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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2000
IMS Health Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 001-14049 06-1506026
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
200 Nyala Farms
Westport, CT 06880
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(Address of principal executive offices) (Zip Code)
(203) 222-4200
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(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
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Items 1-4. Not Applicable.
Item 5. OTHER EVENTS.
IMS Health Incorporated, a Delaware corporation ("IMS") entered
into an Agreement and Plan of Reorganization, dated as of March 28, 2000 (the
"Merger Agreement"), between The TriZetto Group, Inc. a Delaware corporation
("TriZetto"), and IMS, pursuant to which IMS will merge with and into
TriZetto (the "Merger"). As more specifically set forth in the Merger
Agreement, each issued and outstanding share of IMS's common stock, par value
$.01 per share ("IMS Common Stock"), other than shares owned by IMS or
TriZetto, will be converted into .4655 shares of validly issued, fully paid
and nonassessable shares of the common stock of TriZetto, par value $.001 per
share.
The Merger is subject to adoption and approval of the Merger
Agreement by the stockholders of IMS. IMS, its directors, executive officers
and certain other members of management and employees may be soliciting
proxies from IMS stockholders in favor of approval and adoption of the merger
agreement. Information concerning the participants in the solicitation who
are executive officers of IMS is set forth in IMS's annual report on Form
10-K, filed on March 17, 2000 (the "10-K"). Pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, this Current Report on Form 8-K sets forth
information concerning a participant in the solicitation of proxies not set
forth on IMS's 10-K.
Participant in IMS Proxy Solicitation:
John R. Walsh, 45 years old, is Vice President -- Investor
Relations for IMS Health Incorporated. He was appointed Vice President --
Investor Relations of the Company in July 1998. Previously he was Director --
Finance of Cognizant Corporation from April 1997 to June 1998. Prior to that
he served in various capacities in Finance for MCI Communications Corporation
from April 1985 to April 1997. Mr. Walsh owns 1,481 shares of IMS Common
Stock and options to purchase 55,061 shares of IMS Common Stock that are
exercisable within 60 days of April 1, 2000.
The preceding is qualified in its entirety by reference to the 10-K
and the Merger Agreement, which are incorporated herein by reference.
Item 6. Not Applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
2.1 Agreement and Plan of Reorganization, dated as of March 28, 2000,
between The TriZetto Group, Inc. and IMS Health Incorporated
(incorporated by reference to Exhibit 2.1 to Registrant's Current
Report on Form 8-K filed on March 31, 2000, file number 001-14049)
Item 8-9. Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IMS HEALTH INCORPORATED
By /s/ Craig R. Kussman
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Name: Craig R. Kussman
Title: Senior Vice President, Corporate
Development
Date: April 5, 2000
