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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 28, 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.
In arrordance with Swiss law, Zimmer announced on August 28, 2003 that
the initial offering period for Zimmer's offer for all of the outstanding
registered shares (including shares represented by American depositary shares
("ADSs")) of Centerpulse AG ("Centerpulse" and, such offer, the "Offer") and
Zimmer's offer for all of the outstanding bearer shares of InCentive Capital
AG ("InCentive") (such offer, the "InCentive Offer" and, together with the
Offer, the "Offers") expired at 4:00 p.m., Central European time, 10:00 a.m.,
Eastern Daylight time, on Wednesday, August 27, 2003.
Based on preliminary information provided by Credit Suisse
First Boston and Mellon Investor Services LLC (as the Swiss offer manager and
the U.S exchange agent, respectively, for the Offer), as of the expiration of
the initial offering period, 7,489,650 Centerpulse registered shares and
6,712,776 ADSs, including ADSs subject to guaranteed delivery, were tendered
and not withdrawn. Based on information provided by Centerpulse, these shares
and ADSs represent approximately 67.0% of the outstanding Centerpulse
registered shares (including shares represented by ADSs) on a fully diluted
basis.
Based on preliminary information provided by Credit Suisse First Boston
(as the Swiss offer manager for the InCentive Offer), as of the expiration of
the initial offering period, 2,123,647 InCentive bearer shares were tendered and
not withdrawn, representing approximately 98.9% of the outstanding InCentive
bearer shares.
Zimmer will announce the definitive interim results of the Offers on
September 2, 2003 in accordance with Swiss law.
The above announcements were made in a press release, which is attached
hereto as exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Zimmer Holdings, Inc., dated August 28, 2003.
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 28, 2003
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release of Zimmer Holdings, Inc., dated August 28, 2003.