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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) -- September 19, 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 September 19, 2003, Zimmer Holdings, Inc. ("Zimmer") announced
pursuant to Swiss law the definitive final results of its 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"), which beneficially owns 2,237,577
Centerpulse registered shares representing approximately 18.3% of the issued
Centerpulse shares (such offer, the "InCentive Offer" and, together with the
Offer, the "Offers").
Based on information provided by Credit Suisse First Boston and Mellon
Investor Services LLC (the Swiss offer manager and the U.S. exchange agent,
respectively, for the Offer), as of the expiration of the subsequent offering
period, an aggregate of 9,006,144 Centerpulse registered shares and 8,585,666
ADSs, including 321,201 ADSs subject to guaranteed delivery, were tendered and
not withdrawn in the initial offering period and subsequent offering period.
Based on information provided by Centerpulse, the foregoing shares and ADSs
represent approximately 80.5% and, together with the Centerpulse registered
shares held by InCentive, 98.7% of the issued Centerpulse registered
shares (including shares represented by ADSs).
Based on information provided by Credit Suisse First Boston (the Swiss
offer manager for the InCentive Offer), an aggregate of 2,146,871 InCentive
bearer shares were tendered and not withdrawn in the initial offering period and
subsequent offering period. The foregoing shares represent approximately 99.9%
of the issued InCentive bearer shares.
Based on the results of the mix and match elections in the Offers,
holders of Centerpulse registered shares and ADSs who elected to receive "as
many shares of Zimmer common stock as possible" will receive 3.7947 shares of
Zimmer common stock and CHF 112.83 net in cash for each tendered registered
share and 0.3795 of a share of Zimmer common stock and the U.S. dollar
equivalent of CHF 11.28 in cash for each tendered ADS. Holders of Centerpulse
registered shares and ADSs who elected to receive "as much cash as possible"
will receive CHF 350.00 net in cash for each tendered registered share and the
U.S. dollar equivalent of CHF 35.00 net in cash for each tendered ADS. Holders
of Centerpulse registered shares and ADSs who elected to receive the "standard
entitlement" or who did not make any mix and match elections will receive 3.68
shares of Zimmer common stock and CHF 120.00 net in cash for each tendered
registered share and 0.368 of a share of Zimmer common stock and the U.S.
dollar equivalent of CHF 12.00 for each tendered ADS.
In addition, based on the above-described mix and match results,
holders of InCentive bearer shares who elected to receive "as many shares of
Zimmer common stock as possible" will receive 4.0059 shares of Zimmer common
stock and CHF 168.15 net in cash for each tendered bearer share. Holders of
InCentive bearer shares who elected to receive "as much cash as possible" will
receive CHF 418.52 net in cash for each tendered bearer share. Holders of
InCentive bearer shares who elected to receive the "standard entitlement" or
who did not make any mix and match elections will receive 3.8349 shares of
Zimmer common stock and CHF 178.84 net in cash for each tendered bearer share.
The above announcements were made in a press release, which is attached
hereto as Exhibit 99.1. Also on September 19, 2003, Zimmer made an
announcement, the English translation of which is attached hereto as exhibit
99.2, relating to the Offer, as well as an announcement, the English
translation of which is attached hereto as exhibit 99.3, relating to the
InCentive Offer.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Zimmer Holdings, Inc., dated September 19, 2003.
99.2 Announcement of Zimmer Holdings, Inc., dated September 19, 2003.
99.3 Announcement of Zimmer Holdings, Inc., dated September 19, 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: September 19, 2003
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release of Zimmer Holdings, Inc., dated September 19, 2003.
99.2 Announcement of Zimmer Holdings, Inc., dated September 19, 2003.
99.3 Announcement of Zimmer Holdings, Inc., dated September 19, 2003.
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