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CAREMARK SPIN-OFF TAKES EFFECT WITH STOCK DISTRIBUTION, NYSE TRADING

 NORTHBROOK, Ill., Nov. 30 ~PRNewswire~ -- Caremark International Inc. will spin off from Baxter International Inc. at the close of business today with the dividend distribution of approximately 70 million Caremark shares to Baxter holders of record. The distribution ratio is one share of Caremark stock for every four shares of Baxter stock held. Following the generally tax-free distribution, Caremark will begin trading Dec. 1 as an independent company on the New York Stock Exchange (ticker symbol "CK"). ("When-issued" trading on the exchange took place Nov. 27 and Nov. 30, allowing buyers and sellers to trade Caremark shares before stock certificates were available.)
 Caremark operates most of the former "alternate-site" businesses of Baxter, which provide health-care products and services delivered outside the hospital. These include home intravenous therapies, HIV~AIDS care, women's health programs, hemophilia care, immune therapies, prescription drug services and orthopedic and rehabilitation therapies.
 "With our broad array of services and new business initiatives, Caremark can address the urgent need for more cost-effective, comprehensive care," said C.A. (Lance) Piccolo, Caremark's chairman and chief executive officer. "Our overriding commitment is to contain health-care costs while providing the highest level of service, and no other alternate-site health-care company is better prepared to achieve that objective."
 On June 12, Baxter's board approved in principle Caremark's spin- off, citing increased competitive conflicts between the alternate-site businesses and Baxter's hospital customers. Also cited were the benefits to an independent Caremark of increased competitiveness, greater financial flexibility and the ability to use Caremark stock as an incentive for management to create added value in the business.
 On Oct. 28, Baxter's board of directors declared the dividend distribution of Caremark stock to Baxter holders, subject to receipt of an effectiveness order from the Securities and Exchange Commission (SEC) and a ruling from the Internal Revenue Service (IRS) indicating that the distribution was generally tax-free to shareholders and Baxter. The IRS ruling was received Nov. 25 and the SEC order Nov. 27.
 Caremark is headquartered in Northbrook and employs 6,500 people at 230 facilities, principally in the United States. The company had sales of $1.1 billion and net income of $43 million for the nine months ended Sept. 30, 1992.
 -0- 11~30~92
 ~CONTACT: Les Jacobson, 708-559-4695, or Steve Mazur, 708-559-4696, both for Caremark~
 (CK)


CO: Caremark International Inc.; Baxter International Inc. ST: Illinois IN: HEA SU:

SM -- NY009 -- 4038 11~30~92 09:37 EST
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Publication:PR Newswire
Date:Nov 30, 1992
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