UNITED STATES
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) August 19, 2003
--------------------------------
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) (I.R.S. 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
------------------------------
Item 2. Acquisition or Disposition of Assets.
On August 19, 2003, Merck & Co., Inc. ("Merck") completed the spin-off of
Medco Health Solutions, Inc. ("Medco Health"), its wholly owned pharmacy benefit
management subsidiary. The spin-off was effected by way of a pro rata dividend
to Merck stockholders. Holders of Merck common stock at the close of business on
August 12, 2003, received a dividend of .1206 shares of Medco Health common
stock for every one share of Merck common stock held on that date. No fractional
shares of Medco Health common stock were issued. Shareholders entitled to a
fractional share of Medco Health common stock in the distribution received the
cash value instead. Based on a letter ruling Merck received from the U.S.
Internal Revenue Service, receipt of Medco Health shares in the distribution
will be tax-free for U.S. federal income tax purposes, but any cash received in
lieu of fractional shares will be taxable.
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information:
Pursuant to paragraph (b)(1) of Item 7 of Form 8-K, Merck is furnishing
pro forma financial information in Exhibit 99, incorporated herein by reference.
(c) Exhibits
Exhibit 99 - Merck unaudited consolidated pro forma financial
statements at and for the six months ended June 30,
2003 and unaudited consolidated pro forma statements
of income for the years ended December 31, 2002,
December 31, 2001 and December 31, 2000.
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.
MERCK & CO., Inc.
Date: September 3, 2003 By: /s/ Debra A. Bollwage
------------------------------------
DEBRA A. BOLLWAGE
Assistant Secretary
EXHIBIT INDEX
Exhibit
Number Description
99 Merck unaudited consolidated pro forma financial statements at
and for the six months ended June 30, 2003 and unaudited
consolidated pro forma statements of income for the years
ended December 31, 2002, December 31, 2001 and December 31,
2000.