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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 22, 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 July 2, 2003, the Swiss Takeover Board issued recommendations with
respect to the exchange offers by Zimmer Holdings, Inc. for all of the
outstanding registered shares (including shares represented by American
depositary shares) of Centerpulse AG and all of the outstanding bearer shares of
InCentive Capital AG ("InCentive" and, such offer, the "InCentive Offer"). On
August 15, 2003, the Swiss Federal Banking Commission affirmed and, in part,
clarified the Swiss Takeover Board's recommendations. In response to the Swiss
Federal Banking Commission's order relating to the InCentive Offer, Zimmer has
modified "addend B" of the price calculation formula to provide that the
calculation of "addend B" (the adjusted net asset value of InCentive) will be
confirmed by "InCentive's auditors" (rather than "an accounting firm of
international repute to be appointed by Zimmer").
The above announcement was made on August 22, 2003, and is attached
hereto as exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Announcement of Zimmer Holdings, Inc., dated August 22, 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 22, 2003
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Announcement of Zimmer Holdings, Inc., dated August 22, 2003.
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