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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

|  |  |                                                                                                                              
|- |  | -----------------------------------------------------------------------------------------------------------------------------
|X |  | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31,
2001
| 
| 
| 
| 
| 
| 
| 
| 
|  |  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934                                     

Commission File Number: 0-21447

AdvancePCS
(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 75-2493381                          
|(State or other jurisdiction of incorporation of organization) |  | (I.R.S. employer Identification No.)

|                                            |  |           
|------------------------------------------- |  | ----------
|5215 North O'Connor, Suite 1600, Irving, TX |  | 75039     
|(Address of principal executive offices)    |  | (Zip Code)

Registrants telephone number, including area code: (469) 420-6000

Securities registered pursuant to Section 12(b) of the Act:



|                    |  |                                         
|------------------- |  | ----------------------------------------
|Title of each class |  | Name of each exchangeon which registered
|                    |  |                                         
|None                |  | None                                    

Securities registered pursuant to Section 12(g) of the Act:

Class A common stock, $0.01 par value
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.



|Yes (BALLOT BOX WITH X) | No (OPEN BALLOT BOX)
|----------------------- | --------------------

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (OPEN BALLOT BOX)

The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the closing sale price of the Class A common stock
on July 25, 2001 as reported on the Nasdaq National Market, was approximately
$1,828,299,030.

As of July 25, 2001, the registrant had (1) 33,578,139 shares of Class A
common stock, $.01 par value, outstanding, (2) 3,185,917 shares of Class B-1
common stock, $.01 par value, outstanding and (3) 100 shares of Class B-2
common stock, $.01 par value, outstanding.



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TABLE OF CONTENTS



|                                      |                                                                          |  |  |  |  |  |  | 
|------------------------------------- | ------------------------------------------------------------------------ |  |  |  |  |  |  | 
|                                      | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT             
|                                      | ITEM 11. EXECUTIVE COMPENSATION                                         
|                                      | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
|                                      | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 
|                                      | ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
|SIGNATURES                           
|EX-10.1 Consulting Agreement         
|EX-10.2 Consulting Services Agreement



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##### Table of Contents



This Form 10-K/A, along with the previously filed Annual Report on Form
10-K, includes forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. We have based these forward-looking statements on our current
expectations and projections about future events. Statements that are
predictive in nature, that depend upon or refer to future events or conditions
or that include words such as expects, anticipates, intends, plans,
believes, estimates, thinks, and similar expressions are forward-looking
statements. These statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results and performance to be
materially different from any future results or performance expressed or
implied by these forward-looking statements. These factors include, among
other things, those matters discussed under the caption Risk Factors in the
previously filed Annual Report on Form 10-K, as well as the following:



| |  |  | general economic and business conditions;                                                                     
| | - |  | --------------------------------------------------------------------------------------------------------------
|
| |  |  | demographic changes;                                                                                          
|
| |  |  | new governmental regulations and changes in, or the failure
to comply with existing, governmental regulations;
|
| |  |  | legislative proposals that impact our industry or the way we do business;                                     
|
| |  |  | changes in our industry;                                                                                      
|
| |  |  | changes in Medicare and Medicaid payment levels;                                                              
|
| |  |  | liability and other claims asserted against us;                                                               
|
| |  |  | integration of PCS Holding Corporation, or PCS, and realization of synergies;                                 
|
| |  |  | competition; and                                                                                              
|
| |  |  | our ability to attract and retain qualified personnel.                                                        

Although we believe that these statements are based upon reasonable
assumptions, we can give no assurance that our goals will be achieved. Given
these uncertainties, prospective investors are cautioned not to place undue
reliance on these forward-looking statements. These forward-looking statements
are made as of the date of this Form 10-K/A, as amended. We assume no
obligation to update or revise them or provide reasons why actual results may
differ.

The undersigned registrant hereby amends and restates the information
required by Items 10, 11, 12, 13 and 14(c) of Part III of the previously filed
Annual Report on Form 10-K for the year ended March 31, 2001.

2



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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The Board of Directors of AdvancePCS currently consists of ten directors.
The following table sets forth certain information with respect to the
directors of AdvancePCS:

|                   |  |     |    |  |          |                        |  |                |  |           |             |  |            |  |  | 
|------------------ |  | --- | -- |  | -------- | ---------------------- |  | -------------- |  | --------- | ----------- |  | ---------- |  |  | 
|                   |  |     |    |  |          |                        |  |                |  | Served as |             |  | Director's | 
|Name               |  | Age |    |  | Position |                        |  | Director Since |  |           | Term Ending | 
|                   |  |     |    |  |          |                        |  |                |  |           |             | 
|David D. Halbert   |  |     | 45 |  |          | Chairman of the Board  |  |                |  | 1986      |             |  | 2001       | 
|                  
|                  
|                  
|                  
|                   |  |     |    |  |          | and Chief Executive    | 
|                  
|                  
|                  
|                  
|                   |  |     |    |  |          | Officer                | 
|                  
|                  
|                  
|                  
|Jon S. Halbert     |  |     | 41 |  |          | Vice Chairman and      |  |                |  | 1988      |             |  | 2001       | 
|                  
|                  
|                  
|                  
|                   |  |     |    |  |          | Head of e-Business     | 
|                  
|                  
|                  
|                  
|                   |  |     |    |  |          | and Technology and     | 
|                  
|                  
|                  
|                  
|                   |  |     |    |  |          | Director               | 
|                  
|                  
|                  
|                  
|David A. George    |  |     | 45 |  |          | President and Director |  |                |  | 1998      |             |  | 2003       | 
|                  
|                  
|                  
|                  
|Ramsey A. Frank    |  |     | 40 |  |          | Director               |  |                |  | 2000      |             |  | 2002      
|                  
|                  
|                  
|                  
|Stephen L. Green   |  |     | 50 |  |          | Director               |  |                |  | 1993      |             |  | 2002       | 
|                  
|                  
|                  
|                  
|David R. Jessick   |  |     | 47 |  |          | Director               |  |                |  | 2000      |             |  | 2002       | 
|                  
|                  
|                  
|                  
|Paul S. Levy       |  |     | 53 |  |          | Director               |  |                |  | 2000      |             |  | 2001       | 
|                  
|                  
|                  
|                  
|Robert G. Miller   |  |     | 57 |  |          | Director               |  |                |  | 2000      |             |  | 2001       | 
|                  
|                  
|                  
|                  
|Jean-Pierre Millon |  |     | 50 |  |          | Director               |  |                |  | 2000      |             |  | 2003       | 
|                  
|                  
|                  
|                  
|Michael D. Ware    |  |     | 55 |  |          | Director               |  |                |  | 1993      |             |  | 2002       | 

David D. Halbertfounded AdvancePCS in 1986 and has continuously served as
our Chairman of the Board and Chief Executive Officer. Prior to founding
AdvancePCS, Mr. Halbert served as an executive officer for several
organizations engaged in various healthcare, as well as non-healthcare, related
industries. David D. Halbert is the brother of Jon S. Halbert.

Jon S. Halbertjoined AdvancePCS in January 1988 and has continuously
served as a director and as an executive officer of AdvancePCS since that date.
Mr. Halbert currently serves as our Vice Chairman, e-Business and Technology.
Before joining AdvancePCS, Mr. Halbert served as an executive officer and/or
director for several organizations engaged in various health care, as well as
non-health care, related industries. Mr. Halbert also worked as a registered
representative of the National Association of Securities Dealers for Bear,
Stearns & Co. Jon S. Halbert is the brother of David D. Halbert.

David A. Georgehas served as a director of AdvancePCS since November 1998
and has served as an executive officer of AdvancePCS since March 1999. Mr.
George currently serves as our President. From October 1995 to November 1998,
Mr. George served as executive vice president of United HealthCare Corporation.
Before United HealthCare, Mr. George was executive vice president of
MetraHealth Corporation, also known as MetraHealth, from December 1994 to
October 1995. MetraHealth merged with United HealthCare Corporation in October
1995. Prior to joining MetraHealth, Mr. George was president of Southern Group
Operations for The Prudential Healthcare System.

Ramsey A. Frankhas served as a director of AdvancePCS since October 2000.
Mr. Frank is a senior managing director of Joseph Littlejohn & Levy, Inc.,
which he joined in 1999. From 1993 to 1999, Mr. Frank was a managing director
of Donaldson, Lufkin & Jenrette, where he headed the restructuring group and
was a senior member of the leveraged finance group. Mr. Frank also serves as a
director of IASIS Healthcare Corporation.

Stephen L. Greenhas served as a director of AdvancePCS since June 1993.
Mr. Green currently serves as a general partner of Canaan Partners, a venture
capital firm. Prior to joining Canaan Partners in November 1991, Mr. Green
served as managing director in GE Capitals Corporate Finance Group for more
than five years. Mr. Green currently serves on the board of directors of Suiza Foods Corporation.

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David R. Jessickhas served as a director of AdvancePCS since October
2000. Mr. Jessick has been senior executive vice president and chief
administrative officer of Rite Aid since December 5, 1999. From 1997 to July
1999, Mr. Jessick served as executive vice president of finance and investor
relations of Fred Meyer, Inc. From 1979 to 1997, Mr. Jessick held several
senior management positions at Thrifty PayLess Holdings, Inc., a west
coast-based drugstore chain which had annual sales of $5.0 billion before being
acquired by Rite Aid in 1996. Mr. Jessick was executive vice president and
chief financial officer of Thrifty PayLess Holdings, Inc. before Thrifty
PayLess was acquired by Rite Aid.

Paul S. Levyhas served as a director of AdvancePCS since October 2000.
Mr. Levy is a senior managing director of Joseph Littlejohn & Levy, Inc., which
he founded in 1988. Mr. Levy serves as a director of several companies,
including IASIS Healthcare Corporation, Motor Coach Industries International
Inc., Hayes Lemmerz International Inc., Builders FirstSource, Inc., Fairfield
Manufacturing Company, Inc. and New World Pasta Company.

Robert G. Millerhas served as a director of AdvancePCS since October
2000. Mr. Miller has been chairman and chief executive officer and a director
of Rite Aid Corporation since December 5, 1999. Previously, Mr. Miller served
as vice chairman and chief operating officer of The Kroger Company, a retail
food company. Mr. Miller joined Kroger in May 1999. From 1991 until May 1999,
he served as chief executive officer of Fred Meyer, Inc. Mr. Miller is a
director of Pathmark Stores, Inc., Scottish Power plc and Harrahs
Entertainment, Inc.

Jean-Pierre Millonhas served as a director of AdvancePCS since October
2000. Since October 2, 2000, Mr. Millon has served as a consultant to
AdvancePCS. Mr. Millon joined PCS Health Systems, Inc. in 1995, where he
served as its president and chief executive officer from June 1996 to September
2000. Prior to joining PCS Health Systems, Mr. Millon served as an executive
and held several leadership positions with Eli Lilly and Company, the former
parent company of PCS Health Systems, Inc.

Michael D. Warehas served as a director of AdvancePCS since July 1993.
Mr. Ware is a co-founder of Advance Capital Markets, Inc., a private investment
firm, and has served as its managing director since January 1989. Prior to
founding Advance Capital Markets, Inc., Mr. Ware was the president of Reliance
Energy Services, Inc.

Executive Officers

Set forth below is a table identifying the executive officers of
AdvancePCS who are not directors of AdvancePCS:

|                             |  |     |    |  |          |                                                       
|---------------------------- |  | --- | -- |  | -------- | ------------------------------------------------------
|Name                         |  | Age |    |  | Position
|                             |  |     |    |  |         
|T. Danny Phillips            |  |     | 42 |  |          | Chief Financial Officer and Executive Vice President  
|                            
|                            
|                            
|                            
|Joseph J. Filipek, Jr., P.D. |  |     | 46 |  |          | Executive Vice President, Client Services             
|                            
|                            
|                            
|                            
|Susan S. de Mars             |  |     | 41 |  |          | Senior Vice President and General Counsel             
|                            
|                            
|                            
|                            
|Jeffrey G. Sanders           |  |     | 43 |  |          | Senior Vice President, Strategic Initiatives          
|                            
|                            
|                            
|                            
|Laura I. Johansen            |  |     | 36 |  |          | Senior Vice President, Corporate Affairs and Secretary
|                            
|                            
|                            
|                            
|Andrew C. Garling, M.D.      |  |     | 56 |  |          | Senior Vice President, Clinical Operations            
|                            
|                            
|                            
|                            
|Rudy Mladenovic              |  |     | 43 |  |          | Senior Vice President, Trade Relations                
|                            
|                            
|                            
|                            
|John H. Sattler, R.Ph.       |  |     | 49 |  |          | Senior Vice President, Sales                          

T.   Danny Phillipsjoined AdvancePCS in February 1992 and currently serves
as our Chief Financial Officer and Executive Vice President. Prior to joining
AdvancePCS, Mr. Phillips served as chief financial officer of Aloha Petroleum,
Ltd., a retail gasoline company, from April 1991 to February 1992.

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Joseph J. Filipek, Jr., P.D.joined AdvancePCS in December 1993 and
currently serves as our Executive Vice President, Client Services. Prior to
joining AdvancePCS, Dr. Filipek founded Advance Paradigm Clinical Services,
Inc., which was acquired by us in 1993 from BlueCross BlueShield of Maryland,
Inc.

Susan S. de Marsjoined AdvancePCS in October 2000 upon our acquisition of
PCS Holding Corporation, or PCS, and currently serves as our Senior Vice
President and General Counsel. Ms. de Mars joined PCS in 1995 as assistant
general counsel and served as its general counsel from January 1999 to October
2000.

Jeffrey G. Sandersjoined AdvancePCS in October 2000 upon our acquisition
of PCS and currently serves as our Senior Vice President, Strategic
Initiatives. Before joining PCS in 1993, Mr. Sanders served three years as
director of the Office Of Legislation and Policy of the Health Care Financing
Administration in Washington, D.C. Mr. Sanders also held positions with the
United States Budget Committee and the Office of Management and Budget.

Laura I. Johansenjoined AdvancePCS in February 1995 and currently serves
as our Senior Vice President, Corporate Affairs and Secretary. Ms. Johansen
served as our Senior Vice President, General Counsel from February 1995 until
August 1999 and as our Senior Vice President, Office of the CEO from August
1999 until October 2000. Prior to joining AdvancePCS, Ms. Johansen served as
an attorney in the corporate/securities section of Akin, Gump, Strauss, Hauer &
Feld, L.L.P.

Andrew C. Garling, M.D.joined AdvancePCS in August 1999 and currently
serves as our Senior Vice President, Clinical Operations. Prior to joining
AdvancePCS, from 1997 to 1999, Dr. Garling served as chief medical officer and
senior vice president of the Payor Solutions Group at McKesson HBOC. From 1995
to 1997, Dr. Garling served as vice president and chief medical officer of
Advanced Health Inc., a physician practice management company. Prior to 1995,
Dr. Garling served as chief information officer of the Southern Group
Operations of Prudential Healthcare Systems Inc.

Rudy Mladenovicjoined AdvancePCS in December 1999 and currently serves as
our Senior Vice President, Trade Relations. Prior to joining AdvancePCS, Mr.
Mladenovic served as the executive director of Anthem BlueCross BlueShield
Midwest, a four million member division of Anthem, Inc. Prior to joining
Anthem BlueCross BlueShield Midwest, he was the vice president and executive
director of Anthem Prescription Management, Inc., a wholly owned subsidiary of
Anthem, Inc. From 1993 to 1995, he served as vice president sales for Athena
of North America, Inc., and Acordia Health Industry Services, Inc., each a
wholly owned subsidiary of Anthem, Inc.

John H. Sattler, R.Ph., joined AdvancePCS in 1994 and serves as our Senior
Vice President, Sales. Prior to joining AdvancePCS, Mr. Sattler served as vice
president, sales and marketing for Health Care Pharmacy Providers, Inc. from
September 1992 to November 1994. Prior to 1992, he served as manager of Third
Party Marketing for American Drug Stores, Inc.

The executive officers named above were elected to serve in such
capacities until their respective successors have been duly elected and have
been qualified or until their earlier death, disqualification, retirement,
resignation or removal from office.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires AdvancePCSs
directors and executive officers, and persons who own more than 10% of
AdvancePCSs Class A common stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Class A common stock and other equity securities of AdvancePCS. Officers,
directors and greater than 10% stockholders are required by SEC regulations to
furnish AdvancePCS with copies of all Section 16(a) reports they file. To
AdvancePCSs knowledge and based solely on review of the copies of such reports
furnished to AdvancePCS during the period commencing April 1, 2000 and ending
March 31, 2001, its officers, directors and greater than 10% stockholders
had complied with all applicable Section 16(a) filing requirements, except for
a late filing of a Form 4 for a transaction in March 2001 with respect to Jon
S. Halbert.

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ITEM 11. EXECUTIVE COMPENSATION

Amounts and prices related to shares of Class A common stock have been
adjusted to give effect to a two-for-one stock split of the Class A common
stock, effected in the form of a stock dividend paid on November 30, 1999. The
following table sets forth information with respect to the compensation paid or
awarded by AdvancePCS to its chief executive officer and the four most highly
compensated executive officers whose cash compensation exceeded $100,000 (the
Named Executives) for services rendered in all capacities for fiscal years
2001, 2000 and 1999.

Summary Compensation Table

|                             |  |  |      |      |  |            |                     |         |           |            |         |             |           |           |              |  |   |   |  |  | 
|---------------------------- |  |  | ---- | ---- |  | ---------- | ------------------- | ------- | --------- | ---------- | ------- | ----------- | --------- | --------- | ------------ |  | - | - |  |  | 
|                             |  |  |      |      |  |            |                     |         |           |            |         |             |           |           | Long-Term    | 
|                             |  |  |      |      |  |            |                     |         |           |            |         |             |           |           | Compensation | 
|                             |  |  |      |      |  |            |                     |         |           |            |         |             |           |           | Awards       | 
|                             |  |  |      |      |  |            |                     |         |           |            |         |             |           |           |              | 
|                             |  |  |      |      |  |            | Annual Compensation |         |           | Securities |        
|                             |  |  |      |      |  |            |                     |         |           | Underlying |         |             | All Other |          
|Name and Office              |  |  | Year |      |  | Salary ($) |                     |         | Bonus ($) |            |         | Options (#) |           |           | Compensation | 
|                             |  |  |      |      |  |            |                     |         |           |            |         |             |           |           |              | 
|David D. Halbert             |  |  | 2001 |      |  | $          | 740,385             |         |           | $          | 740,385 |             |           | 1,000,000 |              |  |  |  
|                            
|                            
|                            
|                            
|Chairman of the Board and    |  |  |      | 2000 |  |            |                     | 501,923 |           |            |         | 482,692     |           |           | 150,000      |  |   |  | 
|                            
|                            
|                            
|                            
|Chief Executive Officer      |  |  |      | 1999 |  |            |                     | 383,333 |           |            |         | 383,333     |           |           | 150,000      |  |   |  | 
|                            
|Jon S. Halbert               |  |  | 2001 |      |  |            | 418,192             |         |           |            | 302,212 |             |           | 250,000   |              |  |  |  
|                            
|                            
|                            
|                            
|Vice Chairman and Head of    |  |  |      | 2000 |  |            |                     | 352,692 |           |            |         | 175,000     |           |           | 100,000      |  |   |  | 
|                            
|                            
|                            
|                            
|e-Business and Technology    |  |  |      | 1999 |  |            |                     | 266,667 |           |            |         | 186,667     |           |           | 100,000      |  |   |  | 
|                            
|David A. George (1)          |  |  | 2001 |      |  |            | 431,731             |         |           |            | 302,212 |             |           | 250,000   |              |  |  |  
|                            
|                            
|                            
|                            
|President                    |  |  |      | 2000 |  |            |                     | 262,199 |           |            |         | 175,000     |           |           | 100,000      |  |   |  | 
|                            
|                            
|                            
|                            
|                             |  |  | 1999 |      |  |            | 9,615               |         |           |            | 14,583  |             |           | 150,000   |              |  |  |  
|                            
|T. Danny Phillips            |  |  | 2001 |      |  |            | 286,058             |         |           |            | 171,635 |             |           | 100,000   |              |  |  |  
|                            
|                            
|                            
|                            
|Executive Vice President and |  |  |      | 2000 |  |            |                     | 258,076 |           |            |         | 149,077     |           |           | 80,000       |  |   |  | 
|                            
|                            
|                            
|                            
|Chief Financial Officer      |  |  |      | 1999 |  |            |                     | 196,667 |           |            |         | 118,000     |           |           | 80,000       |  |   |  | 
|                            
|Joseph J. Filipek, Jr.       |  |  | 2001 |      |  |            | 244,423             |         |           |            | 122,211 |             |           | 50,000    |              |  |  |  
|                            
|                            
|                            
|                            
|Executive Vice President,    |  |  |      | 2000 |  |            |                     | 231,223 |           |            |         | 107,115     |           |           | 25,000       |  |   |  | 
|                            
|                            
|                            
|                            
|Client Services              |  |  |      | 1999 |  |            |                     | 199,277 |           |            |         | 95,439      |           |           | 80,000       |  |   |  | 



---

|(1) |  | Mr. George joined AdvancePCS in March 1999.
|--- |  | -------------------------------------------

The following table sets forth information regarding the stock option
grants made by AdvancePCS to the Named Executives during fiscal year 2001. In
addition, in accordance with the regulations of the Securities and Exchange
Commission, hypothetical gains or option spreads that would exist for the
respective options are shown. These gains are based on assumed rates of annual
stock price appreciation of 5% and 10% from the date the options were granted.

6



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Option Grants In Last Fiscal Year

|                       |  |            |           |     |            |            |      |             |  |  |            |  |  |       |                |                  |                  |                      |            |  |  |   |            | 
|---------------------- |  | ---------- | --------- | --- | ---------- | ---------- | ---- | ----------- |  |  | ---------- |  |  | ----- | -------------- | ---------------- | ---------------- | -------------------- | ---------- |  |  | - | ---------- | 
|                       |  |            |           |     |            |            |      |             |  |  |            |  |  |       |                |                  |                  | Potential Realizable |           
|                       |  |            |           |     |            | Percent of |      |             |  |  |            |  |  |       |                |                  | Value at Assumed |                     
|                       |  |            |           |     |            | Total      |      |             |  |  |            |  |  |       |                |                  | Annual Rates of  |                     
|                       |  | Number of  |           |     | Options    |            |      |             |  |  |            |  |  |       |                | Stock Price      |                 
|                       |  | Securities |           |     | Granted to |            |      |             |  |  |            |  |  |       |                | Appreciation For |                 
|                       |  | Underlying |           |     | Employees  |            |      | Exercise of |  |  |            |  |  |       | Option Term(2) |                 
|                       |  | Options    |           |     | in Fiscal  |            |      | Base Price  |  |  | Expiration |  |  |       |               
|Name                   |  | Granted(1) |           |     | Year       |            |      | ($/Sh)      |  |  | Date       |  |  | 5%($) |                |                  | 10%($)           |                     
|                       |  |            |           |     |            |            |      |             |  |  |            |  |  |       |                |                  |                  |                     
|David D. Halbert       |  |            | 1,000,000 | (3) |            |            | 27.3 | %           |  |  | $20.00     |  |  |       | 7/11/10        |                  |                  | $                    | 12,580,000 |  |  | $ | 31,870,000 | 
|                      
|                      
|                      
|                      
|Jon S. Halbert         |  |            | 250,000   | (4) |            |            | 6.8  |             |  |  | 20.00      |  |  |       | 7/11/10        |                  |                  |                      | 3,145,000  |  |  |   | 7,967,500  | 
|                      
|                      
|                      
|                      
|David A. George        |  |            | 250,000   | (4) |            |            | 6.8  |             |  |  | 20.00      |  |  |       | 7/11/10        |                  |                  |                      | 3,145,000  |  |  |   | 7,967,500  | 
|                      
|                      
|                      
|                      
|T. Danny Phillips      |  |            | 100,000   | (4) |            |            | 2.7  |             |  |  | 20.00      |  |  |       | 7/11/10        |                  |                  |                      | 1,258,000  |  |  |   | 3,187,000  | 
|                      
|                      
|                      
|                      
|Joseph J. Filipek, Jr. |  |            | 40,000    | (4) |            |            | 1.1  |             |  |  | 31.17      |  |  |       | 10/2/10        |                  |                  |                      | 784,000    |  |  |   | 1,987,200  | 
|                      
|                      
|                      
|                      
|                       |  |            | 10,000    | (5) |            |            | .3   |             |  |  | 34.25      |  |  |       | 1/18/02        |                  |                  |                      | 215,400    |  |  |   | 545,900    | 



---

|(1) |  | The options reflected in this table were all granted under the AdvancePCS
Amended and Restated Incentive Stock Option Plan. The date of grant is 10
years prior to the expiration date listed.                                                                                                                                                                                                  
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | These amounts represent only certain assumed rates of appreciation based
on the grant date value in accordance with the Securities and Exchange
Commissions executive compensation rules. Actual gains, if any, on stock
option exercises will depend on future performance of the Class A common
stock. No assurance can be given that the values reflected in these
columns will be achieved.
|   
|(3) |  | The options vest and become exercisable in cumulative installments of
one-fourth of the number of shares of Class A common stock upon the first
four anniversaries of the date of grant so long as the officer remains an
employee of AdvancePCS or its affiliates on such anniversaries.                                                                                                       
|   
|(4) |  | The options vest and become exercisable in cumulative installments of
one-fifth of the number of shares of Class A common stock upon the first
five anniversaries of the date of grant so long as the officer remains an
employee of AdvancePCS or its affiliates on such anniversaries.                                                                                                        
|   
|(5) |  | The options were granted on January 11, 2001 and all vest on the first
anniversary of the date of grant so long as the officer remains an
employee of AdvancePCS or its affiliates on such anniversary.                                                                                                                                                                                         

The following table summarizes pertinent information concerning the number
and value of any options held by the Named Executives at March 31, 2001.

Aggregated Option Exercises in the Last Fiscal Year
and Fiscal Year-End Option Values

|                       |  |                    |         |  |              |   |            |             |  |                                 |                   |  |                         |                 |           |  |                   |  |             |  |  |  |             | 
|---------------------- |  | ------------------ | ------- |  | ------------ | - | ---------- | ----------- |  | ------------------------------- | ----------------- |  | ----------------------- | --------------- | --------- |  | ----------------- |  | ----------- |  |  |  | ----------- | 
|                       |  |                    |         |  |              |   |            |             |  | Number of Securities Underlying |                   |  | Value of Unexercised    |                
|                       |  |                    |         |  |              |   |            |             |  | Unexercised Options at          |                   |  | In-the-Money Options at |                
|                       |  |                    |         |  |              |   |            |             |  | Fiscal Year-End (#)             |                   |  | Fiscal Year-End ($)     |                
|                       |  |                    |         |  |              |   |            |             |  |                                 |                   |  |                         |                
|                       |  | Shares Acquired on |         |  | Value        |  
|Name                   |  | Exercise (#)       |         |  | Realized ($) |   |            | Exercisable |  |                                 | Unexercisable (1) |  |                         | Exercisable (2) |           |  | Unexercisable (2) | 
|                       |  |                    |         |  |              |   |            |             |  |                                 |                   |  |                         |                 |           |  |                   | 
|David D. Halbert       |  |                    | 153,496 |  |              | $ | 5,226,378  |             |  |                                 | 591,500           |  |                         |                 | 1,235,000 |  |                   |  | $29,285,589 |  |  |  | $43,343,735 | 
|                      
|                      
|                      
|                      
|Jon S. Halbert         |  |                    | 223,500 |  |              |   | 10,076,771 |             |  |                                 | 537,000           |  |                         |                 | 415,000   |  |                   |  | 26,847,742  |  |  |  | 15,033,040  | 
|                      
|                      
|                      
|                      
|David A. George        |  |                    |        |  |              |   |           |             |  |                                 | 100,000           |  |                         |                 | 400,000   |  |                   |  | 3,670,700   |  |  |  | 13,985,300  | 
|                      
|                      
|                      
|                      
|T. Danny Phillips      |  |                    |        |  |              |   |           |             |  |                                 | 192,000           |  |                         |                 | 223,500   |  |                   |  | 9,100,552   |  |  |  | 8,176,821   | 
|                      
|                      
|                      
|                      
|Joseph J. Filipek, Jr. |  |                    | 167,500 |  |              |   | 5,673,875  |             |  |                                 | 37,000            |  |                         |                 | 133,000   |  |                   |  | 1,444,492   |  |  |  | 4,482,178   | 

7



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##### Table of Contents





---

|(1) |  | Upon the consummation of a sale of substantially all of the Class A
common stock or assets of AdvancePCS or a merger in which AdvancePCS is
not the surviving corporation, the options will vest immediately prior to
such transaction.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The value of the options is based upon the difference between the March
31, 2001 market value of $54.27 per share and the exercise price.                                                                                              

Employment Agreements

Effective as of July 11, 2000, AdvancePCS entered into a three-year
employment agreement with Mr. David D. Halbert to serve as Chairman of the
Board and Chief Executive Officer of AdvancePCS. Mr. D. Halbert is entitled to
receive an annual base salary of not less than $1 million, subject to an
increase based on an annual performance bonus. In addition, the employment
agreement grants options for one million shares of AdvancePCS Class A common
stock, which vest over four years. In the event that a change of control
occurs with respect to AdvancePCS, Mr. D. Halbert is entitled to an aggregate
amount of three times his combined then annual salary and target bonus, and all
shares or options previously awarded that have not vested automatically become
fully vested and exercisable. Further, the employment agreement contains
confidentiality, noncompetition and nonsolicitation provisions effective during
the term of the employment and for two years after employment has terminated.

Effective as of October 2, 2000, AdvancePCS entered into three-year
employment agreements with the following individuals: (i) Mr. J. Halbert to
serve as Vice Chairman and Head of e-Business and Technology and Director; (ii)
Mr. George to serve as President and Director; (iii) Mr. Phillips to serve as
Chief Financial Officer and Executive Vice President; (iv) Mr. Filipek, Jr. to
serve as Executive Vice President, Client Management; (v) Ms. de Mars to serve
as Senior Vice President and General Counsel; (vi) Mr. Sanders to serve as
Senior Vice President, Strategic Initiatives; (vii) Ms. Johansen to serve as
Senior Vice President, Corporate Affairs and Secretary; (viii) Mr. Garling to
serve as Senior Vice President, Clinical Operations; (ix) Mr. Mladenovic to
serve as Senior Vice President, Trade Relations; and (x) Mr. Sattler to serve
as Senior Vice President, Sales. Each of the employment agreements provides
that the employee shall receive his/her base salary, respectively, plus grants
of incentive stock options to purchase shares of AdvancePCS Class A common
stock. Additionally, each of the employees is entitled to participate in any
bonus or benefit plans of AdvancePCS. Further, the employment agreements
contain confidentiality, noncompetition and nonsolicitation provisions
effective during the term of the employment and for one to two years after
employment has terminated.

Stock Option Plans

Amended and Restated Incentive Stock Option Plan.   On July 30, 1993, the
Board of Directors and the stockholders of AdvancePCS adopted the Amended and
Restated 1993 Incentive Stock Option Plan, also referred to as the Incentive
Plan, which provides for the grant of qualified stock options to officers and
key employees of AdvancePCS. The purpose of the Incentive Plan is to assist
AdvancePCS in attracting and retaining key employees. A total of 9,718,000
shares of Class A common stock has been reserved for issuance under the
Incentive Plan. As of July 25, 2001, 338,066 shares of Class A common stock
remained available for future grants under the Incentive Plan. The options
granted under the Incentive Plan are incentive stock options within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended, or the Code.

In connection with the merger of Advance Health Care, Inc. with and into
AdvancePCS, the Incentive Plan was amended to increase the number of shares
reserved for issuance thereunder to 3,719,000 and the Advance Health Care
incentive stock option plan was merged with and into the Incentive Plan.
Holders of options under the Advance Health Care incentive stock option plan
received options to purchase Class A common stock under the Incentive Plan. On
October 29, 1998, the stockholders of AdvancePCS approved an amendment to the
Incentive Plan, which amendment increased the number of shares reserved for
issuance under the Incentive Plan to 4,718,000. On November 10, 1999, the
stockholders of AdvancePCS approved an amendment to the Incentive Plan, which
amendment increased the number of shares reserved for issuance under the
Incentive Plan to
6,718,000. Further,

8



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##### Table of Contents



effective December 7, 2000, the Incentive Plan was amended
to increase the number of shares reserved for issuance to 9,718,000.

The Incentive Plan is administered by the Compensation Committee of the
Board of Directors, which is comprised of directors who are not participants in
the Incentive Plan. Subject to the provisions of the Incentive Plan, the
Compensation Committee has the authority to administer the Incentive Plan and
determine, among other things, the interpretation of any provision of the
Incentive Plan, the eligible employees who are to be granted stock options, the
number of shares that may be issued and the option exercise price. In no event
will options be granted at prices less than the fair market value of the Class
A common stock on the date of grant. No option can be granted for a term of
more than ten years.

Options granted under the Incentive Plan are not transferable other than
by will or under the laws of descent and distribution, and are exercisable
during the lifetime of the optionee or his guardian or legal representative.
Upon termination of the optionees employment with AdvancePCS, the period of
time during which the stock options are exercisable is restricted to 90 days.
The Board of Directors has the right to amend, suspend or terminate the
Incentive Plan at any time, but no such action can affect or impair the rights
of any optionee under any options granted prior to such action. Certain
amendments must be approved by the holders of Class A common stock.

Advance Clinical Plan.   On December 1, 1993, in connection with an
acquisition, the Board of Directors of AdvancePCS adopted a second incentive
stock option plan entitled the Advance Clinical Plan, the terms and provisions
of which are identical to those of the Incentive Plan. A total of 357,500
shares of Class A common stock were reserved for issuance under this second
incentive stock option plan, all of which were issued to employees at the time
of the acquisition.

Amended and Restated 1997 Nonstatutory Stock Option Plan. On May 1, 1997,
the Board of Directors and the stockholders of AdvancePCS adopted the Amended
and Restated 1997 Nonstatutory Stock Option Plan, also referred to as the
Nonstatutory Plan, which provides for the grant of stock options to directors,
officers, consultants, advisors and employees of AdvancePCS. The purpose of
the Nonstatutory Plan is to advance the interests of AdvancePCS by encouraging
stock ownership on the part of certain directors, officers, consultants,
advisors and employees, by enabling AdvancePCS to secure and retain the
services of highly qualified persons, and by providing such persons with an
additional incentive to advance the success of AdvancePCS. A total of 600,000
shares of Class A common stock has been reserved for issuance under the
Nonstatutory Plan. As of July 25, 2001, options to purchase 479,090 shares of
Class A common stock have been granted thereunder.

The Nonstatutory Plan is administered by the Compensation Committee of the
Board of Directors. Subject to the provisions of the Nonstatutory Plan, the
Compensation Committee has the authority to administer the Nonstatutory Plan
and determine, among other things, the interpretation of any provision of the
Nonstatutory Plan, the eligible employees who are to be granted stock options
and the number of shares which may be issued. Except as otherwise provided in
an optionees Nonstatutory Stock Option Agreement, the exercise price for each
option share will be determined by the Compensation Committee. No option can
be granted for a term of more than ten years.

Options granted under the Nonstatutory Plan may be transferred by the
optionee, provided that there is no consideration for such transfer, the
optionee remains responsible for employment tax and other withholding taxes
associated with the exercise of the options, the optionee notifies AdvancePCS
in writing that such transfer has occurred and AdvancePCS approves the transfer
documents (which approval will not be unreasonably withheld). Upon termination
of the optionees service relationship with AdvancePCS as a result of
disability or death, the period of time during which the stock options are
exercisable by the optionee or his/her estate is restricted to 12 months.
However, if the optionees service relationship with AdvancePCS is terminated
for any other reason, the period of time during which the stock options are
exercisable is restricted to 90 days. The Board of Directors has the right to
alter, amend, suspend or discontinue the Nonstatutory Plan, or alter or amend
any and all option agreements granted thereunder.

9



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##### Table of Contents



Incentive Compensation Plan

Key employees of AdvancePCS who were employed by Advance Paradigm, Inc.
prior to the acquisition are eligible to receive annual incentive-based bonus
payments if AdvancePCS meets or exceeds certain predetermined annual
performance goals. The bonuses payable under this incentive compensation plan
are based on a percentage of each participating employees salary. One-half of
the bonus is payable upon AdvancePCS meeting the predetermined performance
goals, with the other one-half subject to the satisfaction of certain
performance goals as determined by management for such individual participant.

Employees of AdvancePCS who were employed by PCS prior to the acquisition
are eligible to receive annual incentive-based bonus payments if AdvancePCS
meets or exceeds certain predetermined annual performance goals. The bonuses
that are payable under this incentive compensation plan are based on the
employees position within AdvancePCS as well as AdvancePCSs performance in
relation to certain predetermined annual financial goals.

Corporate Officer Incentive Plan

We have established a corporate officer incentive plan intended to
motivate key executives to achieve the Companys objectives through incentive
cash awards based upon performance goals. The amount of compensation awarded
under this plan depends on the organizational performance of the Company. A
cash bonus of a percentage of base salary will be paid to each participant for
each fiscal year in which the performance goals set by the Compensation
Committee are met.

401(k) Plan

AdvancePCS has established a tax-qualified employee savings and retirement
plan, the AdvancePCS Employee Savings Plan, also referred to as the 401(k)
Plan. The 401(k) Plan is a defined contribution plan which allows employees to
contribute from 1-17% of their salary on a before-tax basis. AdvancePCS
matches the employee contributions on a schedule, ranging from $.60-$1.20 of
the first six percent of pay, based on the employees years of service. The
401(k) Plan contains various investment options, including AdvancePCS Class A
common stock. Participants may access their account daily via an 800 number,
participant services representatives or a web site. For the fiscal year ended
March 31, 2001, AdvancePCS contributed an aggregate of $2,671,250 to the 401(k)
Plan.

Compensation of Directors

Each non-officer director received $2,000 per meeting attended and $1,000
per committee meeting attended during the year ended March 31, 2001.
AdvancePCS reimburses directors for out-of-pocket expenses incurred in
connection with attending board and committee meetings. Directors are eligible
to receive nonstatutory stock options under AdvancePCSs Nonstatutory Plan.
See Executive Compensation  Stock Option Plans for a description of such
plan.

Compensation Committee Interlocks and Inside Participation

In fiscal year 2001, decisions with respect to the compensation of
AdvancePCSs executive officers and other employees were made by a Compensation
Committee consisting of Dr. Rogers K. Coleman and Messrs. Green and Ware. Dr.
Coleman resigned from the board of directors effective July 31, 2000.
Subsequent to Dr. Colemans resignation and the acquisition of PCS, the
Compensation Committee consisted of Messrs. Green, Ware, Miller and Frank.
None of the members of the Compensation Committee is an officer of AdvancePCS.




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of the Class A common stock of AdvancePCS as of July 1, 2001 with
respect to (i) each person known by AdvancePCS to own beneficially more than
five percent of AdvancePCSs Class A common stock; (ii) each of AdvancePCSs
directors and Named

10



---



##### Table of Contents



Executives; and (iii) all directors and executive officers as a group.
Pursuant to the rules of the Securities and Exchange Commission, in calculating
percentage ownership, each person is deemed to beneficially own his own shares
subject to options exercisable within 60 days after July 1, 2001, but options
owned by others (even if exercisable within 60 days) are deemed not to be
outstanding shares.

|                                                                      |                                         |  |                      |  |  |            |      |   | 
|--------------------------------------------------------------------- | --------------------------------------- |  | -------------------- |  |  | ---------- | ---- | - | 
|                                                                      |                                         |  | Beneficial Ownership | 
|                                                                      |                                         |  |                      | 
|                                                                      |                                         |  | Number               |  |  | Percentage |     
|                                                                      |                                         |  |                      |  |  |            |     
|Joseph Littlejohn & Levy Fund III, L.P.
and certain JLL investors (1) |                                         |  | 7,500,000            |  |  |            | 18.7 | %
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | 450 Lexington Ave., Suite 350          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | New York, NY 10017                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|FMR Corp. (2)                                                         |                                         |  | 1,707,100            |  |  |            | 5.2  |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | 82 Devonshire Street
Boston, MA 02109  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Credit Suisse Asset Management, LLC (3)                               |                                         |  | 1,541,008            |  |  |            | 4.7  |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | 466 Lexington Avenue
New York, NY 10017
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|David D. Halbert (4)                                                  |                                         |  | 1,696,351            |  |  |            | 5.1  |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | 5215 N. OConnor Boulevard, Suite 1600 
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                      | Irving, TX 75039                       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Jon S. Halbert (5)                                                    |                                         |  | 990,614              |  |  |            | 3.0  |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|David A. George (6)                                                   |                                         |  | 153,000              |  |  |            | *    |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|T. Danny Phillips (7)                                                 |                                         |  | 273,000              |  |  |            | *    |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Joseph J. Filipek, Jr. (8)                                            |                                         |  | 53,000               |  |  |            | *    |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Stephen L. Green (9)                                                  |                                         |  | 40,000               |  |  |            | *    |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Michael D. Ware (10)                                                  |                                         |  | 55,000               |  |  |            | *    |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Jean-Pierre Millon(11)                                                |                                         |  | 5,000                |  |  |            | *    |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Paul S. Levy (12)                                                     |                                         |  | 7,500,000            |  |  |            | 18.7 |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Ramsey A. Frank (13)                                                  |                                         |  | 7,500,000            |  |  |            | 18.7 |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Robert G. Miller (14)                                                 |                                         |  | 5,000                |  |  |            | *    |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|David R. Jessick (15)                                                 |                                         |  | 5,000                |  |  |            | *    |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|All directors and executive officers
as a group (18 persons) (16)     |                                         |  | 10,908,644           |  |  |            | 25.9 |  



---

|*   |  | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Consists of 4,207,300 shares of Class A common stock issuable upon
conversion of 4,207,300 shares of Class B-1 common stock and 3,292,700
shares of Class A common stock issuable upon conversion of 3,292,700
shares of Class B-1 common stock issuable upon conversion of 65,854 shares
of Series A-1 preferred stock.                                                                                                                    
|   
|(2) |  | Based upon information filed by FMR Corp. with the Securities and
Exchange Commission on Schedule 13G on February 14, 2001.                                                                                                                                                                                                                                                                                                                 
|   
|(3) |  | Based upon information filed by Credit Suisse Asset Management, LLC with
the Securities and Exchange Commission on Schedule 13G on February 8,
2001.                                                                                                                                                                                                                                                                                        
|   
|(4) |  | Includes 871,500 shares issuable pursuant to options which are
exercisable within 60 days of July 1, 2001. Includes 39,184 shares held
by Halbert & Associates, Inc. David D. Halbert may be deemed to
beneficially own all of the shares held by Halbert & Associates, Inc.
Also includes 63,792 shares of common stock held for the benefit of Mr. D.
Halberts minor children, as to which Mr. D. Halbert disclaims beneficial
ownership.
|   
|(5) |  | Includes 607,000 shares issuable pursuant to options which are
exercisable within 60 days of July 1, 2001. Includes 39,184 shares held
by Halbert & Associates, Inc. Jon S. Halbert may be deemed to
beneficially own all of the shares held by Halbert & Associates, Inc.
Also includes 60,726 shares of common stock held for the benefit of Mr. J.
Halberts minor children, as to which Mr. J. Halbert disclaims beneficial
ownership.  
|   
|(6) |  | Includes 150,000 shares issuable pursuant to options exercisable within
60 days of July 1, 2001.                                                                                                                                                                                                                                                                                                                                            
|   
|(7) |  | Includes 228,000 shares issuable pursuant to options exercisable within
60 days of July 1, 2001. Also includes 7,500 shares held for the benefit
of Mr. Phillips minor children.                                                                                                                                                                                                                                                           

11



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##### Table of Contents





|(8)  |  | Includes 53,000 shares issuable pursuant to options exercisable within 60
days of July 1, 2001.                                                                                                                                                                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(9)  |  | Includes 40,000 shares issuable pursuant to options exercisable within 60
days of July 1, 2001.                                                                                                                                                                                                                                                                                                                 
|    
|(10) |  | Includes 40,000 shares issuable pursuant to options exercisable within 60
days of July 1, 2001.                                                                                                                                                                                                                                                                                                                 
|    
|(11) |  | Consists of 2,800 shares of Class A common stock issuable upon conversion
of 2,800 shares of Class B-1 common stock and 2,200 shares of Class A
common stock issuable upon conversion of 2,200 shares of Class B-1 common
stock issuable upon conversion of 44 shares of Series A-1 preferred stock.                                                                                                            
|    
|(12) |  | Mr. Levy may be deemed to share beneficial ownership of the shares owned
of record by JLL by virtue of his status as a managing member of the
general partner of JLL. Mr. Levy shares investment and voting power along
with the other managing members with respect to securities owned by JLL,
but disclaims beneficial ownership of such securities except to the extent
of his pecuniary interest therein.  
|    
|(13) |  | Mr. Frank may be deemed to share beneficial ownership of the shares owned
of record by JLL by virtue of his status as a managing member of the
general partner of JLL. Mr. Frank shares investment and voting power
along with the other managing members with respect to securities owned by
JLL, but disclaims beneficial ownership of such securities except to the
extent of his pecuniary interest therein.
|    
|(14) |  | Consists of 2,800 shares of Class A common stock issuable upon conversion
of 2,800 shares of Class B-1 common stock and 2,200 shares of Class A
common stock issuable upon conversion of 2,200 shares of Class B-1 common
stock issuable upon conversion of 44 shares of Series A-1 preferred stock.                                                                                                            
|    
|(15) |  | Consists of 2,800 shares of Class A common stock issuable upon conversion
of 2,800 shares of Class B-1 common stock and 2,200 shares of Class A
common stock issuable upon conversion of 2,200 shares of Class B-1 common
stock issuable upon conversion of 44 shares of Series A-1 preferred stock.                                                                                                            
|    
|(16) |  | Includes 7,539,184 shares beneficially held by entities affiliated with
certain directors and officers and includes 2,156,833 shares subject to
stock options held by officers and directors exercisable within 60 days of
July 1, 2001.                                                                                                                                                                        




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Consulting Agreements

In connection with the acquisition of PCS, and in consideration for the
commitment of Jean-Pierre Millon to assist us during the transitional period,
AdvancePCS entered into a consulting agreement with Mr. Millon effective
October 2, 2000. The consulting agreement was for a six-month term and
entitled Mr. Millon to compensation in the amount of $490,000 in addition to
benefits received by our other non-employee directors. In addition, we paid
Mr. Millon an amount of $7,155,894 in order to fulfill the requirements under
his former employment agreement with PCS. Mr. Millon and his family are
entitled to benefits under our employee benefit plans through January 22, 2002.
The consulting agreement contains non-competition provisions effective for the
term of the consulting agreement and for a period of one year thereafter.

On June 1, 2001, AdvancePCS entered into a Consulting Services Agreement
with Mr. Millon pursuant to which he will assist AdvancePCS in developing
international business opportunities and analyze opportunities for AdvancePCS
to expand its offerings worldwide. The consulting agreement is for a six-month
term and entitles Mr. Millon to compensation in the amount of $25,000 per
month. In addition, it contains non-competition provisions effective for the
term of the consulting agreement and for one year thereafter outside of the
U.S. and for six-months thereafter within the U.S.

Retention Payments

In connection with the acquisition of PCS, AdvancePCS paid a retention and
change in control payment of $1,488,094 to Tom J. Garrity, AdvancePCSs former
executive vice president, financial operations, a retention payment of
$1,280,034 to Jeffrey G. Sanders, senior vice president, strategic initiatives,
and a retention payment of $256,007 to Ken Zadoorian, AdvancePCSs former
senior vice president, chief human resources, under their employment agreements
with PCS.

12



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##### Table of Contents



Stockholders Agreement

On October 2, 2000, AdvancePCS entered into a Stockholders Agreement with
Rite Aid Corporation, or Rite Aid, and Joseph Littlejohn & Levy Fund III LLP,
or JLL, which, among other things, contains certain registration rights,
standstill provisions and agreements relating to our corporate governance.
Under this agreement, Rite Aid and JLL have piggyback registration rights with
respect to the Class A common stock issuable upon conversion of the Class B-1
and Class B-2 common stock they own. In addition to piggyback rights, each of
the holders of the Class B-1 and Class B-2 common stock have two demand
registration rights that may only be used after April 2, 2001. On May 29,
2001, AdvancePCS filed a registration statement registering a total of
7,300,000 shares of Class A common stock to be sold from time to time by
AdvancePCS and certain stockholders including JLL.

AdvancePCS believes that the transactions set forth above were made on
terms no less favorable to AdvancePCS than could have been obtained from
unaffiliated third parties. All future transactions between AdvancePCS and its
officers, directors, principal stockholders and affiliates will be approved by
a majority of the Board of Directors, including a majority of the independent
and disinterested outside directors on the Board of Directors, and will be on
terms no less favorable to AdvancePCS than could be obtained from unaffiliated
third parties.

13



---



##### Table of Contents






ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(c)   Exhibits.

|            |  |    |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- |  | -- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |    | Exhibits
|            |  |    |         
|2.1         |  | -- |          | Stock Purchase Agreement dated as of July 11, 2000
by and between AdvancePCS and Rite Aid (incorporated
by reference to Exhibit 2.1 to AdvancePCSs Form 8-K
as filed with the Securities and Exchange Commission
on July 31, 2000).                                                                                                                                                                                                                                                            
|           
|           
|           
|           
|2.2         |  | -- |          | Securities Purchase Agreement dated as of July 11,
2000 by and between AdvancePCS and JLL Fund III
(incorporated by reference to Exhibit 2.2 to
AdvancePCSs Form 8-K as filed with the Securities
and Exchange Commission on October 16, 2000).                                                                                                                                                                                                                                                
|           
|           
|           
|           
|3.1         |  | -- |          | Second Amended and Restated Certificate of
Incorporation of AdvancePCS (incorporated by
reference to Exhibit 99.1 of AdvancePCSs Current
Report on Form 8-K as filed with the Securities and
Exchange Commission on December 11, 2000).                                                                                                                                                                                                                                                        
|           
|           
|           
|           
|3.2         |  | -- |          | Second Amended and Restated Bylaws of AdvancePCS
(incorporated by reference to Exhibit 3.1 of
AdvancePCSs Current Report on Form 8-K as filed
with the Securities and Exchange Commission on
October 16, 2000).                                                                                                                                                                                                                                                                                
|           
|           
|           
|           
|4.1         |  | -- |          | Form of Stock Certificate of Class A Common Stock of
AdvancePCS (incorporated by reference to Exhibit 4.1
of AdvancePCSs Registration Statement on Form 8-A/A
as filed with the Securities and Exchange Commission
on December 14, 2000).                                                                                                                                                                                                                                                      
|           
|           
|           
|           
|4.2         |  | -- |          | Indenture dated as of March 13, 2001 by and among
AdvancePCS, various guarantors and U.S. Trust
Company of Texas, N.A. (incorporated by reference to
Exhibit 4.2 of AdvancePCSs Registration Statement
on Form S-4 as filed with the Securities and
Exchange Commission on April 18, 2001).                                                                                                                                                                                                    
|           
|           
|           
|           
|4.3         |  | -- |          | Registration Rights Agreement dated as of March 13,
2001 by and among AdvancePCS, various guarantors
named therein and Banc of America Securities LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Banc One Capital Markets, Inc., Chase Securities,
Inc., CIBC World Markets Corp. and Scotia Capital
USA, Inc. (incorporated by reference to Exhibit
4-3 of AdvancePCSs Registration Statement on Form
S-4 as filed with the Securities and Exchange
Commission on April 18, 2001).
|           
|           
|           
|           
|4.4         |  | -- |          | Stockholders Agreement dated as of October 2, 2000
by and among AdvancePCS, Rite Aid Corporation, JLL
and various other investors named therein
(incorporated by reference to Exhibit 10.1 to
AdvancePCSs Form 8-K as filed with the Securities
and Exchange Commission on October 16, 2000).                                                                                                                                                                                                 
|           
|           
|           
|           
|4.5         |  | -- |          | Amendment No. 1 to Stockholders Agreement dated as
of October 20, 2000 by and among AdvancePCS, Rite
Aid Corporation, JLL and various other investors
named therein (incorporated by reference to Exhibit
10.3 to AdvancePCSs Form 10-Q as filed with the
Securities and Exchange Commission on February 14,
2001).                                                                                                                                                                           
|           
|           
|           
|           
|4.6         |  | -- |          | Warrant Agreement, dated as of September 12, 1996,
by and between AdvancePCS and VHA, Inc.
(incorporated by reference to Exhibit 4.16 to
AdvancePCSs Form S-1 as filed with the Securities
and Exchange Commission on October 8, 1996 (No.
333-06931)).                                                                                                                                                                                                                                        
|           
|           
|           
|           
|4.7         |  | -- |          | Warrant Agreement, dated as of February 26, 1999, by
and between AdvancePCS and Foundation Health
Systems, Inc. (incorporated by reference to Exhibit
4.1 to AdvancePCSs Current Report on Form 8-K as
filed with the Securities and Exchange Commission
dated April 15, 1999).                                                                                                                                                                                                                
|           
|           
|           
|           
|4.8         |  | -- |          | Warrant Agreement, dated as of February 25, 1999, by
and between AdvancePCS and Arkansas BlueCross
BlueShield (incorporated by reference to Exhibit 4.8
to AdvancePCSs Annual Report on Form 10-K as filed
with the Securities and Exchange Commission dated
March 31, 1999).                                                                                                                                                                                                                  
|           
|           
|           
|           
|4.9         |  | -- |          | Warrant Agreement, dated as of June 12, 1998, by and
between AdvancePCS and Wellmark, Inc. (incorporated
by reference to Exhibit 4.9 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated March 31, 1999).                                                                                                                                                                                                                                     

14



---



##### Table of Contents



|            |  |    |          |                                                                                                                                                                                                                                                                                                                                                                                                         
|----------- |  | -- | -------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |    | Exhibits
|            |  |    |         
|4.10        |  | -- |          | Warrant Agreement, dated December 10, 1999, by and
between AdvancePCS and CareFirst of Maryland, Inc.,
Group Hospitalization and Medical Services, Inc.,
FreeState Health Plan, Inc., Delmarva Health Plan,
Inc. and Capital Care, Inc. (incorporated by
reference to Exhibit 4.10 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).
|           
|           
|           
|           
|10.1*       |  | -- |          | Consulting Agreement, effective October 2, 2000, by
and between Jean-Pierre Millon and AdvancePCS.                                                                                                                                                                                                                                                                                                      
|           
|           
|           
|           
|10.2*       |  | -- |          | Consulting Services Agreement, dated June 1, 2001,
by and between Jean-Pierre Millon and AdvancePCS.                                                                                                                                                                                                                                                                                                    
|           
|           
|           
|           
|10.3        |  | -- |          | Amended and Restated Incentive Stock Option Plan
(incorporated by reference from AdvancePCSs
Definitive Proxy Statement on Schedule 14A as filed
with the Securities and Exchange Commission on
October 22, 1999).                                                                                                                                                                                     
|           
|           
|           
|           
|10.4        |  | -- |          | Amendment Number 1 to Amended and Restated Incentive
Stock Option Plan (incorporated by reference to
Exhibit 4.5 to AdvancePCSs Registration Statement
on Form S-8 as filed with the Securities and
Exchange Commission on May 3, 2001).                                                                                                                                                               
|           
|           
|           
|           
|10.5        |  | -- |          | Amended and Restated Nonstatutory Stock Option Plan
(incorporated by reference to Exhibit 4.3 to
AdvancePCSs Registration Statement on Form S-8 as
filed with the Securities and Exchange Commission on
January 28, 2000).                                                                                                                                                                             
|           
|           
|           
|           
|10.6        |  | -- |          | Corporate Officer Incentive Plan (incorporated by
reference from AdvancePCSs Proxy Statement on
Schedule 14A as filed with the Securities and
Exchange Commission on October 22, 1999).                                                                                                                                                                                                                
|           
|           
|           
|           
|10.7        |  | -- |          | Lease, dated March 6, 1994, by and between Hill
Management Services, Inc. and Advance Clinical
(formerly ParadigM) (incorporated by reference to
Exhibit 10.11 to AdvancePCSs Form S-1 as filed with
the Securities and Exchange Commission on October 8,
1996 (No. 333-06931)).                                                                                                                       
|           
|           
|           
|           
|10.8        |  | -- |          | Amendment to Lease, dated October 19, 1996, by and
between Hill Management Services, Inc. and
AdvancePCS Clinical Services, Inc. (incorporated by
reference to Exhibit 10.6 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                                       
|           
|           
|           
|           
|10.9        |  | -- |          | Second Amendment to Lease, dated September 30, 1998,
by and between Hill Management Services, Inc. and
AdvancePCS Clinical Services, Inc. (incorporated by
reference to Exhibit 10.7 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                              
|           
|           
|           
|           
|10.10       |  | -- |          | Third Amendment to Lease, dated December 1, 1999, by
and between Hill Management Services, Inc. and
AdvancePCS Clinical Services, Inc. (incorporated by
reference to Exhibit 10.8 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                                 
|           
|           
|           
|           
|10.11       |  | -- |          | Fourth Amendment to Lease, dated April 25, 2000, by
and between Hill Management Services, Inc. and
AdvancePCS Clinical Services, Inc. (incorporated by
reference to Exhibit 10.9 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                                  
|           
|           
|           
|           
|10.12       |  | -- |          | Fifth Amendment to Lease, dated December 18, 2000,
by and between Hill Management Services, Inc. and
AdvancePCS Clinical Services, Inc. (incorporated by
reference to Exhibit 10.10 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                               
|           
|           
|           
|           
|10.13       |  | -- |          | Commercial Lease Agreement, commencing November 1,
1998, by and between Crin-Richardson I, L.P. and
AdvancePCS (incorporated by reference to Exhibit
10.19 to AdvancePCSs Form 10-K as filed with the
Securities and Exchange Commission for the year
ended March 31, 1999).                                                                                                                           
|           
|           
|           
|           
|10.14       |  | -- |          | Credit Agreement dated as of October 2, 2000 by and
among AdvancePCS, Merrill Lynch Capital Corporation
and a syndicate of banks (incorporated by reference
to Exhibit 10.4 to AdvancePCSs Form 8-K as filed
with the Commission on October 16, 2000).                                                                                                                                                 

15



---



##### Table of Contents



|            |  |    |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------- |  | -- | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |    | Exhibits
|            |  |    |         
|10.15       |  | -- |          | Amendment No. 1 to Credit Agreement dated as of
October 2, 2000 by and among AdvancePCS, Merrill
Lynch Capital Corporation and a syndicate of banks
(incorporated by reference to Exhibit 10.13 to
AdvancePCSs Annual Report on Form 10-K as filed
with the Securities and Exchange Commission dated
June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                            
|           
|           
|           
|           
|10.16       |  | -- |          | Form of Employment Agreement dated as of October 2,
2000 by and between AdvancePCS and each of Jon S.
Halbert, David A. George, T. Danny Phillips, Joseph
J. Filipek, Jr., Susan S. de Mars, Jeffrey G.
Sanders, Laura I. Johansen, Andrew C. Garling, Randy
Mladenovic and John H. Sattler (incorporated by
reference to Exhibit 10.5 to AdvancePCSs Form 10-Q
as filed with the Securities and Exchange Commission
on February 14, 2001).                                                                                                                                                                                                                                                     
|           
|           
|           
|           
|10.17       |  | -- |          | Employment Agreement dated as of July 11, 2000, by
and between AdvancePCS and David D. Halbert
(incorporated by reference to Exhibit 10.15 to
AdvancePCSs Annual Report on Form 10-K as filed
with the Securities and Exchange Commission dated
June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                 
|           
|           
|           
|           
|10.18       |  | -- |          | Sublease, dated December 16, 1999, by and between
TIG Insurance Company and AdvancePCS (incorporated
by reference to Exhibit 10.16 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                         
|           
|           
|           
|           
|10.19       |  | -- |          | Lease Agreement, dated April 30, 2000, by and
between Cardinal Technology Center II, Inc. and
AdvancePCS, as amended by the First Amendment to the
Lease Agreement dated June 19, 2000, the Second
Amendment to the Lease Agreement dated September 15,
2000 and the Third Amendment to the Lease Agreement
dated March 2001 (incorporated by reference to
Exhibit 10.17 to AdvancePCSs Annual Report on Form
10-K as filed with the Securities and Exchange
Commission dated June 29, 2001).                                                                                                                                                                                                   
|           
|           
|           
|           
|10.20       |  | -- |          | Lease Agreement, dated March 26, 1996, by and
between Alliance Commerce Center No. 5, Ltd. and PCS
Mail Services, Inc., as amended by the Amendment to
the Lease Agreement, dated June 9, 1999, by and
between Alliance Commerce Center No. 5, Ltd. and PCS
Mail Services of Fort Worth, Inc. (incorporated by
reference to Exhibit 10.18 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                                                                                                                                                                  
|           
|           
|           
|           
|10.21       |  | -- |          | Lease Agreement, effective September 30, 2000, by
and between DRUG (AZ) QRS 14-42, Inc. and PCS Health
Systems, Inc. (incorporated by reference to Exhibit
10.19 to AdvancePCSs Annual Report on Form 10-K as
filed with the Securities and Exchange Commission
dated June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                                                           
|           
|           
|           
|           
|10.22       |  | -- |          | Office Lease, dated April 18, 1997, by and between
9060 East Via Linda Co. Ltd. Limited Partnership and
PCS Health Systems, Inc. (incorporated by reference
to Exhibit 10.20 to AdvancePCSs Annual Report on
Form 10-K as filed with the Securities and Exchange
Commission dated June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                                               
|           
|           
|           
|           
|10.23       |  | -- |          | Lease Agreement, dated August 6, 1993, by and
between MEPC American Properties, Inc. and McKesson
Corporation, as amended by the First Lease
Amendment, dated November 1999, by and between
Duke-Weeks Realty Limited Partnership and PCS Health
Systems, Inc. (incorporated by reference to Exhibit
10.21 to AdvancePCSs Annual Report on Form 10-K as
filed with the Securities and Exchange Commission
dated June 29, 2001).                                                                                                                                                                                                                                                                 
|           
|           
|           
|           
|10.24       |  | -- |          | Office Lease, dated May 18, 1999, by and between
Signature Services and AdvancePCS, as amended by the
First Amendment to the Lease, dated October 28, 1999
by and between Signature Services and AdvancePCS,
the Second Amendment to the Lease, dated November
30, 1999, by and between Signature Services, Inc.
and AdvancePCS, the Third Amendment to Lease, dated
March 23, 2000, by and between Signature Services
and AdvancePCS and the Fourth Amendment to the
Lease, by and between North Parkcenter LLC and
AdvancePCS (incorporated by reference to Exhibit
10.22 to AdvancePCSs Annual Report on Form 10-K as
filed with the Securities and Exchange Commission
dated June 29, 2001).
|           
|           
|           
|           
|11.1        |  | -- |          | Statement Regarding Computation of Per Share
Earnings (incorporated by reference to Exhibit 11.1
to AdvancePCSs Annual Report on Form 10-K as filed
with the Securities and Exchange Commission dated
June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

16



---



##### Table of Contents



|            |  |    |          |                                                                                                                                                                                            
|----------- |  | -- | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |    | Exhibits
|            |  |    |         
|21.1        |  | -- |          | Subsidiaries of AdvancePCS (incorporated by
reference to Exhibit 21.1 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).
|           
|           
|           
|           
|24          |  | -- |          | Power of Attorney (incorporated by reference to the
signature page to AdvancePCSs Annual Report on Form
10-K as filed with the Securities and Exchange
Commission dated June 29, 2001).   



---

|* |  | Filed herewith
|- |  | --------------

17



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, AdvancePCS has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|              |  |           
|------------- |  | ----------
|July 27, 2001 |  | ADVANCEPCS

| |     |  |                                                                                        
| | --- |  | ---------------------------------------------------------------------------------------
| | By: |  | /s/ David D. Halbert
David D. Halbert
Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of AdvancePCS
and in the capacities and on the dates indicated.

|                                     |  |                                                                                                |  |              
|------------------------------------ |  | ---------------------------------------------------------------------------------------------- |  | -------------
|Signature                            |  | Title                                                                                          |  | Date         
|                                     |  |                                                                                                |  |              
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|/s/ David D. HalbertDavid D. Halbert |  | Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)                |  | July 27, 2001
|                                    
|*Jon S. Halbert                      |  | Vice Chairman, e-Business
& Technology and Director                                            |  | July 27, 2001
|                                    
|*David A. George                     |  | President and Director                                                                         |  | July 27, 2001
|                                    
|*T. Danny Phillips                   |  | Executive Vice President, Chief
Financial Officer (Principal Financial
and Accounting Officer) |  | July 27, 2001
|                                    
|*                                    |  | Director                                                                                       |  | July 27, 2001
|                                    
|Ramsey A. Frank                     
|                                    
|*                                    |  | Director                                                                                       |  | July 27, 2001
|                                    
|Stephen L. Green                    
|                                    
|*                                    |  | Director                                                                                       |  | July 27, 2001
|                                    
|David R. Jessick                    





---



##### Table of Contents





|                                                                            |  |          |  |              
|--------------------------------------------------------------------------- |  | -------- |  | -------------
|                                                                           
|*Paul S. Levy                                                               |  | Director |  | July 27, 2001
|                                                                           
|*Robert G. Miller                                                           |  | Director |  | July 27, 2001
|                                                                           
|*Jean Pierre Millon                                                         |  | Director |  | July 27, 2001
|                                                                           
|*Michael D. Ware                                                            |  | Director |  | July 27, 2001
|                                                                           
|*By: /s/ David D. Halbert
        David D. Halbert
        Attorney-in-Fact |  |          |  | July 27, 2001



---



##### Table of Contents



Exhibit Index



|            |  |    |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- |  | -- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |    | Exhibits
|            |  |    |         
|2.1         |  | -- |          | Stock Purchase Agreement dated as of July 11, 2000
by and between AdvancePCS and Rite Aid (incorporated
by reference to Exhibit 2.1 to AdvancePCSs Form 8-K
as filed with the Securities and Exchange Commission
on July 31, 2000).                                                                                                                                                                                                                                                            
|           
|           
|           
|           
|2.2         |  | -- |          | Securities Purchase Agreement dated as of July 11,
2000 by and between AdvancePCS and JLL Fund III
(incorporated by reference to Exhibit 2.2 to
AdvancePCSs Form 8-K as filed with the Securities
and Exchange Commission on October 16, 2000).                                                                                                                                                                                                                                                
|           
|           
|           
|           
|3.1         |  | -- |          | Second Amended and Restated Certificate of
Incorporation of AdvancePCS (incorporated by
reference to Exhibit 99.1 of AdvancePCSs Current
Report on Form 8-K as filed with the Securities and
Exchange Commission on December 11, 2000).                                                                                                                                                                                                                                                        
|           
|           
|           
|           
|3.2         |  | -- |          | Second Amended and Restated Bylaws of AdvancePCS
(incorporated by reference to Exhibit 3.1 of
AdvancePCSs Current Report on Form 8-K as filed
with the Securities and Exchange Commission on
October 16, 2000).                                                                                                                                                                                                                                                                                
|           
|           
|           
|           
|4.1         |  | -- |          | Form of Stock Certificate of Class A Common Stock of
AdvancePCS (incorporated by reference to Exhibit 4.1
of AdvancePCSs Registration Statement on Form 8-A/A
as filed with the Securities and Exchange Commission
on December 14, 2000).                                                                                                                                                                                                                                                      
|           
|           
|           
|           
|4.2         |  | -- |          | Indenture dated as of March 13, 2001 by and among
AdvancePCS, various guarantors and U.S. Trust
Company of Texas, N.A. (incorporated by reference to
Exhibit 4.2 of AdvancePCSs Registration Statement
on Form S-4 as filed with the Securities and
Exchange Commission on April 18, 2001).                                                                                                                                                                                                    
|           
|           
|           
|           
|4.3         |  | -- |          | Registration Rights Agreement dated as of March 13,
2001 by and among AdvancePCS, various guarantors
named therein and Banc of America Securities LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Banc One Capital Markets, Inc., Chase Securities,
Inc., CIBC World Markets Corp. and Scotia Capital
USA, Inc. (incorporated by reference to Exhibit
4-3 of AdvancePCSs Registration Statement on Form
S-4 as filed with the Securities and Exchange
Commission on April 18, 2001).
|           
|           
|           
|           
|4.4         |  | -- |          | Stockholders Agreement dated as of October 2, 2000
by and among AdvancePCS, Rite Aid Corporation, JLL
and various other investors named therein
(incorporated by reference to Exhibit 10.1 to
AdvancePCSs Form 8-K as filed with the Securities
and Exchange Commission on October 16, 2000).                                                                                                                                                                                                 
|           
|           
|           
|           
|4.5         |  | -- |          | Amendment No. 1 to Stockholders Agreement dated as
of October 20, 2000 by and among AdvancePCS, Rite
Aid Corporation, JLL and various other investors
named therein (incorporated by reference to Exhibit
10.3 to AdvancePCSs Form 10-Q as filed with the
Securities and Exchange Commission on February 14,
2001).                                                                                                                                                                           
|           
|           
|           
|           
|4.6         |  | -- |          | Warrant Agreement, dated as of September 12, 1996,
by and between AdvancePCS and VHA, Inc.
(incorporated by reference to Exhibit 4.16 to
AdvancePCSs Form S-1 as filed with the Securities
and Exchange Commission on October 8, 1996 (No.
333-06931)).                                                                                                                                                                                                                                        
|           
|           
|           
|           
|4.7         |  | -- |          | Warrant Agreement, dated as of February 26, 1999, by
and between AdvancePCS and Foundation Health
Systems, Inc. (incorporated by reference to Exhibit
4.1 to AdvancePCSs Current Report on Form 8-K as
filed with the Securities and Exchange Commission
dated April 15, 1999).                                                                                                                                                                                                                
|           
|           
|           
|           
|4.8         |  | -- |          | Warrant Agreement, dated as of February 25, 1999, by
and between AdvancePCS and Arkansas BlueCross
BlueShield (incorporated by reference to Exhibit 4.8
to AdvancePCSs Annual Report on Form 10-K as filed
with the Securities and Exchange Commission dated
March 31, 1999).                                                                                                                                                                                                                  
|           
|           
|           
|           
|4.9         |  | -- |          | Warrant Agreement, dated as of June 12, 1998, by and
between AdvancePCS and Wellmark, Inc. (incorporated
by reference to Exhibit 4.9 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated March 31, 1999).                                                                                                                                                                                                                                     



---



##### Table of Contents



|            |  |    |          |                                                                                                                                                                                                                                                                                                                                                                                                         
|----------- |  | -- | -------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |    | Exhibits
|            |  |    |         
|4.10        |  | -- |          | Warrant Agreement, dated December 10, 1999, by and
between AdvancePCS and CareFirst of Maryland, Inc.,
Group Hospitalization and Medical Services, Inc.,
FreeState Health Plan, Inc., Delmarva Health Plan,
Inc. and Capital Care, Inc. (incorporated by
reference to Exhibit 4.10 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).
|           
|           
|           
|           
|10.1*       |  | -- |          | Consulting Agreement, effective October 2, 2000, by
and between Jean-Pierre Millon and AdvancePCS.                                                                                                                                                                                                                                                                                                      
|           
|           
|           
|           
|10.2*       |  | -- |          | Consulting Services Agreement, dated June 1, 2001,
by and between Jean-Pierre Millon and AdvancePCS.                                                                                                                                                                                                                                                                                                    
|           
|           
|           
|           
|10.3        |  | -- |          | Amended and Restated Incentive Stock Option Plan
(incorporated by reference from AdvancePCSs
Definitive Proxy Statement on Schedule 14A as filed
with the Securities and Exchange Commission on
October 22, 1999).                                                                                                                                                                                     
|           
|           
|           
|           
|10.4        |  | -- |          | Amendment Number 1 to Amended and Restated Incentive
Stock Option Plan (incorporated by reference to
Exhibit 4.5 to AdvancePCSs Registration Statement
on Form S-8 as filed with the Securities and
Exchange Commission on May 3, 2001).                                                                                                                                                               
|           
|           
|           
|           
|10.5        |  | -- |          | Amended and Restated Nonstatutory Stock Option Plan
(incorporated by reference to Exhibit 4.3 to
AdvancePCSs Registration Statement on Form S-8 as
filed with the Securities and Exchange Commission on
January 28, 2000).                                                                                                                                                                             
|           
|           
|           
|           
|10.6        |  | -- |          | Corporate Officer Incentive Plan (incorporated by
reference from AdvancePCSs Proxy Statement on
Schedule 14A as filed with the Securities and
Exchange Commission on October 22, 1999).                                                                                                                                                                                                                
|           
|           
|           
|           
|10.7        |  | -- |          | Lease, dated March 6, 1994, by and between Hill
Management Services, Inc. and Advance Clinical
(formerly ParadigM) (incorporated by reference to
Exhibit 10.11 to AdvancePCSs Form S-1 as filed with
the Securities and Exchange Commission on October 8,
1996 (No. 333-06931)).                                                                                                                       
|           
|           
|           
|           
|10.8        |  | -- |          | Amendment to Lease, dated October 19, 1996, by and
between Hill Management Services, Inc. and
AdvancePCS Clinical Services, Inc. (incorporated by
reference to Exhibit 10.6 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                                       
|           
|           
|           
|           
|10.9        |  | -- |          | Second Amendment to Lease, dated September 30, 1998,
by and between Hill Management Services, Inc. and
AdvancePCS Clinical Services, Inc. (incorporated by
reference to Exhibit 10.7 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                              
|           
|           
|           
|           
|10.10       |  | -- |          | Third Amendment to Lease, dated December 1, 1999, by
and between Hill Management Services, Inc. and
AdvancePCS Clinical Services, Inc. (incorporated by
reference to Exhibit 10.8 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                                 
|           
|           
|           
|           
|10.11       |  | -- |          | Fourth Amendment to Lease, dated April 25, 2000, by
and between Hill Management Services, Inc. and
AdvancePCS Clinical Services, Inc. (incorporated by
reference to Exhibit 10.9 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                                  
|           
|           
|           
|           
|10.12       |  | -- |          | Fifth Amendment to Lease, dated December 18, 2000,
by and between Hill Management Services, Inc. and
AdvancePCS Clinical Services, Inc. (incorporated by
reference to Exhibit 10.10 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                               
|           
|           
|           
|           
|10.13       |  | -- |          | Commercial Lease Agreement, commencing November 1,
1998, by and between Crin-Richardson I, L.P. and
AdvancePCS (incorporated by reference to Exhibit
10.19 to AdvancePCSs Form 10-K as filed with the
Securities and Exchange Commission for the year
ended March 31, 1999).                                                                                                                           
|           
|           
|           
|           
|10.14       |  | -- |          | Credit Agreement dated as of October 2, 2000 by and
among AdvancePCS, Merrill Lynch Capital Corporation
and a syndicate of banks (incorporated by reference
to Exhibit 10.4 to AdvancePCSs Form 8-K as filed
with the Commission on October 16, 2000).                                                                                                                                                 



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##### Table of Contents



|            |  |    |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------- |  | -- | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |    | Exhibits
|            |  |    |         
|10.15       |  | -- |          | Amendment No. 1 to Credit Agreement dated as of
October 2, 2000 by and among AdvancePCS, Merrill
Lynch Capital Corporation and a syndicate of banks
(incorporated by reference to Exhibit 10.13 to
AdvancePCSs Annual Report on Form 10-K as filed
with the Securities and Exchange Commission dated
June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                            
|           
|           
|           
|           
|10.16       |  | -- |          | Form of Employment Agreement dated as of October 2,
2000 by and between AdvancePCS and each of Jon S.
Halbert, David A. George, T. Danny Phillips, Joseph
J. Filipek, Jr., Susan S. de Mars, Jeffrey G.
Sanders, Laura I. Johansen, Andrew C. Garling, Randy
Mladenovic and John H. Sattler (incorporated by
reference to Exhibit 10.5 to AdvancePCSs Form 10-Q
as filed with the Securities and Exchange Commission
on February 14, 2001).                                                                                                                                                                                                                                                     
|           
|           
|           
|           
|10.17       |  | -- |          | Employment Agreement dated as of July 11, 2000, by
and between AdvancePCS and David D. Halbert
(incorporated by reference to Exhibit 10.15 to
AdvancePCSs Annual Report on Form 10-K as filed
with the Securities and Exchange Commission dated
June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                 
|           
|           
|           
|           
|10.18       |  | -- |          | Sublease, dated December 16, 1999, by and between
TIG Insurance Company and AdvancePCS (incorporated
by reference to Exhibit 10.16 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                         
|           
|           
|           
|           
|10.19       |  | -- |          | Lease Agreement, dated April 30, 2000, by and
between Cardinal Technology Center II, Inc. and
AdvancePCS, as amended by the First Amendment to the
Lease Agreement dated June 19, 2000, the Second
Amendment to the Lease Agreement dated September 15,
2000 and the Third Amendment to the Lease Agreement
dated March 2001 (incorporated by reference to
Exhibit 10.17 to AdvancePCSs Annual Report on Form
10-K as filed with the Securities and Exchange
Commission dated June 29, 2001).                                                                                                                                                                                                   
|           
|           
|           
|           
|10.20       |  | -- |          | Lease Agreement, dated March 26, 1996, by and
between Alliance Commerce Center No. 5, Ltd. and PCS
Mail Services, Inc., as amended by the Amendment to
the Lease Agreement, dated June 9, 1999, by and
between Alliance Commerce Center No. 5, Ltd. and PCS
Mail Services of Fort Worth, Inc. (incorporated by
reference to Exhibit 10.18 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).                                                                                                                                                                                                                                  
|           
|           
|           
|           
|10.21       |  | -- |          | Lease Agreement, effective September 30, 2000, by
and between DRUG (AZ) QRS 14-42, Inc. and PCS Health
Systems, Inc. (incorporated by reference to Exhibit
10.19 to AdvancePCSs Annual Report on Form 10-K as
filed with the Securities and Exchange Commission
dated June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                                                           
|           
|           
|           
|           
|10.22       |  | -- |          | Office Lease, dated April 18, 1997, by and between
9060 East Via Linda Co. Ltd. Limited Partnership and
PCS Health Systems, Inc. (incorporated by reference
to Exhibit 10.20 to AdvancePCSs Annual Report on
Form 10-K as filed with the Securities and Exchange
Commission dated June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                                               
|           
|           
|           
|           
|10.23       |  | -- |          | Lease Agreement, dated August 6, 1993, by and
between MEPC American Properties, Inc. and McKesson
Corporation, as amended by the First Lease
Amendment, dated November 1999, by and between
Duke-Weeks Realty Limited Partnership and PCS Health
Systems, Inc. (incorporated by reference to Exhibit
10.21 to AdvancePCSs Annual Report on Form 10-K as
filed with the Securities and Exchange Commission
dated June 29, 2001).                                                                                                                                                                                                                                                                 
|           
|           
|           
|           
|10.24       |  | -- |          | Office Lease, dated May 18, 1999, by and between
Signature Services and AdvancePCS, as amended by the
First Amendment to the Lease, dated October 28, 1999
by and between Signature Services and AdvancePCS,
the Second Amendment to the Lease, dated November
30, 1999, by and between Signature Services, Inc.
and AdvancePCS, the Third Amendment to Lease, dated
March 23, 2000, by and between Signature Services
and AdvancePCS and the Fourth Amendment to the
Lease, by and between North Parkcenter LLC and
AdvancePCS (incorporated by reference to Exhibit
10.22 to AdvancePCSs Annual Report on Form 10-K as
filed with the Securities and Exchange Commission
dated June 29, 2001).
|           
|           
|           
|           
|11.1        |  | -- |          | Statement Regarding Computation of Per Share
Earnings (incorporated by reference to Exhibit 11.1
to AdvancePCSs Annual Report on Form 10-K as filed
with the Securities and Exchange Commission dated
June 29, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



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##### Table of Contents



|            |  |    |          |                                                                                                                                                                                            
|----------- |  | -- | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |    | Exhibits
|            |  |    |         
|21.1        |  | -- |          | Subsidiaries of AdvancePCS (incorporated by
reference to Exhibit 21.1 to AdvancePCSs Annual
Report on Form 10-K as filed with the Securities and
Exchange Commission dated June 29, 2001).
|           
|           
|           
|           
|24          |  | -- |          | Power of Attorney (incorporated by reference to the
signature page to AdvancePCSs Annual Report on Form
10-K as filed with the Securities and Exchange
Commission dated June 29, 2001).   



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|* |  | Filed herewith
|- |  | --------------