wyeth-Ayerst Laboratories, a division of American Home Products Corporation, and Medco Containment Services, Inc., a subsidiary of the Registrant, of the formation of a joint venture company to develop, market and implement comprehensive disease management and health management programs in several therapeutic categories. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99(a) - Press release issued July 11, 1995. Exhibit 99(b) - Press release issued July 17, 1995. 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. MERCK & CO., Inc. By: /s/ Nancy V. Van Allen ------------------------- Nancy V. Van Allen Assistant Secretary July 19, 1995 3 EXHIBIT INDEX -------------
Exhibit Number Description - ------- ----------- 99(a) Press release issued July 11, 1995. 99(b) Press release issued July 17, 1995.
EX-99.A 2 PRESS RELEASE ISSUED JULY 11, 1995 1 EXHIBIT 99 (A) FOR RELEASE JULY 11, 1995 3:00 PM EDT Contact: Lisa Suennen Medco Behavioral Care Corp. 201-782-5915 Gary Lachow Merck & Co. 908-423-6022 Ruth Pachman Kekst and Company for KKR 212-593-2655 MEDCO BEHAVIORAL CARE CORPORATION (MBC) MANAGEMENT AND KOHLBERG KRAVIS ROBERTS & CO. TO ACQUIRE MBC FROM MERCK & CO. Whitehouse Station, NJ, July 11, 1995 -- Merck & Co., Inc. announced today the signing of a definitive agreement to divest its ownership of Medco Behavioral Care Corporation (MBC) to MBC management and Kohlberg Kravis Roberts & Co. (KKR), for $340 million, of which approximately $315 million will be in cash. MBC is one of the nation's largest managed behavioral healthcare companies, providing behavioral health managed care and employee assistance services to more than 15 million persons across all 50 states. The decision to divest MBC reflects Merck's intention to focus its resources on its core human and animal health business. In 1993, Merck divested Calgon Water Management and, in 1994, Merck sold Calgon Vestal Laboratories and Kelco -- other non-core businesses. Under the agreement, MBC will become an independent, privately-held company in which Merck will retain a small minority ownership interest. "With the expertise of our management and the support of KKR, a leading private investment firm, MBC will have both the flexibility and stability it needs to forge future growth and continue innovation in its products and services," observed Albert S. Waxman, Ph.D., a founder of MBC and its chairman and chief executive officer. "MBC has an outstanding record of growth in an increasingly competitive market," added Waxman. "As we build MBC's future as an independent company, we are committed to -- more -- 2 maintaining the optimal structure to organize, deliver and finance high quality, cost-effective care. Working in partnership with KKR will give us the financial strength and resources to achieve our strategic vision, maintaining the high quality of MBC care while further expanding our business opportunities." "We are extremely pleased to be partnering with MBC," said Henry R. Kravis and George R. Roberts, founding partners of KKR. "Several years ago when we began looking at investment opportunities in the healthcare industry, our goal was to find a company with excellent long-term growth potential, a leadership position in its market, and a top-notch management team. Medco Behavioral Care meets all of these criteria and, in addition, participates in a fast-growing and dynamic specialty area, behavioral health. We look forward to working with Al Waxman, Shannon Kennedy and their entire management team in capitalizing on new business opportunities, expanding the scope of services, and building a strong franchise for the future." Pending regulatory review and other customary closing conditions, the transaction is expected to be finalized within approximately 60 days. "There will be no change in our existing operations," said Waxman. "It will be business as usual for service and financial arrangements with our customers and their covered beneficiaries as well as with providers and facilities that currently have contractual relationships with us," he added. "We remain committed to providing value and high quality services to our customers and enrollees and, as an independent company, we will be even better positioned to keep focused on these core commitments." Noted for innovation in the management of behavioral healthcare, MBC is the nation's first managed behavioral care organization to address all major public and private payer markets, offering a full range of high quality, customized behavioral health managed care and employee assistance programs. MBC has led the industry in developing programs for the public sector, particularly for Medicaid populations. The company is also the industry's foremost provider of "capitated" programs, under which MBC provides comprehensive coverage for fixed premiums and assumes full risk for claims and administrative costs. MBC revenues for the year ending December 31, 1994, were approximately $300 million. Albert S. Waxman, Ph.D., will remain chairman and CEO of the new company. President and COO Shannon R. Kennedy, Ph.D., and all other key MBC executives will remain in their current positions. MBC headquarters will remain in Park Ridge, New Jersey. -- more -- 3 Created in 1993, after the integration of several of the industry's leading managed behavioral healthcare companies, MBC provides customized managed behavioral health and employee assistance programs, through a national network of more than 28,000 staff and network providers and facilities. KKR is a private investment firm with offices in New York, New York and Menlo Park, California. KKR's business is making equity investments for long-term appreciation. Since its founding in 1976, KKR has completed over 40 transactions involving more than $75 billion of total financing. The company's diverse portfolio includes American Reinsurance, Duracell, Owens-Illinois, Borden, Safeway and K-III Communications. Merck & Co. is a leading research-driven pharmaceutical products and services company. Merck discovers, develops, manufactures and markets a broad range of innovative products to improve human and animal health. The Merck-Medco Managed Care Division manages pharmacy benefits for more than 40 million Americans. # # # EX-99.B 3 PRESS RELEASE ISSUED JULY 17, 1995 1 EXHIBIT 99 (B) FOR IMMEDIATE RELEASE Media Contacts: Merck-Medco: Wyeth-Ayerst: Kevin Colgan Audrey Ashby 908-423-4341 610-971-5823 Investor Contacts: Merck & Co., Inc. American Home Products Jim Hinrichs Thomas Cavanagh 908-423-6883 201-660-5706
MEDCO AND WYETH-AYERST FORM JOINT VENTURE TO DEVELOP DISEASE MANAGEMENT PROGRAMS Philadelphia, PA/Montvale, NJ, July 17, 1995 -- Wyeth-Ayerst Laboratories, a division of American Home Products Corporation (NYSE:AHP), and Medco Containment Services, Inc., a subsidiary of Merck & Co., Inc. (NYSE:MRK), today announced the formation of a joint venture company to develop, market and implement comprehensive disease management and health management programs in several therapeutic categories. The venture will initially develop disease management programs for women's health in areas such as prenatal care, menopause, osteoporosis and family planning. Programs will also be developed for other important therapeutic categories such as arthritis and cardiac arrhythmias. "Increasingly, health-care payors and plan sponsors are seeking to integrate pharmaceutical care within the health-care system in order to more effectively manage, monitor, and measure treatment outcomes," said Per Lofberg, President of the Merck-Medco Managed Care Division. "The mission of this new joint venture company will be to meet the need for integrated disease and patient management services in women's health and other therapeutic areas, thereby improving care and reducing overall costs." - more - 2 - 2 - "This joint venture gives us an opportunity to expand our role in the managed care marketplace and meet the evolving needs of today's health-care payors," said Robert Essner, President of Wyeth-Ayerst Laboratories. "We intend to provide significant benefits through programs that appropriately encourage a comprehensive approach to patient care and produce systematic measurements of health outcomes for broad populations, as well as individual patients." All of the venture's programs will be based on the consensus expert medical opinion of an independent medical advisory board. The joint venture will not undertake pharmaceutical product contracting, formulary management or any other traditional pharmaceutical benefit management activities. The joint venture will market disease management programs to employers and managed care organizations, such as health maintenance organizations and preferred provider organizations. Both Medco and Wyeth-Ayerst also will have marketing rights for all programs developed by the joint venture for their managed care and non-managed care customers. Detailed terms of the agreement were not released. An executive committee, comprised of members from both Medco and Wyeth-Ayerst, will be formed to oversee management of the venture. The joint venture will have its own independent staff and will be directed by a chief executive officer who will report to the executive committee. Raymond V. Gilmartin, Merck Chairman and Chief Executive Officer, said, "Wyeth-Ayerst brings outstanding clinical expertise to this joint venture in disease categories such as women's health and arthritis, adding to the fields in which Medco and Merck are already active with programs, such as for cardiovascular and respiratory diseases. This joint venture builds on the success Merck-Medco has achieved over the past 18 months in demonstrating to plan sponsors the value of a coordinated disease - more - 3 - 3 - management approach in optimizing patient care and controlling overall health-care costs." "Medco is an ideal partner for this joint venture based on its unique capabilities to meaningfully influence patient care," said John R. Stafford, Chairman, President and Chief Executive Officer of American Home Products Corporation. "Medco's strengths applied to managing patient care and outcomes for more than 40 million people, combined with Wyeth-Ayerst's unparalleled expertise in many important therapeutic categories, will bring significant benefit to payors, providers and patients." Merck & Co., Inc. is a leading research-driven pharmaceutical products and services company. Merck discovers, develops, manufactures and markets a broad range of innovative products to improve human and animal health. Its Medco subsidiary manages pharmacy benefits for more than 40 million Americans (as of 12/31/94), encouraging the appropriate use of medicines and providing disease management programs. Through these complementary capabilities, Merck works to improve quality of life and lower overall health-care costs. American Home Products Corporation is a world leader in the research, development and marketing of pharmaceuticals and other health care products. It is also a leader in agricultural products, animal health care, and food products. Wyeth-Ayerst is a major research-oriented pharmaceutical company with leading products in the areas of women's health care, cardiovascular and metabolic disease therapies, central nervous system drugs, anti-inflammatory agents, vaccines, infant nutritionals and generic pharmaceuticals. # # # -----END PRIVACY-ENHANCED MESSAGE-----