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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) -- July 25, 2003
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ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-16407 13-4151777
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
345 EAST MAIN STREET, WARSAW, INDIANA 46580
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(Address of principal executive offices) (Zip Code)
(574) 267-6131
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
Zimmer Holdings, Inc. today announced that on July 23, 2003 the Swiss
Federal Banking Commission issued an order which, among other things, confirmed
that all shareholders of InCentive Capital AG, including the principal
shareholders of InCentive who had previously waived the right to revoke their
acceptance of the Smith & Nephew offer, may freely tender into Zimmer's offer
for InCentive. The Federal Banking Commission also upheld the timetable
established by the Swiss Takeover Board.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Zimmer Holdings, Inc., dated July 25, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on July
25, 2003).
99.2 Transcript of Zimmer Holdings, Inc., Earning Conference Call
held on July 24, 2003 (incorporated herein by reference to Zimmer
Holdings, Inc.'s Rule 425 filing made with the Securities and
Exchange Commission on July 25, 2003).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Zimmer
Holdings, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZIMMER HOLDINGS, INC.
By: /s/ David C. Dvorak
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David C. Dvorak
Senior Vice President, Corporate
Affairs, General Counsel and Secretary
Date: July 25, 2003
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release of Zimmer Holdings, Inc., dated July 25, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
July 25, 2003).
99.2 Transcript of Zimmer Holdings, Inc., Earning Conference Call
held on July 24, 2003 (incorporated herein by reference to Zimmer
Holdings, Inc.'s Rule 425 filing made with the Securities and
Exchange Commission on July 25, 2003).
4