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Filed by IMS Health Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: IMS Health Incorporated
Commission File No. 001-14049
ON MARCH 30, 2000, MARCH 31, 2000, and APRIL 3, 2000 IMS HEALTH
INCORPORATED, A DELWARE CORPORATION ("IMS"), FILED A PRESS RELEASE,
TELECONFERENCE SCRIPTS, SLIDE SHOW PRESENTATIONS, PRESS PACKET MATERIALS,
INFORMATION DISTRIBUTED TO ITS EMPLOYEES AND OTHER INFORMATION DISSEMINATED
TO ANALYSTS AND INVESTORS RELATING TO IMS'S MERGER WITH AND INTO THE TRIZETTO
GROUP, INC., A DELAWARE CORPORATION ("TRIZETTO"), PURSUANT TO RULE 425 UNDER
THE SECURITIES ACT OF 1933.
THE FOLLOWING LEGEND IS INCORPORATED INTO EACH OF IMS'S FILINGS MADE
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 FILED PRIOR TO THE DATE
HEREOF:
In connection with the merger, IMS, its directors, executive officers
and certain other members of management and employees may be soliciting
proxies from IMS stockholders in favor of approval and adoption of the merger
agreement. Information concerning the participants in the solicitation is set
forth in IMS's annual report on Form 10-K, filed March 17, 2000, and on a
Current Report on Form 8-K filed on April 4, 2000.
In connection with the merger, TriZetto and its executive officers may
be soliciting proxies from TriZetto stockholders in favor of approval and
adoption of (i) the merger agreement, (ii) the issuance of TriZetto Common
Stock, par value $0.001 per share, to the holders of IMS Common Stock, par
value $0.01 per share, pursuant to the Merger Agreement, and (iii) the
amended and restated certificate of incorporation of TriZetto . Information
concerning the participants in the solicitation is set forth in TriZetto's
annual report on Form 10-K, filed March 30, 2000.
Investors and security holders will be able to obtain free copies of
these documents through the website maintained by the SEC at
http://www.sec.gov. Investors will be able to obtain copies of the documents
free of charge from IMS by directing a request through the Investor
Information portion of IMS's website at http://www.imshealth.com or by mail
to IMS Health Incorporated, 200 Nyala Farms, Westport, CT 06880, attention:
Investor Relations, telephone: 203-222-4250. Documents filed by TriZetto will
be available free of charge from TriZetto by directing a request through the
Investor Information portion of TriZetto's website at http://www.trizetto.com
or by directing a request by mail to The TriZetto Group, Inc., 567 San
Nicolas Drive, Newport Beach, CA 92660, attention: Investor Relations,
telephone: (949) 219-2200.
INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY
WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
