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): May 16, 2000
IMS HEALTH INCORPORATED
(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____________________________
(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
May 16, 2000 that it had entered into an Agreement and Plan of Reorganization,
dated as of May 16, 2000 (the "Merger Agreement"), among The TriZetto Group,
Inc., a Delaware corporation ("TriZetto"), Elbejay Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of TriZetto ("Merger Sub"), IMS, and
ERISCO Managed Care Technologies, Inc., a New York corporation and a wholly
owned subsidiary of IMS ("Erisco"), pursuant to which Merger Sub will merge with
and into Erisco (the "Merger"). Erisco will become a wholly owned subsidiary of
TriZetto. As more specifically set forth in the Merger Agreement, IMS will
receive shares of common stock of TriZetto, par value $.001 per share (the
"TriZetto Common Stock"), having a value of $255 million. The final exchange
ratio will be determined based upon the average daily price of TriZetto Common
Stock for the 15 trading days ending on the third day prior to the Closing Date,
except that IMS will receive not less than 8.8 million shares nor more than 12.1
million shares of TriZetto Common Stock.
In addition, by execution of the Merger Agreement, IMS and TriZetto
agreed to terminate the Agreement and Plan of Reorganization, dated as of March
28, 2000, between IMS and TriZetto, that provided for the merger of IMS with and
into TriZetto.
The Merger is subject to certain regulatory approvals as well as to
approval of the issuance of TriZetto Common Stock to IMS pursuant to the Merger
Agreement by the stockholders of TriZetto. IMS has entered into voting
agreements with certain holders of TriZetto Common Stock representing more than
50% of the outstanding shares of TriZetto Common Stock to vote in favor of the
issuance of TriZetto Common Stock to IMS.
The Merger is also conditioned upon IMS and TriZetto entering into a
Stockholder Agreement and Registration Rights Agreement, forms of which are
attached as exhibits to the Merger Agreement, and a Transitional Services
Agreement, Data Rights Agreement, and HealthWeb License Agreement, the principal
terms of which are more specifically set forth in the Merger Agreement.
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 May 16, 2000, among
The TriZetto Group, Inc., Elbejay Acquisition Corp., IMS Health
Incorporated, and ERISCO Managed Care Technologies, Inc.
99.1 Press release, dated May 16, 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 R. Kussman
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Name: Craig R. Kussman
Title: Senior Vice President,
Corporate Development
Date: May 17, 2000