SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2000
IMS HEALTH INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 001-14049 06-1506026
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
200 Nyala Farms
Westport, CT 06880
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(Address of principal executive offices) (Zip Code)
(203) 222-4200
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(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
Items 1-4. Not Applicable.
Item 5. OTHER EVENTS.
IMS Health Incorporated, a Delaware corporation ("IMS"), announced on
March 29, 2000 that it had entered into an Agreement and Plan of Reorganization,
dated as of March 28, 2000 (the "Merger Agreement"), between The TriZetto Group,
Inc. a Delaware corporation ("TriZetto"), and IMS, pursuant to which IMS will
merge with and into TriZetto (the "Merger"). As more specifically set forth in
the Merger Agreement, each issued and outstanding share of IMS's common stock,
par value $.01 per share (the "IMS Common Stock"), other than shares owned by
IMS or TriZetto, will be converted into .4655 share of validly issued, fully
paid and nonassessable share of the common stock of TriZetto, par value $.001
per share (the "TriZetto Common Stock").
The Merger is subject to certain regulatory approvals as well as to
adoption and approval of the Merger Agreement by the stockholders of IMS and
the adoption and approval of the (1) the Merger Agreement, (2) the issuance
of TriZetto Common Stock to holders of IMS Common Stock pursuant to the
Merger Agreement, and (3) the amended and restated certificate of
incorporation of TriZetto by the stockholders of Trizetto. IMS has entered in
to voting agreements with certain holders of TriZetto Common Stock
representing approximately 51% of the outstanding TriZetto Common Stock to
vote in favor of the Merger and the transactions contemplated thereby.
The preceding is qualified in its entirety by reference to the Merger
Agreement, which is attached hereto as an Exhibit and which is incorporated
herein by reference.
Item 6. Not Applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
2.1 Agreement and Plan of Reorganization, dated as of March 28, 2000,
between The TriZetto Group, Inc. and IMS Health Incorporated
99.1 Press release, dated March 29, 2000, issued by IMS Health Incorporated
and The TriZetto Group, Inc.
Item 8-9. Not Applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
IMS HEALTH INCORPORATED
By /s/ Craig S. Kussman
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Name: Craig S. Kussman
Title: Senior Vice President
Date: March 30, 2000