<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
The TriZetto Group, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
449934108
--------------------------------------------------------------------------------
(CUSIP Number)
General Counsel
IMS Health Incorporated
200 Nyala Farms
Westport, Connecticut 06880
(203) 222-3486
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 2, 2000
--------------------------------------------------------------------------------
(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 filed 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.
--------
*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 Afiled@ for the purpose of Section 18 of the Securities Exchange Act of
1934 (the AAct@) 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).
<PAGE>
--------------------------------------------------------------------------------
CUSIP NO. 449934108
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 12,142,857
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 12,142,857
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,142,857 shares
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.14%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Schedule 13D (this "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, and amends and
restates the statement on Schedule 13D filed by IMS Health Incorporated, a
Delaware corporation ("IMS"), on May 19, 2000.
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.
(a)-(c); (f) The principal business address of IMS is: IMS
Health Incorporated, 200 Nyala Farms, Westport, Connecticut 06880. IMS is
a provider of information solutions to the pharmaceutical and healthcare
industries.
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.
On October 2, 2000 IMS acquired beneficial ownership of the
12,142,857 shares of TriZetto Common Stock to which this Statement relates upon
the consummation of the merger of Elbejay Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of TriZetto ("Merger Sub"), with and
into ERISCO Managed Care Technologies, Inc., a New York corporation and a wholly
owned subsidiary of IMS ("Erisco") (the "Merger") pursuant to the Agreement and
Plan of Reorganization, dated as of May 16, 2000 (the "Merger Agreement"), among
TriZetto, Merger Sub, IMS, and Erisco. For a description of the Merger, the
Merger Agreement, and the transactions contemplated thereby, see "Item 4.
Purpose of Transaction" below. A copy of the Merger Agreement is attached hereto
as Exhibit B and was filed as Exhibit 2.1 to IMS's Current Report on Form 8-K,
filed May 17, 2000, and Exhibit B is specifically incorporated herein by
reference in response to this Item 3.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) Pursuant to Voting Agreements, dated as of May 16, 2000 (each, a "Voting
Agreement", and collectively, the "Voting Agreements"), between IMS and certain
stockholders of TriZetto as listed in Exhibit A to each Voting Agreement (the
"Stockholders"), and an irrevocable proxy of each of the Stockholders, dated May
16, 2000 (each a "Proxy", and collectively, the "Proxies"), which was delivered
by each Stockholder to IMS on May 16, 2000 in accordance with the Voting
Agreements, IMS acquired beneficial ownership of 10,859,694 shares of TriZetto
Common Stock. As a result of the consummation of the transactions contemplated
by the Merger Agreement, (i) IMS no longer has beneficial ownership of any
shares of TriZetto Common Stock pursuant to the Voting Agreements and the
Proxies, and (ii) IMS acquired beneficial ownership of 12,142,857 shares of
TriZetto Common Stock as consideration for the Merger. The purpose of the
transactions contemplated by the Merger Agreement and IMS's beneficial ownership
of TriZetto Common Stock are described below.
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 which is incorporated herein by
reference in its entirety.
I. BENEFICIAL OWNERSHIP OF TRIZETTO COMMON STOCK RELATED TO THE
MERGER
Upon the consummation of the Merger and the transactions
contemplated by the Merger Agreement, IMS acquired beneficial ownership of
12,142,857 shares of TriZetto Common Stock. The transactions contemplated by the
Merger Agreement are summarized as follows:
On May 16, 2000, TriZetto, Merger Sub, IMS, and Erisco entered
into the Merger Agreement, pursuant to which Merger Sub would merge with and
into Erisco, and Erisco would become a wholly owned subsidiary of TriZetto. In
addition, by execution of the Merger Agreement, IMS and TriZetto agreed to
terminate without liability the Agreement and Plan of Reorganization, dated as
of March 28, 2000, between IMS and TriZetto (the "Original Merger Agreement"),
that provided for the merger of IMS with and into TriZetto. By their terms, the
original Voting Agreements and original Proxies contemplated by the Original
Merger Agreement were terminated upon termination of the Original Merger
Agreement.
The issuance of TriZetto Common Stock to IMS in connection with
the transactions outlined above was submitted for approval, and was approved, by
TriZetto's stockholders on September 27, 2000, and the consummation of the
Merger and the transactions contemplated by the Merger Agreement took place on
October 2, 2000.
The Merger is intended to be tax-free to both IMS and TriZetto
stockholders and will be accounted for as a purchase of Erisco by TriZetto. As
contemplated by the
<PAGE>
Merger Agreement, IMS designated one director-nominee, Victoria B. Fash,
President and Chief Executive Officer of IMS, to the TriZetto board of
directors.
Additionally, as contemplated by the Merger Agreement, IMS and
TriZetto entered into a Stockholder Agreement and a Registration Rights
Agreement in the forms attached as exhibits to the Merger Agreement, and a
Transitional Services Agreement, Data Rights Agreement, and HealthWeb License
Agreement in accordance with the principal terms set forth in the Merger
Agreement.
The Stockholder Agreement imposes certain restrictions on IMS.
These restrictions include, without limitation: (i) a standstill provision
restricting IMS from, among other things, acquiring additional shares of
TriZetto Common Stock until the earlier of the fourth anniversary of the Closing
Date, or the date on which a Change of Control (as defined in the Stockholder
Agreement) of TriZetto shall have occurred or TriZetto shall have publicly
announced its willingness to consider a transaction that would constitute a
Change of Control (as defined in the Stockholder Agreement); (ii) a share
transfer restriction that limits transfers of TriZetto Common Stock by IMS until
the earlier of the date two years after the Closing Date, the date on which IMS
beneficially owns less than 10% of the outstanding TriZetto Common Stock
measured as of the Closing Date, or the date on which a Change of Control of
TriZetto shall have occurred; (iii) a right of first refusal for TriZetto on
transfers by IMS of more than 10% of the outstanding TriZetto Common Stock
measured as of the time of the transfer commencing upon the termination of the
share transfer restriction period and continuing until the date on which IMS
beneficially owns less than 10% of the outstanding TriZetto Common Stock
measured as of the Closing Date (unless a Change of Control (as defined in the
Stockholder Agreement) of TriZetto shall have occurred); and (iv) a right of
first offer for TriZetto on any transfer of TriZetto Common Stock by IMS
commencing upon the termination of the share transfer restriction period and
continuing until the date on which IMS beneficially owns less than 10% of the
outstanding TriZetto Common Stock measured as of the Closing Date (unless a
Change of Control (as defined in the Stockholder Agreement) of TriZetto shall
have occurred). The Stockholder Agreement also grants IMS, for so long as IMS
beneficially owns more than 10% of the outstanding TriZetto Common Stock
measured as of the Closing Date, (i) the right to designate one director-nominee
to the TriZetto Board of Directors and (ii) consent rights regarding certain
transactions by TriZetto, subject, in each case, to earlier termination of such
rights upon the occurrence of certain events.
Pursuant to the Registration Rights Agreement, IMS will be granted
registration rights in respect of the shares of TriZetto Common Stock issued to
IMS in connection with the Merger.
Additionally, pursuant to Section 6.14 of the Merger Agreement,
TriZetto has adopted a Stockholder Protection Rights Agreement as set forth more
fully in the Merger Agreement.
<PAGE>
The foregoing descriptions of the Merger Agreement, the
Stockholder Agreement, and the Registration Rights Agreement, are qualified in
their entirety by reference to the respective agreements, copies of which are
Exhibits B through D hereto. The Merger Agreement, the Stockholder Agreement and
the Registration Rights Agreement are specifically incorporated herein by
reference in response to this Item 4.
Except as set forth in this Statement, the Merger Agreement, the
Stockholder Agreement and the Registration Rights 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. IMS may, however, acquire or sell shares of TriZetto Common Stock
from time to time in accordance with the Stockholder Agreement and the
Registration Rights Agreement.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) IMS beneficially owns 12,142,857 shares of TriZetto Common
Stock representing, based on TriZetto's report on Form 10-Q for the quarter
ended June 30, 2000, approximately 36.14% 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 of TriZetto Common Stock.
(b) IMS has sole power to vote and sole power to dispose of
12,142,857 shares of TriZetto Common Stock.
(c) Except with respect to the transactions contemplated by the
Merger Agreement, which is 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 description of
the transactions contemplated by the Merger Agreement in Item 4 is qualified in
its entirety by reference to the respective agreements and documents, as the
case may be. A copy of the Merger Agreement is Exhibit B hereto.
(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
Merger Agreement, the Stockholder Agreement, the Registration Rights Agreement,
and the Original Merger Agreement, which are qualified in their entirety by
reference to the respective agreements and documents, as the case may be. Copies
of the Merger Agreement, Stockholder Agreement and Registration Right Agreement,
are filed
<PAGE>
herewith as Exhibits B through D, respectively. Copies of the Original
Merger Agreement and the exhibits thereto were filed with IMS's Current Report
on Form 8-K filed March 31, 2000. Exhibits B through D, IMS's Current Report on
Form 8-K filed May 17, 2000, 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 Agreement and Plan of
Reorganization, dated as of May 16,
2000, by and among The TriZetto
Group, Elbejay Acquisition Corp.,
IMS Health Incorporated, and ERISCO
Managed Care Technologies
(previously filed as Exhibit 2.1 to
IMS's Current Report on Form 8-K,
filed May 17, 2000).
Exhibit C Stockholder Agreement, dated as
of October 2, 2000, by and between
The TriZetto Group, Inc. and IMS
Health Incorporated.
Exhibit D Registration Rights Agreement,
dated as of October 2, 2000, by and
between The TriZetto Group, Inc. and
IMS Health Incorporated.
<PAGE>
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: October 6, 2000
IMS HEALTH INCORPORATED
By: /S/ JAMES C. MALONE
---------------------------------
Name: James C. Malone
Title: Chief Financial Officer
