TRIZETTO GROUP INC
8-K, EX-99.4, 2000-12-18
COMPUTER PROCESSING & DATA PREPARATION
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                                                                    EXHIBIT 99.4


                              [TRIZETTO LETTERHEAD]


FOR IMMEDIATE RELEASE


CONTACTS: TRIZETTO INVESTOR RELATIONS        TRIZETTO MEDIA RELATIONS
          Anna Marie Dunlap                  Ben Martin
          949-719-2200                       201-641-1911, ext. 33
          [email protected]                   [email protected]



                        TRIZETTO COMPLETES ACQUISITION OF
                  RESOURCE INFORMATION MANAGEMENT SYSTEMS, INC.

             MERGER INCREASES GROWTH PROSPECTS ACROSS BUSINESS UNITS

NEWPORT BEACH, CALIF. - DECEMBER 4, 2000 - The TriZetto(R) Group, Inc.
(NASDAQ:TZIX), announced today that it has completed the acquisition of Resource
Information Management Systems, Inc. (RIMS), the nation's largest provider of
automated claims processing technology for healthcare benefits administrators.
Founded in 1981, RIMS QicLink software automates the processing of approximately
125 million claims annually, or 7 percent of the non-pharmacy claims processed
in the United States. RIMS serves over 300 clients representing 20 million
lives.

TriZetto acquired RIMS in exchange for $3 million in cash and 2.588 million
shares of TriZetto common stock. In addition, TriZetto assumed approximately
300,000 stock options and will issue approximately 94,354 shares of restricted
stock to RIMS employees. The 2.588 million shares are subject to a lock-up
agreement.

The acquisition will be accounted for as a purchase. The company anticipates
taking a one-time charge of $4 - $6 million in the fourth quarter of this year
to cover acquisition-related expenses.

"RIMS is an excellent strategic fit for TriZetto, and we are enthusiastic about
the growth opportunities created by the merger," said Jeffrey H. Margolis,
TriZetto's chairman and chief executive officer. "Now that the acquisition is
complete, we are moving quickly to integrate RIMS with our three strategic
business units. Our HealtheWare unit will offer market-leading Erisco and


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TRIZETTO COMPLETES ACQUISITION OF RESOURCE INFORMATION MANAGEMENT SYSTEMS,
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RIMS software engines on a licensed basis. RIMS' ASP software will become part
of our ASP unit, which offers an unrivaled selection of software engines and
satellite applications from over 40 vendors. Our HealthWeb(R) Internet platform
is being fully integrated with RIMS' Internet software, which will strengthen
RIMS' offerings and broaden HealthWeb's products and services. We also
anticipate cross-selling our ASP satellite applications and HealthWeb technology
to RIMS' large customer base.

"Our recent acquisition of Erisco gives us a large share of the healthcare payer
market for core administrative software, and RIMS is the top provider of claims
processing and re-pricing technology for the benefits administration market,"
Margolis said. "By combining Erisco and RIMS with TriZetto's ASP and HealthWeb
solutions, we have created a company that offers an unparalleled range of
information technology services to the healthcare industry."

RIMS ARCHIVED CONFERENCE CALL

TriZetto hosted a conference call regarding the RIMS acquisition on November 1,
2000. A recording of the call will be available on the investor relations
section of TriZetto's Web site at www.trizetto.com until January 31, 2001.

ABOUT TRIZETTO

TriZetto is an information technology and services company focused on the
healthcare industry. The company hosts and licenses software and provides
e-business platforms, serving over 600 customers with more than 90 million
enrollees. TriZetto's application service provider (ASP) unit hosts a broad
selection of applications from multiple vendors for a predictable monthly fee.
All of TriZetto's ASP offerings are configured for use over the Internet.
TriZetto's HealthWeb(R) technology allows all healthcare participants - health
plans, providers, employers and members - to exchange information and conduct
business over the Internet. HealtheWare, the software engines unit,


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TRIZETTO COMPLETES ACQUISITION OF RESOURCE INFORMATION MANAGEMENT SYSTEMS,
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develops and licenses premium Erisco and RIMS applications for payers and
benefits administrators. Headquartered in Newport Beach, Calif., TriZetto can be
reached at (949) 719-2200, www.trizetto.com.

This press release contains forward-looking statements that are based upon
current expectations and that involve risks and uncertainties. The
forward-looking statements are made pursuant to the Safe Harbor provisions of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements may include statements about future net revenues, recurring and
non-recurring revenue, EBITDA, profits, cash flow, and financial results, the
market for TriZetto's services, future service offerings, client and partner
relationships, market share and TriZetto's operational capabilities. Actual
results may differ materially from those stated in any forward-looking
statements based on a number of factors, including the effectiveness of
TriZetto's implementation of its business plan, the market's acceptance of
TriZetto's services, risks associated with management of growth, reliance on
third parties to supply key components of TriZetto's services, attraction and
retention of employees, variability of quarterly operating results, competitive
factors, risks associated with acquisitions, changes in demand for third party
products or solutions, which form the basis of TriZetto's service offerings, and
risks associated with rapidly changing technology, as well as the other risks
identified in TriZetto's Form 10-K and other SEC filings. Although TriZetto
believes that the assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove inaccurate and, therefore, there
can be no assurance that the results contemplated in the forward-looking
statements will be realized. In light of the significant uncertainties inherent
in the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by TriZetto or any other
person that TriZetto's objectives or plans will be achieved. TriZetto undertakes
no obligation to revise the forward-looking statements contained herein to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.


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