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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______)*
The TriZetto Group, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
449934108
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(CUSIP Number)
Jared Finkelstein
IMS Health Incorporated
200 Nyala Farms
Westport, Connecticut 06880
(203) 222-3486
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 28, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
NOTE: Schedules files in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 449934108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IMS Health Incorporated; I.R.S. Identification No. 06-1506026
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]**
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
Not Applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 10,819,694
EACH --------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,819,694 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.04%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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** See Item 4.
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ITEM 1. SECURITY AND ISSUER.
This statement (the "Statement") relates to the Common Stock, par
value $0.001 per share (the "TriZetto Common Stock"), of The TriZetto Group,
Inc. ("TriZetto"), a Delaware corporation.
The address of the principal executive office of TriZetto is: The
TriZetto Group, Inc., 567 San Nicolas Drive, Suite 360, Newport Beach,
California 92660.
ITEM 2. IDENTITY AND BACKGROUND.
The principal business address of IMS Health Incorporated, a
Delaware corporation ("IMS"), is: 200 Nyala Farms, Westport, Connecticut 06880.
IMS is a provider of information solutions to the pharmaceutical and healthcare
industries.
(a)-(c); (f) The name, business address, present principal
occupation or employment, and the name and principal business of any corporation
or other organization in which such employment is conducted of each of the
directors and executive officers, as applicable, of IMS is set forth in Exhibit
A hereto. Except as otherwise indicated in Exhibit A hereto, each person listed
in Exhibit A hereto is a citizen of the United States.
(d)-(e) During the last five years, none of IMS or, to the
knowledge of IMS, any of the persons listed on Exhibit A hereto, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws, or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
IMS acquired beneficial ownership of the 10,819,694 shares of
TriZetto Common Stock to which this Statement relates pursuant to (i) Voting
Agreements, dated as of March 28, 2000 (each, a "Voting Agreement",
collectively, the "Voting Agreements"), between IMS and certain stockholders of
TriZetto as listed in Exhibit A to each Voting Agreement (the "Stockholders")
and (ii) an irrevocable proxy of each of the Stockholders, dated March 28, 2000
(the "Proxies"), which was delivered by each Stockholder to IMS on March 28,
2000 in accordance with the Voting Agreement. For a description of the Voting
Agreement and the Proxies, see "Item 4. Purpose of Transaction" below. Copies of
the Voting Agreement and the Proxies are filed as Exhibits B, C, D, and E
respectively, hereto and Exhibits B, C, D, and E are specifically incorporated
herein by reference in response to this Item 3.
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ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) The purpose of IMS's acquisition of beneficial ownership
of the 10,819,694 shares of TriZetto Common Stock to which this Statement
relates is to facilitate the consummation of the transactions contemplated by an
Agreement and Plan of Reorganization, dated as of March 28, 2000 (the "Merger
Agreement"), between IMS and TriZetto, pursuant to which IMS will merge with and
into TriZetto, with TriZetto as the surviving corporation (sometimes referred to
herein as the "Surviving Corporation"). Upon the Effective Time (as defined in
the Merger Agreement), IMS's current stockholders will own approximately 85% of
the outstanding stock of the Surviving Corporation. Except as otherwise provided
in this Statement, capitalized terms that are used but not otherwise defined in
this Statement shall have the meaning assigned to such terms in the Merger
Agreement, a copy of which was filed as Exhibit 2.1 to IMS's Current Report on
Form 8-K, filed March 31, 2000 and which is incorporated herein by reference in
its entirety.
Pursuant to Instructions For Cover Page (2) to this Schedule 13D,
the following is a description of the relationship between IMS and the
Stockholders under the Voting Agreements but is not an affirmation by IMS of the
existence of a group for purposes of Section 13(d)(3) or Section 13(g)(3) of the
Securities Exchange Act of 1934 (the "Act") and Rule 13d-5(b)(1) thereunder.
In order to induce IMS to enter into the Merger Agreement, the
Stockholders entered into the Voting Agreements with IMS. Pursuant to the Voting
Agreements, each of the Stockholders agreed, among other things, to deliver to
IMS an irrevocable proxy to Vote (as defined in the Voting Agreements) their
Shares (as defined in the Voting Agreements) and any other shares of capital
stock of TriZetto acquired by them after the date of the Voting Agreements and
prior to the termination of the Voting Agreements, including without limitation,
all Shares acquired upon the exercise of Options (as defined in the Voting
Agreements) (i) in favor of (a) adoption and approval of the Merger Agreement,
(b) the issuance of shares of TriZetto Common Stock to IMS stockholders in
connection with the Merger, (c) the TriZetto Charter Amendments (as defined in
the Voting Agreement), and (d) the Stock Option Plan (as defined in the Voting
Agreement) (collectively, the "Transactions"), (ii) against any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (iii)
against any action that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement and (iv) except for the Transactions and the Merger
Agreement, against any merger, consolidation, business combination,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of TriZetto or its subsidiaries. In addition, each Stockholder
agreed not to transfer or otherwise dispose of any of their Shares, or any other
shares of capital stock of TriZetto acquired by them after the date of the
Voting Agreements and prior to the termination of their Voting Agreement.
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In accordance with the Voting Agreements, on March 28, 2000, each
of the Stockholders delivered to IMS a proxy in respect of the 10,819,694 Shares
owned of record by the Stockholders in the aggregate on the date of each Voting
Agreement as listed on Exhibit A to the Voting Agreements, each of the
Stockholder proxies to be exercised by IMS in accordance therewith.
The transactions contemplated by the Merger Agreement are
summarized as follows:
On March 28, 2000, IMS and TriZetto entered into the Merger
Agreement. The Merger is a stock for stock merger in which the holders of IMS
Common Stock, par value $.01 per share ("IMS Common Stock"), will receive .4655
shares of TriZetto Common Stock, and all IMS options will be converted into the
appropriate number of TriZetto options. The Merger is intended to be tax-free to
both IMS and TriZetto stockholders and will be accounted for as a purchase of
TriZetto by IMS.
In addition, promptly after the Closing, the Surviving Corporation
will dividend shares of a new class of TriZetto common stock that will track
certain businesses of TriZetto (the "Tracking Stock") to the holders of TriZetto
Common Stock immediately after the Effective Time. IMS and TriZetto intend for
the Tracking Stock to be listed on the New York Stock Exchange. Additionally,
following the Closing, the Surviving Corporation will spin off IMS's Strategic
Technologies Business ("STB") and dividend all of the capital stock of a newly
formed entity comprising the businesses of STB to the holders of TriZetto Common
Stock immediately after the Effective Time. Consequently, after the Closing, the
holders of IMS Common Stock and the holders of TriZetto Common Stock will own
shares of TriZetto Common Stock, shares of Tracking Stock, and shares of STB.
In connection with the Merger, TriZetto, as the Surviving
Corporation, will adopt organizational documents substantially identical to
IMS's existing charter and by-laws. The Restated and Amended Certificate of
Incorporation of TriZetto provides for, among other things, a classified board
of directors consisting of nine directors. As contemplated by the Merger
Agreement, IMS will nominate five directors to the board of directors of the
Surviving Corporation, including Victoria B. Fash, the current President and
Chief Executive Officer ("CEO") of IMS, Robert E. Weissman, the current Chairman
of IMS, and three other member of IMS's current board of directors. TriZetto
will nominate four directors to the board of directors of Surviving Corporation,
including Jeffrey H. Margolis, the current Chairman and CEO of TriZetto, and
three other members of TriZetto's current board of directors. Robert E. Weissman
will be the Chairman of the Surviving Corporation, Victoria B. Fash will be the
CEO of the Surviving Corporation, and Jeffrey H. Margolis will be the President
and Vice Chairman of the Surviving Corporation.
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The Merger is conditioned on the approval of each party's
stockholders. Both parties have committed that their respective boards of
directors will recommend the Merger to its shareholders. However, either board
may change its recommendation if the failure to do so would be inconsistent with
the board's fiduciary obligations. In the event that a board changes its
recommendation, such party remains obligated to convene and to hold a meeting of
its stockholders to vote on the Merger.
During the period between signing and closing, IMS may not
solicit, engage in discussions or negotiate with, provide any information to, or
enter into any agreement with, any third-party relating to the possible
acquisition of IMS and its subsidiaries or a material portion of their assets or
make any statement in support of such an alternative acquisition proposal;
provided, however, IMS may provide confidential information to, engage in
discussions and negotiate with an unsolicited third-party if it determines that
such third-party has made a Superior Proposal and the failure to do so would be
inconsistent with the Board's fiduciary obligations. IMS must notify and provide
TriZetto with information regarding any such third-party's acquisition proposal.
As long as IMS complies with the restrictions described above, IMS's board may,
with regard to a Superior Proposal, change its recommendation concerning the
Merger and enter into an agreement with the third party.
The Merger Agreement may be terminated by mutual written consent
or by either party if (i) the Merger has not been consummated by December 31,
2000, (ii) either party's stockholders fail to approve the Merger, (iii) IMS's
board approves or recommends a Superior Proposal, (iv) IMS's board withdraws its
recommendation of the Merger in connection with a Superior Proposal, or (v)
there exists an injunction preventing the Merger.
If either party terminates the Merger Agreement because the IMS
stockholders fail to approve the Merger under the circumstance where IMS's board
has changed its recommendation concerning the Merger, IMS will be obligated to
pay TriZetto a termination fee of $202 million. If either party terminates in
connection with a Superior Proposal, IMS will be obligated (i) to pay TriZetto a
termination fee of $202 million and (ii) to grant to TriZetto a non-exclusive,
non-transferable license to use the software products of Erisco Managed Care
Technologies, Inc., a wholly owned subsidiary of IMS, on a "most favored nation"
basis for a term of 5 years.
If TriZetto's stockholders fail to approve the Merger under the
circumstances where TriZetto's board has changed its recommendation concerning
the Merger, TriZetto will be obligated to pay IMS a termination fee of $43
million.
The foregoing descriptions of the Voting Agreements and the
Stockholder Proxies are qualified in their entirety by reference to the
respective agreements and documents, as the case may be, copies of which are
filed hereto as Exhibits B through E, respectively. Exhibits B through E are
specifically incorporated herein by reference in
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response to this Item 4. The foregoing descriptions of the Merger Agreement,
including the forms of the Restated Certificate of Incorporation and the
By-Laws, are qualified in their entirety by reference to the respective
agreements and documents, as the case may be, copies of which were filed with
IMS's Current Report on Form 8-K filed March 31, 2000, each such form being
attached as an exhibit to the Merger Agreement. The Merger Agreement and the
forms of the Restated Certificate of Incorporation and the By-Laws are
specifically incorporated herein by reference in response to this Item 4.
Except as set forth in this Statement, the Voting Agreements, the
Stockholder Proxies, and the Merger Agreement, including the forms of the
Restated Certificate of Incorporation and the By-Laws, each such form being
attached as an exhibit to the Merger Agreement, none of IMS or, to the best of
IMS's knowledge, any of the individuals named in Exhibit A hereto, has any plans
or proposals which relate to or which would result in or relate to any of the
actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) Pursuant to the Voting Agreements and the Stockholder Proxies,
IMS beneficially owns 10,819,694 shares of TriZetto Common Stock representing,
based on TriZetto's management representations as of March 24, 2000,
approximately 51.04% of the outstanding shares of TriZetto Common Stock.
Except as set forth in this Item 5, none of IMS or, to the best of
IMS's knowledge, any of the individuals named in Exhibit A hereto beneficially
owns any shares TriZetto of Common Stock.
(b) Pursuant to the Voting Agreements and the Stockholder Proxies,
IMS has shared power to vote 10,819,694 shares of TriZetto Common Stock with the
Stockholders.
IMS shares the power to vote 3,017,681 shares of TriZetto Common
Stock with Raymond D. Croghan. Raymond D. Croghan is a United States citizen
whose business address is: 370 Interlocken Blvd., 4th Floor, Broomfield, CO
80021. His present principal occupation or employment is President, Croghan &
Associates, Inc.
IMS shares the power to vote 1,860,000 shares of TriZetto Common
Stock with Jeffrey Margolis, who beneficially owns such shares of TriZetto
Common Stock through the Margolis Family Trust and the Jeff Margolis Trust.
Jeffrey H. Margolis is a United States citizen whose business address is: The
TriZetto Group, 567 San Nicolas Drive, Suite 360, Newport Beach, California
92660. His present principal occupation or employment is Chairman and CEO of
TriZetto.
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IMS shares the power to vote 270,000 shares of TriZetto Common
Stock with Daniel J. Spirek. Daniel J. Spirek is a United States citizen whose
business address is: 12626 Summit Ridge Rd., Parker, CO 80138. His present
principal occupation or employment is Executive Vice President, Transformation
Services, of TriZetto.
IMS shares the power to vote 250,000 shares of TriZetto Common
Stock with William E. Fisher. William E. Fisher is a United States citizen whose
business address is: 1304 N. 139th St., Omaha, NE 68154. His present principal
occupation or employment is Chairman of Transaction Systems Architects, Inc.
IMS shares the power to vote 162,595 shares of TriZetto Common
Stock with KFS Management, Inc ("KFS"). The principal business address of KFS
Management, Inc. is: 11225 Davenport Street, Suite 103, Omaha, NE 68154. KFS, a
South Dakota corporation, is an entity whose primary business is investment
management. The executive officers of KFS are William E. Fisher, President,
Michael Scheier, Vice President, and John Morey, Secretary and Treasurer. The
directors of KFS are William E. Fisher and Michael Scheier. Each of the
executive officers and directors are United States citizens. Mr. Scheier's and
Mr. Morey principal business address and principal business is the same as that
of KFS.
IMS shares the power to vote 2,680,746 shares of TriZetto Common
Stock with Delphi Ventures IV, L.P. The principal business address of Delphi
Ventures IV, L.P. is: 300 Sand Hill Road, Building One, Suite 135, Menlo Park,
CA 94025. Delphi Ventures IV, L.P., a Delaware limited partnership, is a venture
capital firm. Donald J. Lothrop, a director of TriZetto and United States
citizen, is the managing member of Delphi Management Partners IV, LLC, the
general partner of Delphi Ventures IV, L.P. The other members of Delphi
Management Partners IV, LLC are Jim Bochnowski and David Douglass, both United
States citizens. Mr. Lothrop's, Mr. Bochnowski's, Mr. Douglass' and Delphi
Management Partners IV, LLC's business address and principal business is the
same as that of Delphi Ventures IV, L.P.
IMS shares the power to vote 1,289,336 shares of TriZetto Common
Stock with Fidelity Ventures Limited ("FVL"). The principal business address of
FVL is: 82 Devonshire Street, R25C, Boston, Massachusetts, 02109. FVL, a
Massachusetts limited partnership, is a wholly owned subsidiary of FMR Corp, and
is a private equity concern. Fidelity Capital Associates, Inc., a
Massachusetts corporation and a wholly-owned subsidiary of FMR Corp., is the
general partner of FVL. The sole limited partner of FVL is FMR Corp.
Information with respect to the partners of FVL and its directors and
executive officers is set forth in Exhibit F attached hereto.
IMS shares the power to vote 874,126 shares of TriZetto Common
Stock with Fidelity Investors Limited Partnership ("FILP"). The principal
business address of Fidelity Investors Limited Partnership is: 82 Devonshire
Street, R25C, Boston, Massachusetts, 02109. FILP, a Delaware limited
partnership, is a private equity fund. Fidelity Investors Management, LLC, a
Delaware
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limited liability company ("FIML"), is the general partner and investment
manager of FILP, and is an investment manager registered under Section 203 of
the Investment Advisers Act of 1940. Information with respect to the general
partner of FILP and its directors and executive officers is set forth in
Exhibit G attached hereto.
IMS shares the power to vote 415,210 shares of TriZetto Common
Stock with Fidelity Investors II Limited Partnership ("FILP II"). The principal
business address of FILP II is: 82 Devonshire Street, R25C, Boston,
Massachusetts, 02109. FILP II, a Delaware limited partnership, is a private
equity fund. FIML is the general partner and investment manager of FILP II.
Information with respect to the general partner of FILP II and its directors
and executive officers is set forth in Exhibit G attached hereto.
To the knowledge of IMS none of Raymond D. Croghan, Jeffrey H.
Margolis, Daniel J. Spirek, William E. Fisher, KFS Management, Inc., Delphi
Ventures IV, L.P., Fidelity Venture Limited, Fidelity Investors Limited
Partnership, and Fidelity Investors II Limited Partnership nor to the best of
IMS's knowledge, any of the directors, partners, or officers of the Stockholders
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws, or finding any
violation with respect to such laws.
(c) Except with respect to the transactions contemplated by the
Voting Agreements, the Stockholder Proxies, and the Merger Agreement, including
the forms of the Restated Certificate of Incorporation and the By-Laws, each
such form being attached as an exhibit to the Merger Agreement, which are
described in response to Item 4 above and incorporated herein by reference, none
of IMS, or to the best of IMS's knowledge, any of the individuals named in
Exhibit A hereto, has effected any transaction in TriZetto Common Stock during
the past 60 days. The descriptions of the transactions contemplated by the
Voting Agreements, the Stockholder Proxies, and the Merger Agreement, including
the forms of the Restated Certificate of Incorporation and the By-Laws, each
such form being attached as an exhibit to the Merger Agreement, in Item 4 are
qualified in their entirety by reference to the respective agreements and
documents, as the case may be. Copies of the Voting Agreements and Stockholder
Proxies are filed hereto as Exhibits B through E, and copies of the Merger
Agreement, including the forms of the Restated Certificate of Incorporation and
the By-Laws, each such form being attached as an exhibit to the Merger
Agreement, were filed with IMS's Current Report on Form 8-K filed March 31,
2000. Exhibits B through E and IMS's Current Report on Form 8-K filed March 31,
2000 are specifically incorporated herein by reference in answer to this Item 5.
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(d) Except as set forth in this Item 5, no other person is known
by IMS to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the TriZetto Common Stock
beneficially owned by IMS.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
See "Item 4. Purpose of Transaction" for a description of the
Voting Agreements, the Stockholder Proxies, and the Merger Agreement, including
the forms of the Restated Certificate of Incorporation and the By-Laws, each
such form being attached as an exhibit to the Merger Agreement, which are
qualified in their entirety by reference to the respective agreements and
documents, as the case may be. Copies of the Voting Agreements and Stockholder
Proxies are filed hereto as Exhibits B through E, and copies of the Merger
Agreement, including the forms of the Restated Certificate of Incorporation and
the By-Laws, each such form being attached as an exhibit to the Merger
Agreement, were filed with IMS's Current Report on Form 8-K filed March 31,
2000. Exhibits B through E and IMS's Current Report on Form 8-K filed March 31,
2000 are specifically incorporated herein by reference in answer to this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Directors and Executive Officers of IMS Health
Incorporated.
Exhibit B Voting Agreement, dated as of March 28, 2000,
among the undersigned stockholders of The TriZetto
Group, Inc. and IMS Health Incorporated.
Exhibit C Voting Agreement, dated as of March 28, 2000,
among the undersigned stockholders of The TriZetto
Group, Inc. and IMS Health Incorporated.
Exhibit D Voting Agreement, dated as of March 28, 2000,
among the undersigned stockholders of The TriZetto
Group, Inc. and IMS Health Incorporated.
Exhibit E Proxies, dated as of March 28, 2000, by the
undersigned stockholders of The TriZetto Group,
Inc.
Exhibit F Partners of Fidelity Ventures Limited and
directors and executive officers thereof.
Exhibit G General Partner of FILP and FILP II and
directors and executive officers thereof.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: April 7, 2000
IMS HEALTH INCORPORATED
By: /s/ Craig S. Kussman
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Name: Craig S. Kussman
Title: Senior Vice President,
Corporate Development
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EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF
IMS HEALTH INCORPORATED
The name, present principal occupation or employment, and the name
of any corporation or other organization in which such employment is conducted,
of each of the directors and executive officers of IMS Health Incorporated
("IMS") is set forth below. Except as set forth below each of the directors and
executive officers is a citizen of the United States. The business address of
each director and officer is IMS Health Incorporated, 200 Nyala Farms, Westport,
CT 06880. Unless otherwise indicated, each occupation set forth opposite an
executive officer's name refers to employment with IMS.
<TABLE>
<CAPTION>
NAME AND BUSINESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
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DIRECTORS
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Clifford L. Alexander, Jr. Chairman and Chief Executive Officer, The Dun &
Bradstreet Corporation, Murray Hill, New Jersey
Victoria R. Fash President and Chief Executive Officer, IMS Health
Incorporated
John P. Imlay, Jr. Chairman, Imlay Investments, Inc., Atlanta, Georgia
Robert J. Kamerschen Chairman and Chief Executive Officer, DIMAC Marketing Corporation,
Atlanta, Georgia
Robert J. Lanigan Limited Partner, Palladium Equity Partners, New York, New York
H. Eugene Lockhart President - Consumer Services, AT&T Corp., New York, New York
M. Bernard Puckett Private Investor, Jackson, Mississippi
William C. Van Faasen President and Chief Executive Officer, Blue Cross and Blue Shield of
Massachusetts, Boston, MA
Robert Weissman Chairman, IMS Health Incorporated
</TABLE>
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<TABLE>
<CAPTION>
NAME AND BUSINESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
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EXECUTIVE OFFICERS
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Victoria R. Fash President and Chief Executive Officer
Matthew L. Friedman Vice President and Treasurer
Craig S. Kussman Senior Vice President - Corporate Development
James C. Malone Senior Vice President - Finance and Controller, and Acting Chief
Financial Officer
David H. Owen* Senior Vice President - Global Human Resources
David Stevens* Senior Vice President - General Counsel and Corporate Secretary
Robert E. Weissman Chairman of the Board of Directors
Wayne P. Yetter Chief Operating Officer
</TABLE>
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* Citizen of the United Kingdom
* Citizen of the United Kingdom
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EXHIBIT B
VOTING AGREEMENT
VOTING AGREEMENT (the "AGREEMENT"), dated as of March 28, 2000,
among the undersigned stockholders (the "STOCKHOLDERS") of The TriZetto Group,
Inc., a Delaware corporation ("TRIZETTO"), and IMS Health Incorporated, a
Delaware corporation ("IMS"). Except as otherwise provided herein, capitalized
terms that are used but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Merger Agreement (as defined below).
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, TriZetto and IMS have entered into an Agreement and Plan of
Reorganization (the "MERGER AGREEMENT"), providing for, among other things, the
merger of IMS with and into TriZetto, the issuance of shares of TriZetto Common
Stock to IMS stockholders in connection with the Merger, certain amendments to
TriZetto's certificate of incorporation as set forth in the Merger Agreement
(the "TRIZETTO CHARTER AMENDMENTS"), and a new TriZetto stock option plan (the
"STOCK OPTION PLAN") in such form and with such number of available options
issuable thereunder as shall be agreed upon by TriZetto and IMS (collectively,
the "TRANSACTIONS"), upon the terms and subject to the conditions set forth in
the Merger Agreement, and setting forth certain representations, warranties,
covenants and agreements of the parties thereto in connection with the
Transactions;
WHEREAS, the Merger Agreement contemplates the execution and
delivery of this Agreement;
WHEREAS, in order to induce IMS to enter into the Merger
Agreement, the Stockholders wish to agree (i) to deliver to IMS an irrevocable
proxy to Vote (as defined in Section 2 hereof) the Shares (as defined in Section
1 hereof) and any other shares of capital stock of TriZetto acquired hereafter
and prior to the termination of this Agreement so as to approve and adopt (a)
the Merger Agreement and the transactions contemplated thereby, (b) the issuance
of TriZetto Common Stock to IMS stockholders in connection with the Merger, (c)
the TriZetto Charter Amendments and (d) the Stock Option Plan, and (ii) not to
transfer or otherwise dispose of any of the Shares, or any other shares of
capital stock of TriZetto acquired hereafter and prior to the termination of
this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. REPRESENTATIONS OF STOCKHOLDERS. Each of the Stockholders
represents and warrants to IMS that (a) such Stockholder lawfully owns
beneficially (as such term is defined in Rule 13d-3 of the Exchange Act) and of
record each of the shares of Common Stock, par value $0.001 per share, of
TriZetto (the "TRIZETTO COMMON STOCK"), set forth opposite such Stockholder's
name on EXHIBIT A hereto (such Stockholder's "SHARES") free and clear of all
liens, claims, charges, security interests or other encumbrances and,
<PAGE>
except for this Agreement and the Merger Agreement, there are no options,
warrants or other rights, agreements, arrangements or commitments of any
character to which such Stockholder is a party relating to the pledge,
disposition or Voting of any shares of capital stock of TriZetto and there are
no Voting trusts or Voting agreements with respect to such Shares, (b) such
Stockholder does not beneficially own (as such term is used in Rule 13d-3 of the
Exchange Act) any shares of TriZetto Common Stock other than such Shares and
does not have any options, warrants or other rights to acquire any additional
shares of capital stock of TriZetto or any security exercisable for or
convertible into shares of capital stock of TriZetto other than those options,
warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B
hereto (such Stockholder's "OPTIONS") and each Stockholder represents and
warrants that such Stockholder shall not exercise any such Options prior to the
termination of this Agreement except in accordance with Section 6 of this
Agreement, (c) such Stockholder has full power and authority and has taken all
actions necessary to enter into, execute and deliver this Agreement and to
perform fully such Stockholder's obligations hereunder and this Agreement has
been duly executed and delivered and constitutes the legal, valid and binding
obligation of such Stockholder enforceable against such Stockholder in
accordance with its terms, subject to the Bankruptcy and Equity Exception, (d)
other than filings under the Exchange Act, no notices, reports or other filings
are required to be made by such Stockholder with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by
such Stockholder from, any Governmental Entity, in connection with the execution
and delivery of this Agreement by such Stockholder, and (e) the execution,
delivery and performance of this Agreement by such Stockholder does not, and the
consummation by such Stockholder of the transactions contemplated hereby will
not, violate, conflict with or constitute a breach of, or a default under, the
certificate of incorporation or by-laws of such Stockholder or any or their
comparable governing instruments (if such Stockholder is not a natural person)
or result in a violation or breach of, or constitute (with or without due notice
or lapse of time or both) a default (or give rise to any right of termination,
cancellation, modification or acceleration) (whether after the giving of or the
passage of time of both) under any contract to which such Stockholder is a party
or which is binding on it or its assets and will not result in the creation of
any lien on, or security interest in, any of the assets on properties of such
Stockholder.
2. AGREEMENT TO DELIVER PROXY. Each of the Stockholders agrees
to deliver to IMS on the date hereof an irrevocable proxy substantially in the
form attached hereto as EXHIBIT C to Vote such Stockholder's Shares (a) in favor
of approval and adoption of the Merger Agreement, the Merger and the
transactions contemplated thereby, the issuance of TriZetto Common Stock to IMS
stockholders pursuant to the Merger Agreement, the TriZetto Charter Amendments
and the Stock Option Plan at any meeting of the stockholders of TriZetto at
which such matters are considered and at every adjournment or postponement
thereof, (b) against any action or agreement that would compete with, impede,
interfere with or tend to discourage the Transactions or inhibit the timely
consummation of the Transactions, (c) against any action or agreement that would
result in a breach in any material respect of any covenant, representation or
warranty or any other obligation of TriZetto under the Merger Agreement and (d)
except for the
2
<PAGE>
Transactions, against any merger, consolidation, business combination,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of TriZetto or the TriZetto Subsidiaries. The proxy delivered by
each of the Stockholders pursuant to this Section 2 shall be irrevocable during
the term of this Agreement to the extent permitted under Delaware law. For
purposes of this Agreement, "VOTE" shall include voting in person or by proxy in
favor of or against any action, otherwise consenting or withholding consent in
respect of any action (including, but not limited to, consenting in accordance
with Section 228 of the Delaware General Corporation Law) or taking other action
in favor of or against any action. "VOTING" shall have a correlative meaning.
3. NO VOTING TRUSTS. Each of the Stockholders agrees that they
will not, nor will they permit any entity or person under their control to,
deposit any of its Shares or New Shares (as defined in Section 6 hereof) in a
Voting trust or subject any of their Shares or New Shares to any arrangement
with respect to the Voting of such Shares or New Shares other than agreements
entered into with IMS.
4. NO PROXY SOLICITATIONS. Each of the Stockholders agrees that
such Stockholder will not, nor will such Stockholder permit any entity or person
under such Stockholder's control, (a) to solicit proxies or become a
"participant" in a "solicitation" (as such terms are defined in Regulation 14A
under the Exchange Act) in opposition to or in competition with the consummation
of the Transactions or otherwise encourage or assist any party in taking or
planning any action which would compete with, impede, interfere with or tend to
discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) to directly or indirectly encourage, initiate or cooperate in
a stockholders' Vote or action by consent of TriZetto's stockholders in
opposition to or in competition with the consummation of the Transactions or (c)
to become a member of a "group" (as such term is used in Section 13(d) of the
Exchange Act) with respect to any voting securities of TriZetto for the purpose
of opposing or competing with the consummation of the Transactions.
5. TRANSFER AND ENCUMBRANCE. On or after the date hereof and
during the term of this Agreement, each of the Stockholders agrees not to
transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any
of such Stockholder's Shares, Options or New Shares.
6. ADDITIONAL PURCHASES. Each of the Stockholders agrees that
such Stockholder will not purchase or otherwise acquire beneficial ownership (as
such term is used in Rule 13d-3 of the Exchange Act) of any shares of TriZetto
Common Stock after the execution of this Agreement, including, but not limited
to, acquisition by virtue of exercising any Option ("NEW SHARES"), nor will any
Stockholder voluntarily acquire the right to Vote or share in the Voting of any
shares of TriZetto Common Stock other than the Shares, unless such Stockholder
agrees to deliver to IMS immediately after such purchase or acquisition an
irrevocable proxy substantially in the form attached hereto as EXHIBIT D with
respect to such New Shares. Each of the Stockholders also severally agrees that
any New Shares acquired or purchased by him or her shall be subject to the terms
of this Agreement to the same extent as if they constituted Shares.
3
<PAGE>
7. SPECIFIC PERFORMANCE AND OPTION TO PURCHASE. Each party
hereto acknowledges that it will be impossible to measure in money the damage to
the other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto agrees that injunctive relief
or other equitable remedy, in addition to remedies at law or damages, is the
appropriate remedy for any such failure and will not oppose the granting of such
relief on the basis that the other party has an adequate remedy at law. Each
party hereto agrees that it will not seek, and agrees to waive any requirement
for, the securing or posting of a bond in connection with any other party's
seeking or obtaining such equitable relief.
8. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement
(including the exhibits hereto) supersedes all prior agreements, written or
oral, among the parties hereto with respect to the subject matter hereof and
contains the entire agreement among the parties with respect to the subject
matter hereof. This Agreement may not be amended, supplemented or modified, and
no provisions hereof may be modified or waived, except by an instrument in
writing signed by all the parties hereto. No waiver of any provisions hereof by
any party shall be deemed a waiver of any other provisions hereof by any such
party, nor shall any such waiver be deemed a continuing waiver of any provision
hereof by such party.
9. NOTICES. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
telecopy or like transmission and on the next business day when sent by Federal
Express, Express Mail or other reputable overnight courier service to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
If to IMS:
IMS Health Incorporated
200 Nyala Farms
Westport, Connecticut 06880
Attention: Chief Executive Officer
Telecopy: (203) 222-4247
With copies, which shall not constitute notice, to:
IMS Health Incorporated
200 Nyala Farms
Westport, Connecticut 06880
Attention: David Stevens
Jared Finkelstein
Telecopy: (203) 222-4268
4
<PAGE>
and
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attention: Alan J. Sinsheimer
Keith A. Pagnani
Telecopy: (212) 558-3588
If to a Stockholder, to the address or telecopy number set forth
for such Stockholder on the signature page hereof:
With a copy to:
The TriZetto Group, Inc.
567 San Nicolas Drive
Newport Beach, California 92660
Attention: General Counsel
Telecopy: (949) 219-2197
or to such other Persons on addresses as may be designated in writing by the
party to receive such notice as provided above.
10. MISCELLANEOUS.
(a) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND
SUBJECT TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICTS OF
LAWS PRINCIPLES.
(b) VENUE; WAIVER OF JURY TRIAL. The parties hereby irrevocably
submit to the jurisdiction of the courts of the State of Delaware and the
Federal courts of the United States of America located in the State of Delaware
solely in respect of the interpretation and enforcement of the provisions of
this Agreement and of the documents governed by Delaware law referred to in this
Agreement, and in respect of the transactions contemplated hereby, and hereby
waive, and agree not to assert, as a defense in any action, suit or proceeding
for the interpretation or enforcement hereof or of any such document, that it is
not subject thereto or that such action, suit or proceeding may not be brought
or is not maintainable in said courts or that the venue thereof may not be
appropriate or that this Agreement or any such document may not be enforced in
or by such courts, and the parties hereto irrevocably agree that all claims with
respect to such action or proceeding shall be heard and determined in such a
Delaware State or Federal court. The parties hereby consent to and grant any
such court jurisdiction over the person of such parties and over the subject
matter of such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner
5
<PAGE>
provided in Section 9 of this Agreement or in such other manner as may be
permitted by law shall be valid and sufficient service thereof.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 10 (b).
(c) SEVERABILITY. In the event that any provision of the
Agreement is held to be illegal, invalid or unenforceable in a final,
unappealable order or judgment (each such provision, an "INVALID PROVISION"),
then such provision shall be severed from this Agreement and shall be
inoperative and the parties promptly shall negotiate in good faith a lawful,
valid and enforceable provision that is as similar to the invalid provision as
may be possible and that preserves the original intentions and economic
positions of the parties as set forth herein to the maximum extent feasible,
while the remaining provisions of this Agreement shall remain binding on the
parties hereto. Without limiting the generality of the foregoing sentence, in
the event a change in any applicable law, rule or regulation makes it unlawful
for a party to comply with any of its obligations hereunder, the parties shall
negotiate in good faith a modification to such obligation to the extent
necessary to comply with such law, rule or regulation that is as similar in
terms to the original obligation as may be possible while preserving the
original intentions and economic positions of the parties as set forth herein to
the maximum extent feasible.
(d) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
(e) TERMINATION. This Agreement shall terminate upon the earliest
to occur of (i) the Closing, (ii) the termination of the Merger Agreement and
(iii) the date specified in a written agreement duly executed and delivered by
IMS and each of the Stockholders.
(f) FURTHER ASSURANCES. Each party hereto shall execute and
deliver such additional instruments and other documents and shall take such
further actions as
6
<PAGE>
may be necessary or desirable to effectuate, carry out and comply with all of
the terms of this Agreement and the transactions contemplated hereby.
(g) HEADINGS; RECITALS. All Section headings and the recitals
herein are for convenience of reference only and are not part of this Agreement,
and no construction or reference shall be derived therefrom.
(h) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS
OR IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
7
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.
IMS HEALTH INCORPORATED
By: /s/ Craig S. Kussman
--------------------------------
Name: Craig S. Kussman
Title: Senior Vice President,
Corporate Development
STOCKHOLDERS:
RAYMOND D. CROGHAN
By: /s/ Ramond D. Croghan
--------------------------------
Name: Raymond D. Croghan
Title:
Address: 7360 Island Green
Boulder, CO 80301
JEFFREY H. MARGOLIS
By: /s/ Jeffrey H. Margolis
--------------------------------
Name: Jeffrey H. Margolis
Margolis Family Trust UDT
12/23/98
Title: Grantor
Address: 567 San Nicolas Drive,
Suite 360
Newport Beach, CA 92660
JEFFREY H. MARGOLIS
By: /s/ Jeffrey H. Margolis
--------------------------------
Name: Jeffrey H. Margolis
Jeffrey H. Margolis
Irrevocable Trust
Title: Grantor
Address: 567 San Nicolas Drive,
Suite 360
Newport Beach, CA 92660
8
<PAGE>
WILLIAM E. FISHER
By: /s/ William E. Fisher
---------------------------------
Name: William E. Fisher
Title:
Address: 1304 N. 139th St.
Omaha, NE 68154
Telecopy: 402-390-8077
KFS MANAGEMENT, INC.
By: /s/ William E. Fisher
----------------------------------
Name: William E. Fisher
Title: President, KFS Management, Inc.
Address: 1304 N. 139th St.
Omaha, NE 68154
Telecopy: 402-390-8077
DANIEL J. SPIREK
By: /s/ Daniel J. Spirek
----------------------------------
Name: Daniel J. Spirek
Title: Executive Vice President
Address: 12626 Summit Ridge Rd.
Parker, CO 80138
Telecopy: 303-495-7061
9
<PAGE>
Exhibit A
STOCKHOLDERS
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
- ---- ----------------
<S> <C>
Raymond D. Croghan 3,017,681(1)
Jeffrey H. Margolis (Margolis Family Trust, UDT 12/23/98) 1,710,000(2)
Jeffrey H. Margolis (Jeffery H. Margolis Irrevocable 150,000(3)
Trust)
William E. Fisher 250,000
KFS Management, Inc. 162,595
Daniel J. Spirek 270,000(4)
</TABLE>
- --------
(1) Notwithstanding the Voting Agreement, this excludes 40,000 shares of
TriZetto Common Stock held by Raymond D. Croghan and 100,000 shares of
TriZetto Common Stock held by the Raymond Croghan Charitable Trust.
(2) Notwithstanding the Voting Agreement, this excludes 50,000 shares of
TriZetto Common Stock held by the Margolis Family Trust, UDT 12/23/98 and
150,000 shares of TriZetto Common Stock held by the Debbie Margolis
Irrevocable Trust.
(3) Notwithstanding the Voting Agreement, this excludes 50,000 shares of
TriZetto Common Stock held by the Margolis Family Trust, UDT 12/23/98 and
150,000 shares of TriZetto Common Stock held by the Debbie Margolis
Irrevocable Trust.
(4) Notwithstanding the Voting Agreement, this excludes 30,000 shares of
TriZetto Common Stock held by Daniel J. Spirek.
<PAGE>
Exhibit B
STOCKHOLDERS OPTIONS
<TABLE>
<CAPTION>
NAME OPTIONS
- ---- -------
<S> <C>
Jeffrey H. Margolis 340,000
William E. Fisher 10,000
Daniel J. Spirek 120,000
</TABLE>
<PAGE>
Exhibit C
FORM OF PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation "IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March __, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March __, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March __, 2000
--------------------------------
(Signature of Stockholder)
<PAGE>
Exhibit D
FORM OF PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote the _____________ shares
of Common Stock, par value $0.001 per share (the "NEW SHARES"), of The TriZetto
Group, Inc., a Delaware corporation ("TriZetto"), purchased or otherwise
acquired by the undersigned, or for which the undersigned has voluntarily
acquired the right to vote or share in the voting of such shares, since the
execution of the Voting Agreement, dated as of March __, 2000 (the "VOTING
AGREEMENT"), by and among certain stockholders of TriZetto, including the
undersigned, and IMS, at any meetings of stockholders of TriZetto after the date
hereof and at any adjournment or postponement thereof (each, a "TRIZETTO
MEETING") FOR approval and adoption of (a) the Agreement and Plan of
Reorganization, dated as of March __, 2000 (the "MERGER AGREEMENT"), by and
between TriZetto and IMS, and the transactions contemplated thereby, (b) the
issuance of TriZetto Common Stock to IMS stockholders pursuant to the Merger
Agreement, (c) certain amendments to TriZetto's certificate of incorporation
contemplated by the Merger Agreement and (d) a new TriZetto stock option plan in
such form and with such number of available options issuable thereunder as shall
be agreed upon by IMS and TriZetto (collectively, the "TRANSACTIONS"), and
AGAINST (a) any action or agreement that would compete with, impede, interfere
with or tend to discourage the Transactions or inhibit the timely consummation
of the Transactions, (b) any action or agreement that would result in a breach
in any material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries, and (ii) to withhold consents with respect to such
New Shares for (a) any action or agreement that would compete with, impede,
interfere with or tend to discourage the Transactions or inhibit the timely
consummation of the Transactions, (b) any action or agreement that would result
in a breach in any material respect of any covenant, representation or warranty
or any other obligation of TriZetto under the Merger Agreement, or (c) except
for the Transactions, any merger, consolidation, business combination,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of TriZetto or its subsidiaries. This proxy is coupled with an
interest and is irrevocable until such time as the Voting Agreement terminates
in accordance with its terms, at which time this proxy shall expire.
Dated , 200
---------------------- ---
--------------------------------
(Signature of Stockholder)
<PAGE>
EXHIBIT C
VOTING AGREEMENT
VOTING AGREEMENT (the "AGREEMENT"), dated as of March 28, 2000,
among the undersigned stockholders (the "STOCKHOLDERS") of The TriZetto Group,
Inc., a Delaware corporation ("TRIZETTO"), and IMS Health Incorporated, a
Delaware corporation ("IMS"). Except as otherwise provided herein, capitalized
terms that are used but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Merger Agreement (as defined below).
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, TriZetto and IMS have entered into an Agreement and Plan of
Reorganization (the "MERGER AGREEMENT"), providing for, among other things, the
merger of IMS with and into TriZetto, the issuance of shares of TriZetto Common
Stock to IMS stockholders in connection with the Merger, certain amendments to
TriZetto's certificate of incorporation as set forth in the Merger Agreement
(the "TRIZETTO CHARTER AMENDMENTS"), and a new TriZetto stock option plan (the
"STOCK OPTION PLAN") in such form and with such number of available options
issuable thereunder as shall be agreed upon by TriZetto and IMS (collectively,
the "TRANSACTIONS"), upon the terms and subject to the conditions set forth in
the Merger Agreement, and setting forth certain representations, warranties,
covenants and agreements of the parties thereto in connection with the
Transactions;
WHEREAS, the Merger Agreement contemplates the execution and
delivery of this Agreement;
WHEREAS, in order to induce IMS to enter into the Merger
Agreement, the Stockholders wish to agree (i) to deliver to IMS an irrevocable
proxy to Vote (as defined in Section 2 hereof) the Shares (as defined in Section
1 hereof) and any other shares of capital stock of TriZetto acquired hereafter
and prior to the termination of this Agreement so as to approve and adopt (a)
the Merger Agreement and the transactions contemplated thereby, (b) the issuance
of TriZetto Common Stock to IMS stockholders in connection with the Merger, (c)
the TriZetto Charter Amendments and (d) the Stock Option Plan, and (ii) not to
transfer or otherwise dispose of any of the Shares, or any other shares of
capital stock of TriZetto acquired hereafter and prior to the termination of
this Agreement except in accordance with this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. REPRESENTATIONS OF STOCKHOLDERS. Each of the Stockholders
represents and warrants to IMS that (a) such Stockholder lawfully owns
beneficially (as such term is defined in Rule 13d-3 of the Exchange Act) and of
record each of the shares of Common Stock, par value $0.001 per share, of
TriZetto (the "TRIZETTO COMMON STOCK"), set forth opposite such Stockholder's
name on EXHIBIT A hereto (such Stockholder's "SHARES") free and clear of all
liens, claims, charges, security interests or other encumbrances and,
<PAGE>
except for this Agreement and the Merger Agreement, there are no options,
warrants or other rights, agreements, arrangements or commitments of any
character to which such Stockholder is a party relating to the pledge,
disposition or Voting of any shares of capital stock of TriZetto and there are
no Voting trusts or Voting agreements with respect to such Shares, (b) such
Stockholder does not beneficially own (as such term is used in Rule 13d-3 of the
Exchange Act) any shares of TriZetto Common Stock other than such Shares and
does not have any options, warrants or other rights to acquire any additional
shares of capital stock of TriZetto or any security exercisable for or
convertible into shares of capital stock of TriZetto other than those options,
warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B
hereto (such Stockholder's "OPTIONS") and each Stockholder represents and
warrants that such Stockholder shall not exercise any such Options prior to the
termination of this Agreement except in accordance with Section 6 of this
Agreement, (c) such Stockholder has full power and authority and has taken all
actions necessary to enter into, execute and deliver this Agreement and to
perform fully such Stockholder's obligations hereunder and this Agreement has
been duly executed and delivered and constitutes the legal, valid and binding
obligation of such Stockholder enforceable against such Stockholder in
accordance with its terms, subject to the Bankruptcy and Equity Exception, (d)
other than filings under the Exchange Act, no notices, reports or other filings
are required to be made by such Stockholder with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by
such Stockholder from, any Governmental Entity, in connection with the execution
and delivery of this Agreement by such Stockholder, and (e) the execution,
delivery and performance of this Agreement by such Stockholder does not, and the
consummation by such Stockholder of the transactions contemplated hereby will
not, violate, conflict with or constitute a breach of, or a default under, the
certificate of incorporation or by-laws of such Stockholder or any or their
comparable governing instruments (if such Stockholder is not a natural person)
or result in a violation or breach of, or constitute (with or without due notice
or lapse of time or both) a default (or give rise to any right of termination,
cancellation, modification or acceleration) (whether after the giving of or the
passage of time of both) under any contract to which such Stockholder is a party
or which is binding on it or its assets and will not result in the creation of
any lien on, or security interest in, any of the assets on properties of such
Stockholder.
2. AGREEMENT TO DELIVER PROXY. Each of the Stockholders agrees
to deliver to IMS on the date hereof an irrevocable proxy substantially in the
form attached hereto as EXHIBIT C to Vote such Stockholder's Shares (a) in favor
of approval and adoption of the Merger Agreement, the Merger and the
transactions contemplated thereby, the issuance of TriZetto Common Stock to IMS
stockholders pursuant to the Merger Agreement, the TriZetto Charter Amendments
and the Stock Option Plan at any meeting of the stockholders of TriZetto at
which such matters are considered and at every adjournment or postponement
thereof, (b) against any action or agreement that would compete with, impede,
interfere with or tend to discourage the Transactions or inhibit the timely
consummation of the Transactions, (c) against any action or agreement that would
result in a breach in any material respect of any covenant, representation or
warranty or any other obligation of TriZetto under the Merger Agreement and (d)
except for the Transactions, against any merger, consolidation, business
combination, reorganization,
<PAGE>
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or the TriZetto Subsidiaries. The proxy delivered by each of the
Stockholders pursuant to this Section 2 shall be irrevocable during the term of
this Agreement to the extent permitted under Delaware law. For purposes of this
Agreement, "VOTE" shall include voting in person or by proxy in favor of or
against any action, otherwise consenting or withholding consent in respect of
any action (including, but not limited to, consenting in accordance with Section
228 of the Delaware General Corporation Law) or taking other action in favor of
or against any action. "VOTING" shall have a correlative meaning.
3. NO VOTING TRUSTS. Each of the Stockholders agrees that they
will not, nor will they permit any entity or person under their control to,
deposit any of its Shares or New Shares (as defined in Section 6 hereof) in a
Voting trust or subject any of their Shares or New Shares to any arrangement
with respect to the Voting of such Shares or New Shares other than agreements
entered into with IMS.
4. NO PROXY SOLICITATIONS. Each of the Stockholders agrees that
such Stockholder will not, nor will such Stockholder permit any entity or person
under such Stockholder's control, (a) to solicit proxies or become a
"participant" in a "solicitation" (as such terms are defined in Regulation 14A
under the Exchange Act) in opposition to or in competition with the consummation
of the Transactions or otherwise encourage or assist any party in taking or
planning any action which would compete with, impede, interfere with or tend to
discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) to directly or indirectly encourage, initiate or cooperate in
a stockholders' Vote or action by consent of TriZetto's stockholders in
opposition to or in competition with the consummation of the Transactions or (c)
to become a member of a "group" (as such term is used in Section 13(d) of the
Exchange Act) with respect to any voting securities of TriZetto for the purpose
of opposing or competing with the consummation of the Transactions.
5. TRANSFER AND ENCUMBRANCE. On or after the date hereof and
during the term of this Agreement, each of the Stockholders agrees not to
transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any
of such Stockholder's Shares, Options or New Shares; PROVIDED, that a
Stockholder may transfer such Stockholder's Shares or New Shares if, prior to
such transfer, the transferee of such Shares or New Shares, as applicable, shall
have executed for the benefit of IMS, a legally binding instrument pursuant to
which such transferee agrees to assume all of such Stockholder's obligations
under this Agreement, including the delivery of an irrevocable proxy to IMS
substantially in the form attached hereto as EXHIBIT C with respect to such
transferred Shares or New Shares, as applicable.
6. ADDITIONAL PURCHASES. Each of the Stockholders agrees that
such Stockholder will not purchase or otherwise acquire beneficial ownership (as
such term is used in Rule 13d-3 of the Exchange Act) of any shares of TriZetto
Common Stock after the execution of this Agreement, including, but not limited
to, acquisition by virtue of exercising any Option ("NEW SHARES"), nor will any
Stockholder voluntarily acquire the right to Vote or share in the Voting of any
shares of TriZetto Common Stock other than the Shares, unless such Stockholder
agrees to deliver to IMS immediately after such
<PAGE>
purchase or acquisition an irrevocable proxy substantially in the form attached
hereto as EXHIBIT D with respect to such New Shares. Each of the Stockholders
also severally agrees that any New Shares acquired or purchased by him or her
shall be subject to the terms of this Agreement to the same extent as if they
constituted Shares.
7. SPECIFIC PERFORMANCE AND OPTION TO PURCHASE. Each party
hereto acknowledges that it will be impossible to measure in money the damage to
the other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto agrees that injunctive relief
or other equitable remedy, in addition to remedies at law or damages, is the
appropriate remedy for any such failure and will not oppose the granting of such
relief on the basis that the other party has an adequate remedy at law. Each
party hereto agrees that it will not seek, and agrees to waive any requirement
for, the securing or posting of a bond in connection with any other party's
seeking or obtaining such equitable relief.
8. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement
(including the exhibits hereto) supersedes all prior agreements, written or
oral, among the parties hereto with respect to the subject matter hereof and
contains the entire agreement among the parties with respect to the subject
matter hereof. This Agreement may not be amended, supplemented or modified, and
no provisions hereof may be modified or waived, except by an instrument in
writing signed by all the parties hereto. No waiver of any provisions hereof by
any party shall be deemed a waiver of any other provisions hereof by any such
party, nor shall any such waiver be deemed a continuing waiver of any provision
hereof by such party.
9. NOTICES. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
telecopy or like transmission and on the next business day when sent by Federal
Express, Express Mail or other reputable overnight courier service to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
If to IMS:
IMS Health Incorporated
200 Nyala Farms
Westport, Connecticut 06880
Attention: Chief Executive Officer
Telecopy: (203)222-4247
With copies, which shall not constitute notice, to:
IMS Health Incorporated
200 Nyala Farms
Westport, Connecticut 06880
<PAGE>
Attention: David Stevens
Jared Finkelstein
Telecopy: (203)222-4268
and
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attention: Alan J. Sinsheimer
Keith A. Pagnani
Telecopy: (212) 558-3588
If to a Stockholder, to the address or telecopy number set forth
for such Stockholder on the signature page hereof:
With a copy to:
The TriZetto Group, Inc.
567 San Nicolas Drive
Newport Beach, California 92660
Attention: General Counsel
Telecopy: (949) 219-2197
or to such other Persons on addresses as may be designated in writing by the
party to receive such notice as provided above.
10. MISCELLANEOUS.
(a) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND
SUBJECT TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICTS OF
LAWS PRINCIPLES.
(b) VENUE; WAIVER OF JURY TRIAL. The parties hereby irrevocably
submit to the jurisdiction of the courts of the State of Delaware and the
Federal courts of the United States of America located in the State of Delaware
solely in respect of the interpretation and enforcement of the provisions of
this Agreement and of the documents governed by Delaware law referred to in this
Agreement, and in respect of the transactions contemplated hereby, and hereby
waive, and agree not to assert, as a defense in any action, suit or proceeding
for the interpretation or enforcement hereof or of any such document, that it is
not subject thereto or that such action, suit or proceeding may not be brought
or is not maintainable in said courts or that the venue thereof may not be
appropriate or that this Agreement or any such document may not be enforced in
or by such courts, and the parties hereto irrevocably agree that all claims with
respect to such action or proceeding shall be heard and determined in such a
Delaware State or Federal
<PAGE>
court. The parties hereby consent to and grant any such court jurisdiction over
the person of such parties and over the subject matter of such dispute and agree
that mailing of process or other papers in connection with any such action or
proceeding in the manner provided in Section 9 of this Agreement or in such
other manner as may be permitted by law shall be valid and sufficient service
thereof.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 10 (b).
(c) SEVERABILITY. In the event that any provision of the
Agreement is held to be illegal, invalid or unenforceable in a final,
unappealable order or judgment (each such provision, an "INVALID PROVISION"),
then such provision shall be severed from this Agreement and shall be
inoperative and the parties promptly shall negotiate in good faith a lawful,
valid and enforceable provision that is as similar to the invalid provision as
may be possible and that preserves the original intentions and economic
positions of the parties as set forth herein to the maximum extent feasible,
while the remaining provisions of this Agreement shall remain binding on the
parties hereto. Without limiting the generality of the foregoing sentence, in
the event a change in any applicable law, rule or regulation makes it unlawful
for a party to comply with any of its obligations hereunder, the parties shall
negotiate in good faith a modification to such obligation to the extent
necessary to comply with such law, rule or regulation that is as similar in
terms to the original obligation as may be possible while preserving the
original intentions and economic positions of the parties as set forth herein to
the maximum extent feasible.
(d) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
(e) TERMINATION. This Agreement shall terminate upon the earliest
to occur of (i) the Closing, (ii) the termination of the Merger Agreement and
(iii) the date specified in a written agreement duly executed and delivered by
IMS and each of the Stockholders.
<PAGE>
(f) FURTHER ASSURANCES. Each party hereto shall execute and
deliver such additional instruments and other documents and shall take such
further actions as may be necessary or desirable to effectuate, carry out and
comply with all of the terms of this Agreement and the transactions contemplated
hereby.
(g) HEADINGS; RECITALS. All Section headings and the recitals
herein are for convenience of reference only and are not part of this Agreement,
and no construction or reference shall be derived therefrom.
(h) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS
OR IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.
IMS HEALTH INCORPORATED
By: /s/ Craig S. Kussman
---------------------
Name: Craig S. Kussman
Title: Senior Vice President,
Corporate Development
STOCKHOLDER:
DELPHI VENTURES IV, L.P.
By: Delphi Management Partners IV, LLC,
General Partner
By: /s/ Donald J. Lothrop
---------------------
Name: Donald J. Lothrop
Title: Managing Member of Delphi
Management Partners IV,
LLC, General Partner
Address: 300 Sand Hill Road
Building One
Menlo Park, CA 94025
<PAGE>
Exhibit A
STOCKHOLDERS
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
- ---- ----------------
<S> <C>
Delphi Ventures IV, L.P. 2,680,746(1)
</TABLE>
- --------
(1) Notwithstanding the Voting Agreement, this excludes 55,268 shares of
TriZetto Common Stock held by Delphi BioInvestments IV, L.P.
<PAGE>
Exhibit B
STOCKHOLDERS OPTIONS
<TABLE>
<CAPTION>
NAME OPTIONS
- ---- -------
<S> <C>
</TABLE>
<PAGE>
Exhibit C
FORM OF PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March __, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March __, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March __, 2000
--------------------------------
(Signature of Stockholder)
<PAGE>
Exhibit D
FORM OF PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote the _____________ shares
of Common Stock, par value $0.001 per share (the "NEW SHARES"), of The TriZetto
Group, Inc., a Delaware corporation ("TriZetto"), purchased or otherwise
acquired by the undersigned, or for which the undersigned has voluntarily
acquired the right to vote or share in the voting of such shares, since the
execution of the Voting Agreement, dated as of March __, 2000 (the "VOTING
AGREEMENT"), by and among certain stockholders of TriZetto, including the
undersigned, and IMS, at any meetings of stockholders of TriZetto after the date
hereof and at any adjournment or postponement thereof (each, a "TRIZETTO
MEETING") FOR approval and adoption of (a) the Agreement and Plan of
Reorganization, dated as of March __, 2000 (the "MERGER AGREEMENT"), by and
between TriZetto and IMS, and the transactions contemplated thereby, (b) the
issuance of TriZetto Common Stock to IMS stockholders pursuant to the Merger
Agreement, (c) certain amendments to TriZetto's certificate of incorporation
contemplated by the Merger Agreement and (d) a new TriZetto stock option plan in
such form and with such number of available options issuable thereunder as shall
be agreed upon by IMS and TriZetto (collectively, the "TRANSACTIONS"), and
AGAINST (a) any action or agreement that would compete with, impede, interfere
with or tend to discourage the Transactions or inhibit the timely consummation
of the Transactions, (b) any action or agreement that would result in a breach
in any material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries, and (ii) to withhold consents with respect to such
New Shares for (a) any action or agreement that would compete with, impede,
interfere with or tend to discourage the Transactions or inhibit the timely
consummation of the Transactions, (b) any action or agreement that would result
in a breach in any material respect of any covenant, representation or warranty
or any other obligation of TriZetto under the Merger Agreement, or (c) except
for the Transactions, any merger, consolidation, business combination,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of TriZetto or its subsidiaries. This proxy is coupled with an
interest and is irrevocable until such time as the Voting Agreement terminates
in accordance with its terms, at which time this proxy shall expire.
Dated ____________________, 200_
--------------------------------
(Signature of Stockholder)
<PAGE>
EXHIBIT D
VOTING AGREEMENT
VOTING AGREEMENT (the "AGREEMENT"), dated as of March 28, 2000,
among the undersigned stockholders (the "STOCKHOLDERS") of The TriZetto Group,
Inc., a Delaware corporation ("TRIZETTO"), and IMS Health Incorporated, a
Delaware corporation ("IMS"). Except as otherwise provided herein, capitalized
terms that are used but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Merger Agreement (as defined below). In
the case of Fidelity Ventures, Limited, Fidelity Investors Limited Partnership
and Fidelity Investors II Limited Partnership (collectively, the "Fidelity
Entities"), all references to "Stockholder" shall include only the Fidelity
Entities and shall not include FMR Corp. and its other subsidiaries and
affiliates; Fidelity International Limited and its subsidiaries and affiliates;
directors and officers of FMR Corp. and Fidelity International Limited and their
respective subsidiaries and affiliates; Edward C. Johnson 3d and members of his
family and trusts for their benefit; and any accounts over which FMR Corp. or
Fidelity International Limited or their respective subsidiaries and affiliates
have investment management or advisory responsibilities, including any of the
Fidelity Investments mutual funds.
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, TriZetto and IMS have entered into an Agreement and Plan of
Reorganization (the "MERGER AGREEMENT"), providing for, among other things, the
merger of IMS with and into TriZetto, the issuance of shares of TriZetto Common
Stock to IMS stockholders in connection with the Merger, certain amendments to
TriZetto's certificate of incorporation as set forth in the Merger Agreement
(the "TRIZETTO CHARTER AMENDMENTS"), and a new TriZetto stock option plan (the
"STOCK OPTION PLAN") in such form and with such number of available options
issuable thereunder as shall be agreed upon by TriZetto and IMS (collectively,
the "TRANSACTIONS"), upon the terms and subject to the conditions set forth in
the Merger Agreement, and setting forth certain representations, warranties,
covenants and agreements of the parties thereto in connection with the
Transactions;
WHEREAS, the Merger Agreement contemplates the execution and
delivery of this Agreement;
WHEREAS, in order to induce IMS to enter into the Merger
Agreement, the Stockholders wish to agree (i) to deliver to IMS an irrevocable
proxy to Vote (as defined in Section 2 hereof) the Shares (as defined in Section
1 hereof) and any other shares of capital stock of TriZetto acquired hereafter
and prior to the termination of this Agreement so as to approve and adopt (a)
the Merger Agreement and the transactions contemplated thereby, (b) the issuance
of TriZetto Common Stock to IMS stockholders in connection with the Merger, (c)
the TriZetto Charter Amendments and (d) the Stock Option Plan, and (ii) not to
transfer or otherwise dispose of any of the Shares, or any other shares of
capital stock of TriZetto acquired hereafter and prior to the termination of
this Agreement except in accordance with this Agreement.
<PAGE>
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. REPRESENTATIONS OF STOCKHOLDERS. Each of the Stockholders
represents and warrants to IMS that (a) such Stockholder lawfully owns
beneficially (as such term is defined in Rule 13d-3 of the Exchange Act) and of
record each of the shares of Common Stock, par value $0.001 per share, of
TriZetto (the "TRIZETTO COMMON STOCK"), set forth opposite such Stockholder's
name on EXHIBIT A hereto (such Stockholder's "SHARES") free and clear of all
liens, claims, charges, security interests or other encumbrances and, except for
this Agreement and the Merger Agreement, there are no options, warrants or other
rights, agreements, arrangements or commitments of any character to which such
Stockholder is a party relating to the pledge, disposition or Voting of any
shares of capital stock of TriZetto and there are no Voting trusts or Voting
agreements with respect to such Shares, (b) such Stockholder does not
beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any
shares of TriZetto Common Stock other than such Shares and does not have any
options, warrants or other rights to acquire any additional shares of capital
stock of TriZetto or any security exercisable for or convertible into shares of
capital stock of TriZetto other than those options, warrants or other rights set
forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's
"OPTIONS") and each Stockholder represents and warrants that such Stockholder
shall not exercise any such Options prior to the termination of this Agreement
except in accordance with Section 6 of this Agreement, (c) such Stockholder has
full power and authority and has taken all actions necessary to enter into,
execute and deliver this Agreement and to perform fully such Stockholder's
obligations hereunder and this Agreement has been duly executed and delivered
and constitutes the legal, valid and binding obligation of such Stockholder
enforceable against such Stockholder in accordance with its terms, subject to
the Bankruptcy and Equity Exception, (d) other than filings under the Exchange
Act, no notices, reports or other filings are required to be made by such
Stockholder with, nor are any consents, registrations, approvals, permits or
authorizations required to be obtained by such Stockholder from, any
Governmental Entity, in connection with the execution and delivery of this
Agreement by such Stockholder, and (e) the execution, delivery and performance
of this Agreement by such Stockholder does not, and the consummation by such
Stockholder of the transactions contemplated hereby will not, violate, conflict
with or constitute a breach of, or a default under, the certificate of
incorporation or by-laws of such Stockholder or any or their comparable
governing instruments (if such Stockholder is not a natural person) or result in
a violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation,
modification or acceleration) (whether after the giving of or the passage of
time of both) under any contract to which such Stockholder is a party or which
is binding on it or its assets and will not result in the creation of any lien
on, or security interest in, any of the assets on properties of such
Stockholder.
2. AGREEMENT TO DELIVER PROXY. Each of the Stockholders agrees
to deliver to IMS on the date hereof an irrevocable proxy substantially in the
form attached hereto as EXHIBIT C to Vote such Stockholder's Shares (a) in favor
of approval and
<PAGE>
adoption of the Merger Agreement, the Merger and the transactions contemplated
thereby, the issuance of TriZetto Common Stock to IMS stockholders pursuant to
the Merger Agreement, the TriZetto Charter Amendments and the Stock Option Plan
at any meeting of the stockholders of TriZetto at which such matters are
considered and at every adjournment or postponement thereof, (b) against any
action or agreement that would compete with, impede, interfere with or tend to
discourage the Transactions or inhibit the timely consummation of the
Transactions, (c) against any action or agreement that would result in a breach
in any material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement and (d) except for the
Transactions, against any merger, consolidation, business combination,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of TriZetto or the TriZetto Subsidiaries. The proxy delivered by
each of the Stockholders pursuant to this Section 2 shall be irrevocable during
the term of this Agreement to the extent permitted under Delaware law. For
purposes of this Agreement, "VOTE" shall include voting in person or by proxy in
favor of or against any action, otherwise consenting or withholding consent in
respect of any action (including, but not limited to, consenting in accordance
with Section 228 of the Delaware General Corporation Law) or taking other action
in favor of or against any action. "VOTING" shall have a correlative meaning.
3. NO VOTING TRUSTS. Each of the Stockholders agrees that they
will not, nor will they permit any entity or person under their control to,
deposit any of its Shares or New Shares (as defined in Section 6 hereof) in a
Voting trust or subject any of their Shares or New Shares to any arrangement
with respect to the Voting of such Shares or New Shares other than agreements
entered into with IMS.
4. NO PROXY SOLICITATIONS. Each of the Stockholders agrees that
such Stockholder will not, nor will such Stockholder permit any entity or person
under such Stockholder's control, (a) to solicit proxies or become a
"participant" in a "solicitation" (as such terms are defined in Regulation 14A
under the Exchange Act) in opposition to or in competition with the consummation
of the Transactions or otherwise encourage or assist any party in taking or
planning any action which would compete with, impede, interfere with or tend to
discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) to directly or indirectly encourage, initiate or cooperate in
a stockholders' Vote or action by consent of TriZetto's stockholders in
opposition to or in competition with the consummation of the Transactions or (c)
to become a member of a "group" (as such term is used in Section 13(d) of the
Exchange Act) with respect to any voting securities of TriZetto for the purpose
of opposing or competing with the consummation of the Transactions.
5. TRANSFER AND ENCUMBRANCE. On or after the date hereof and
during the term of this Agreement, each of the Stockholders agrees not to
transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any
of such Stockholder's Shares, Options or New Shares; PROVIDED, that a
Stockholder may transfer such Stockholder's Shares or New Shares if, prior to
such transfer, the transferee of such Shares or New Shares, as applicable, shall
have executed for the benefit of IMS, a legally binding instrument pursuant to
which such transferee agrees to assume all of such Stockholder's obligations
under this Agreement, including the delivery of an irrevocable proxy to IMS
<PAGE>
substantially in the form attached hereto as EXHIBIT C with respect to such
transferred Shares or New Shares, as applicable.
6. ADDITIONAL PURCHASES. Each of the Stockholders agrees that
such Stockholder will not purchase or otherwise acquire beneficial ownership (as
such term is used in Rule 13d-3 of the Exchange Act) of any shares of TriZetto
Common Stock after the execution of this Agreement, including, but not limited
to, acquisition by virtue of exercising any Option ("NEW SHARES"), nor will any
Stockholder voluntarily acquire the right to Vote or share in the Voting of any
shares of TriZetto Common Stock other than the Shares, unless such Stockholder
agrees to deliver to IMS immediately after such purchase or acquisition an
irrevocable proxy substantially in the form attached hereto as EXHIBIT D with
respect to such New Shares. Each of the Stockholders also severally agrees that
any New Shares acquired or purchased by him or her shall be subject to the terms
of this Agreement to the same extent as if they constituted Shares.
7. SPECIFIC PERFORMANCE AND OPTION TO PURCHASE. Each party
hereto acknowledges that it will be impossible to measure in money the damage to
the other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto agrees that injunctive relief
or other equitable remedy, in addition to remedies at law or damages, is the
appropriate remedy for any such failure and will not oppose the granting of such
relief on the basis that the other party has an adequate remedy at law. Each
party hereto agrees that it will not seek, and agrees to waive any requirement
for, the securing or posting of a bond in connection with any other party's
seeking or obtaining such equitable relief.
8. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement
(including the exhibits hereto) supersedes all prior agreements, written or
oral, among the parties hereto with respect to the subject matter hereof and
contains the entire agreement among the parties with respect to the subject
matter hereof. This Agreement may not be amended, supplemented or modified, and
no provisions hereof may be modified or waived, except by an instrument in
writing signed by all the parties hereto. No waiver of any provisions hereof by
any party shall be deemed a waiver of any other provisions hereof by any such
party, nor shall any such waiver be deemed a continuing waiver of any provision
hereof by such party.
9. NOTICES. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
telecopy or like transmission and on the next business day when sent by Federal
Express, Express Mail or other reputable overnight courier service to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
If to IMS:
IMS Health Incorporated
<PAGE>
200 Nyala Farms
Westport, Connecticut 06880
Attention: Chief Executive Officer
Telecopy: (203)222-4247
With copies, which shall not constitute notice, to:
IMS Health Incorporated
200 Nyala Farms
Westport, Connecticut 06880
Attention: David Stevens
Jared Finkelstein
Telecopy: (203)222-4268
and
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attention: Alan J. Sinsheimer
Keith A. Pagnani
Telecopy: (212) 558-3588
If to a Stockholder, to the address or telecopy number set forth
for such Stockholder on the signature page hereof:
With a copy to:
The TriZetto Group, Inc.
567 San Nicolas Drive
Newport Beach, California 92660
Attention: General Counsel
Telecopy: (949) 219-2197
or to such other Persons on addresses as may be designated in writing by the
party to receive such notice as provided above.
10. MISCELLANEOUS.
(a) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND
SUBJECT TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICTS OF
LAWS PRINCIPLES.
(b) VENUE; WAIVER OF JURY TRIAL. The parties hereby irrevocably
submit to the jurisdiction of the courts of the State of Delaware and the
<PAGE>
Federal courts of the United States of America located in the State of Delaware
solely in respect of the interpretation and enforcement of the provisions of
this Agreement and of the documents governed by Delaware law referred to in this
Agreement, and in respect of the transactions contemplated hereby, and hereby
waive, and agree not to assert, as a defense in any action, suit or proceeding
for the interpretation or enforcement hereof or of any such document, that it is
not subject thereto or that such action, suit or proceeding may not be brought
or is not maintainable in said courts or that the venue thereof may not be
appropriate or that this Agreement or any such document may not be enforced in
or by such courts, and the parties hereto irrevocably agree that all claims with
respect to such action or proceeding shall be heard and determined in such a
Delaware State or Federal court. The parties hereby consent to and grant any
such court jurisdiction over the person of such parties and over the subject
matter of such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in Section
9 of this Agreement or in such other manner as may be permitted by law shall be
valid and sufficient service thereof.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 10 (b).
(c) SEVERABILITY. In the event that any provision of the
Agreement is held to be illegal, invalid or unenforceable in a final,
unappealable order or judgment (each such provision, an "INVALID PROVISION"),
then such provision shall be severed from this Agreement and shall be
inoperative and the parties promptly shall negotiate in good faith a lawful,
valid and enforceable provision that is as similar to the invalid provision as
may be possible and that preserves the original intentions and economic
positions of the parties as set forth herein to the maximum extent feasible,
while the remaining provisions of this Agreement shall remain binding on the
parties hereto. Without limiting the generality of the foregoing sentence, in
the event a change in any applicable law, rule or regulation makes it unlawful
for a party to comply with any of its obligations hereunder, the parties shall
negotiate in good faith a modification to such obligation to the extent
necessary to comply with such law, rule or regulation that is as similar in
terms to the original obligation as may be possible while preserving the
original intentions and economic positions of the parties as set forth herein to
the maximum extent feasible.
<PAGE>
(d) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
(e) TERMINATION. This Agreement shall terminate upon the earliest
to occur of (i) the Closing, (ii) the termination of the Merger Agreement and
(iii) the date specified in a written agreement duly executed and delivered by
IMS and each of the Stockholders, PROVIDED, however, that with respect to the
Fidelity Entities this Agreement shall terminate upon the earliest to occur of
(i) the Closing, (ii) the termination of the Merger Agreement, (iii) the date
180 days after the date of this Agreement, and (iv) the date specified in a
written agreement duly executed and delivered by IMS and the Fidelity Entities.
(f) FURTHER ASSURANCES. Each party hereto shall execute and
deliver such additional instruments and other documents and shall take such
further actions as may be necessary or desirable to effectuate, carry out and
comply with all of the terms of this Agreement and the transactions contemplated
hereby.
(g) HEADINGS; RECITALS. All Section headings and the recitals
herein are for convenience of reference only and are not part of this Agreement,
and no construction or reference shall be derived therefrom.
(h) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS
OR IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.
IMS HEALTH INCORPORATED
By: /s/ Craig S. Kussman
------------------------------
Name: Craig S. Kussman
Title: Senior Vice President,
Corporate Development
STOCKHOLDERS:
FIDELITY VENTURES LIMITED
By: /s/ John J. Remondi
------------------------------
Name: John J. Remondi
Title: Vice President
Address: 82 Devonshire St.
Boston, MA 02109
FIDELITY INVESTORS LIMITED PARTNERSHIP
By: Fidelity Investors Management LLC,
General Partner
By: /s/ John J. Remondi
-------------------------------
Name: John J. Remondi
Title: President
Address: 82 Devonshire St.
Boston, MA 02109
FIDELITY INVESTORS II LIMITED PARTNERSHIP
By: Fidelity Investors Management LLC,
General Partner
By: /s/ John J. Remondi
-------------------------------
Name: John J. Remondi
Title: President
Address: 82 Devonshire St.
Boston, MA 02109
<PAGE>
Exhibit A
STOCKHOLDERS
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
- ---- ----------------
<S> <C>
Fidelity Venture Limited 1,289,336
Fidelity Investors Limited Partnership 874,126
Fidelity Investors II Limited Partnership 415,210
</TABLE>
<PAGE>
Exhibit B
STOCKHOLDERS OPTIONS
<TABLE>
<CAPTION>
NAME OPTIONS
- ---- -------
<S> <C>
</TABLE>
<PAGE>
Exhibit C
FORM OF PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March __, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March __, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March __, 2000
--------------------------------
(Signature of Stockholder)
<PAGE>
Exhibit D
FORM OF PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote the _____________ shares
of Common Stock, par value $0.001 per share (the "NEW SHARES"), of The TriZetto
Group, Inc., a Delaware corporation ("TRIZETTO"), purchased or otherwise
acquired by the undersigned, or for which the undersigned has voluntarily
acquired the right to vote or share in the voting of such shares, since the
execution of the Voting Agreement, dated as of March __, 2000 (the "VOTING
AGREEMENT"), by and among certain stockholders of TriZetto, including the
undersigned, and IMS, at any meetings of stockholders of TriZetto after the date
hereof and at any adjournment or postponement thereof (each, a "TRIZETTO
MEETING") FOR approval and adoption of (a) the Agreement and Plan of
Reorganization, dated as of March __, 2000 (the "MERGER AGREEMENT"), by and
between TriZetto and IMS, and the transactions contemplated thereby, (b) the
issuance of TriZetto Common Stock to IMS stockholders pursuant to the Merger
Agreement, (c) certain amendments to TriZetto's certificate of incorporation
contemplated by the Merger Agreement and (d) a new TriZetto stock option plan in
such form and with such number of available options issuable thereunder as shall
be agreed upon by IMS and TriZetto (collectively, the "TRANSACTIONS"), and
AGAINST (a) any action or agreement that would compete with, impede, interfere
with or tend to discourage the Transactions or inhibit the timely consummation
of the Transactions, (b) any action or agreement that would result in a breach
in any material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries, and (ii) to withhold consents with respect to such
New Shares for (a) any action or agreement that would compete with, impede,
interfere with or tend to discourage the Transactions or inhibit the timely
consummation of the Transactions, (b) any action or agreement that would result
in a breach in any material respect of any covenant, representation or warranty
or any other obligation of TriZetto under the Merger Agreement, or (c) except
for the Transactions, any merger, consolidation, business combination,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of TriZetto or its subsidiaries. This proxy is coupled with an
interest and is irrevocable until such time as the Voting Agreement terminates
in accordance with its terms, at which time this proxy shall expire.
Dated ____________________, 200_
--------------------------------
(Signature of Stockholder)
<PAGE>
EXHIBIT E
PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March 28, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March 28, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March 28, 2000
Raymond D. Croghan
/s/ Raymond D. Croghan
-------------------------
(Signature of Stockholder)
<PAGE>
PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March 28, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March 28, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March 28, 2000
Jeffrey H. Margolis
Margolis Family Trust, UDT 12/23/98
/s/ Jeffrey H. Margolis
--------------------------
(Signature of Stockholder)
<PAGE>
PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March 28, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March 28, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March 28, 2000
Jeffrey H. Margolis
Jeffrey H. Margolis Irrevocable Trust
/s/ Jeffrey H. Margolis
---------------------------
(Signature of Stockholder)
<PAGE>
PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March 28, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March 28, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March 28, 2000
William E. Fisher
/s/ William E. Fisher
-----------------------
(Signature of Stockholder)
<PAGE>
PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March 28, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March 28, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March 28, 2000
KFS Management, Inc.
William E. Fisher, President
/s/ William E. Fisher
------------------------
(Signature of Stockholder)
<PAGE>
PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March 28, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March 28, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March 28, 2000
Daniel J. Spirek
/s/ Daniel J. Spirek
--------------------------
(Signature of Stockholder)
<PAGE>
PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March 28, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March 28, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March 28, 2000
Delphi Ventures IV L.P.
Delphi Management Partners IV, LLC,
General Partner
Donald J. Lothrop, Managing Member of
General Partner
/s/ Donald J. Lothrop
-------------------------
(Signature of Stockholder)
<PAGE>
PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March 28, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March 28, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March 28, 2000
Fidelity Ventures Limited
John J. Remondi, Vice President
/s/ John J. Remondi
--------------------------
(Signature of Stockholder)
<PAGE>
PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March 28, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March 28, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March 28, 2000
Fidelity Investors Limited Partnership
Fidelity Investors Management, LLC,
General Partner
John J. Remondi, President
/s/ John J. Remondi
--------------------------
(Signature of Stockholder)
<PAGE>
PROXY
The undersigned, for consideration received, hereby appoints
Victoria Fash or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share, of The TriZetto Group, Inc., a Delaware
corporation ("TRIZETTO"), owned by the undersigned (the "SHARES") as of the date
hereof at any meetings of stockholders of TriZetto after the date hereof and at
any adjournment or postponement thereof (each, a "TRIZETTO MEETING") FOR
approval and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March 28, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (b) any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of TriZetto under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. This proxy is coupled with an interest, revokes
all prior proxies granted by the undersigned and is irrevocable until such time
as the Voting Agreement, dated as of March 28, 2000, among certain stockholders
of TriZetto, including the undersigned, and IMS, terminates in accordance with
its terms, at which time this proxy shall expire.
Dated March 28, 2000
Fidelity Investors II Limited Partnership
Fidelity Investors Management, LLC,
General Partner
John J. Remondi, President
/s/ John J. Remondi
-------------------------
(Signature of Stockholder)
<PAGE>
EXHIBIT F
PARTNERS OF FIDELITY VENTURES LIMITED
AND DIRECTORS AND EXECUTIVE OFFICERS THEREOF
Fidelity Ventures Limited ("FVL"), a private equity concern, is a limited
partnership of which Fidelity Capital Associates, Inc. ("FCA") is the general
partner and a wholly owned subsidiary of FMR Corp., a diversified financial
services company. FMR Corp. is the limited partner of FVL and holds a majority
interest in FVL. The following table sets forth the name and present principal
occupation or employment, and material occupations, positions, offices or
employment of the directors and executive officers of FCA and FMR Corp. Each
person is a citizen of the United States (except Mr. Kelly, who is a citizen of
Canada), with a principal business address of 82 Devonshire Street, Boston, MA
02109. To the knowledge of IMS Health Incorporated, none of the individuals set
forth below has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years. None of the
individuals set forth below has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction during the last five years as a
result of which any such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
<S> <C>
FIDELITY CAPITAL ASSOCIATES, INC.
- ---------------------------------
William R. Elfers Vice President of FCA. Managing Director of Fidelity
Ventures and Chairman and Chief Executive Officer of
Community Newspaper Company.
George K. Hertz Vice President of FCA. Managing Director of Fidelity
Ventures.
Timothy T. Hilton President and Director of FCA. President of Fidelity
Ventures
Robert E. Ketterson Jr Vice President of FCA. Vice President of Fidelity
Ventures.
Peter Mann Vice President of FCA.
Stephen G. Manning Chief Financial Officer and Vice President of FCA.
Paul L. Mucci Vice President of FCA.
John J. Remondi Vice President and Director of FCA. President of
Fidelity Investors Management LLC. Managing Director
of Fidelity Ventures.
Laurel M. Watts Vice President of FCA. Chief Administrative Officer
of Fidelity Capital.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
<S> <C>
FMR CORP.
- ---------
Stephen P. Akin President of Fidelity Capital.
J. Gary Burkhead Vice Chairman and Director of FMR Corp.
William L. Byrnes Director of FMR Corp.
James C. Curvey President and Chief Operating Officer of FMR Corp.
and Director of FMR Corp.
Steven E. Elterich President of Fidelity E-Commerce .
Ilene B. Jacobs Executive Vice President, Human Resources of FMR
Corp.
Abigail P. Johnson Director of FMR Corp. Senior Vice president and
Associate Director of Fidelity Management & Research
Company.
Edward C. Johnson 3d Chairman of the Board and Chief Executive Officer of
FMR Corp. and Director of FMR Corp.
Stephen P. Jonas Executive Vice President and Chief Financial Officer
of FMR Corp.
Timothy T. Hilton President of Fidelity Ventures.
Kevin J. Kelly President of Fidelity Investments Institutional
Services Company, Inc.
Mark A. Peterson President of Fidelity Corporate Systems and
Services.
Robert C. Pozen President of Fidelity Management & Research Company.
Robert L. Reynolds President of Fidelity Investments Institutional
Retirement Group.
Roger T. Servison President of Fidelity Brokerage Services Japan, LLC.
David C. Weinstein Executive Vice President and Chief of Administration
and Government Affairs of FMR Corp.
George A. Vanderheiden Director of FMR Corp. Senior Vice President of
Fidelity Management & Research Company.
</TABLE>
<PAGE>
EXHIBIT G
GENERAL PARTNER OF FIDELITY INVESTORS LIMITED PARTNERSHIP
AND FIDELITY INVESTORS II LIMITED PARTNERSHIP
AND DIRECTORS AND EXECUTIVE OFFICERS THEREOF
Fidelity Investors Limited Partnership ("FILP") and Fidelity Investors II
Limited Partnership ("FILP II") are private equity funds. FILP and FILP II are
limited partnerships of which Fidelity Investors Management, LLC ("FIM") is the
general partner. The following table sets forth the name and present principal
occupation or employment of the directors and executive officers of FIM. Each
person is a citizen of the United States with a principal business address of 82
Devonshire Street, Boston, MA 02109. To the knowledge of IMS Health
Incorporated, none of the individuals set forth below has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years. None of the individuals set forth below has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction during the last five years as a result of which any such person was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
<S> <C>
FIDELITY INVESTORS MANAGEMENT, LLC
- ----------------------------------
James C. Curvey Director of FIM. President and Chief Operating
Officer of FMR Corp. and Director of FMR Corp.
Donald S. Heaton Vice President and Treasurer of FIM. Senior Vice
President, Finance of Fidelity Ventures.
Timothy T. Hilton Director of FIM. President of Fidelity Ventures.
Edward C. Johnson 3d Chairman of the Board of FIM. Chairman of the Board
and Chief Executive Officer of FMR Corp. and
Director of FMR Corp.
John J. Remondi President of FIM. Managing Director of Fidelity
Ventures. Vice President of FCA.
David C. Weinstein Vice President of FIM. Executive Vice President and
Chief of Administration and Government Affairs of
FMR Corp.
</TABLE>
