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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) -- August 15, 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.
On August 15, 2003, Centerpulse AG ("Centerpulse") announced that its
board of directors had recommended Zimmer's offer for all outstanding
registered shares, nominal value CHF 30 per share (including registered shares
represented by American depositary shares), of Centerpulse (the "Offer")
contingent upon Zimmer's stockholders approving the issuance of the requisite
number of shares of Zimmer common stock, par value $0.01 per share, in
connection with the Offer. On the same day, Zimmer made an announcement
welcoming the recommendation of the Centerpulse board of directors, which
announcement is attached hereto as exhibit 99.1.
Also on August 15, 2003, InCentive Capital AG announced that its board
of directors had made a conditional recommendation of Zimmer's offer for all
outstanding bearer shares, nominal value CHF 20 per share, of InCentive Capital
AG.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Zimmer Holdings, Inc., dated August 15, 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: August 18, 2003
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release of Zimmer Holdings, Inc., dated August 15, 2003.
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