0001104659-04-040841.txt : 20041222 0001104659-04-040841.hdr.sgml : 20041222 20041222125611 ACCESSION NUMBER: 0001104659-04-040841 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIZETTO GROUP INC CENTRAL INDEX KEY: 0001092458 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 330761159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58151 FILM NUMBER: 041219919 BUSINESS ADDRESS: STREET 1: 567 NICHOLAS DRIVE SUITE 360 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9497192200 FORMER COMPANY: FORMER CONFORMED NAME: TRIZETTA GROUP INC DATE OF NAME CHANGE: 19990803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMS HEALTH INC CENTRAL INDEX KEY: 0001058083 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 061506026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1499 POST ROAD CITY: FAIRFIELD STATE: CT ZIP: 06824 BUSINESS PHONE: 2033194700 MAIL ADDRESS: STREET 1: 1499 POST ROAD CITY: FAIRFIELD STATE: CT ZIP: 06824 SC 13D/A 1 a04-15172_1sc13da.htm SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

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

1499 Post Road

Fairfield, Connecticut 06824

(203) 319-4700

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

December 21, 2004

(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 “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).

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)		o
		(b)		ý
	3.	SEC USE ONLY
	4.	SOURCE OF FUNDS* N/A
	5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) o
	6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.		Sole Voting Power None
			8.		Shared Voting Power None
			9.		Sole Dispositive Power None
			10.		Shared Dispositive Power None
	11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None
	12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
	13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
	14.	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1. Security and Issuer.

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D with respect to the common stock of The TriZetto Group, Inc. (“TriZetto”) filed by IMS Health Incorporated, a Delaware corporation (“IMS”), on April 7, 2000 and amended and supplemented by IMS on May 19, 2000, October 2, 2000 and December 7, 2004 (as amended and supplemented prior to this Amendment No. 4, the “Original Filing” and as amended and supplemented by this Amendment No. 4, this “Statement”).

The address of the principal executive office of TriZetto is: The TriZetto Group, Inc., 567 San Nicolas Drive, Suite 360, Newport Beach, California 92660. This Statement relates to the common stock, par value $0.001 per share, of TriZetto (the “TriZetto Common Stock”).

Item 4. Purpose of Transaction.

Item 4 of the Original Filing is hereby amended by adding the following after the final paragraph thereof:

On December 21, 2004, pursuant to a share purchase agreement, dated as of the same date, by and between IMS and TriZetto (the “Share Purchase Agreement”), which is attached as Exhibit F hereto and incorporated herein by reference in response to this Item 4, TriZetto exercised its right to purchase all of the 12,142,857 shares of TriZetto Common Stock owned by IMS for an aggregate consideration of $81,964,284.00, paid as follows: $44,550,000.00 in cash and $37,414,284.00 in the form of a promissory note due January 21, 2005. As a result, IMS no longer beneficially owns any TriZetto Common Stock.

The foregoing description of the Share Purchase Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the text of such agreement. A copy of the Share Purchase Agreement is attached hereto as Exhibit F and incorporated by reference into this Item 4.

Item 5. Interests in Securities of the Issuer.

Item 5 of the Original Filing is hereby amended and restated in its entirety as follows:

(a) - (b) None. Following the consummation the transactions described in Item 4 above, IMS does not beneficially own any shares of TriZetto Common Stock.

David M. Thomas, Chairman and Chief Executive Officer of IMS, beneficially owns options exercisable within 60 days for 18,375 shares of TriZetto

Common Stock that he received in his capacity as a director of TriZetto. IMS disclaims beneficial ownership of the shares of TriZetto Common Stock beneficially owned by Mr. Thomas.

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.

(c) On December 21, 2004, pursuant to the Share Purchase Agreement, IMS sold all of the 12,142,857 shares of TriZetto Common Stock owned by it to TriZetto for an aggregate consideration of $ 81,964,284.00, or approximately $6.75 per share.

(d) Not applicable.

(e) On December 21, 2004, IMS ceased to be the beneficial owner of any TriZetto Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

See the description of the Share Purchase Agreement in Item 4, which is hereby incorporated herein by reference in response to Item 6.

Item 7. Material to be Filed as Exhibits.

Exhibit A Directors and Executive Officers of IMS Health Incorporated (previously filed as Exhibit A to IMS’s Amendment No. 3 to Schedule 13D, filed on October 7, 2004 and incorporated herein by reference).

Exhibit B Agreement and Plan of Reorganization, dated as of May 16, 2000, by and among The TriZetto Group, Inc., 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 on May 17, 2000 and incorporated herein by reference).

Exhibit C Stockholder Agreement, dated as of October 2, 2000, by and between The TriZetto Group, Inc. and IMS Health Incorporated (previously filed as Exhibit C to IMS’s Amendment No. 2 to Schedule 13D, filed on October 2, 2000 and incorporated herein by reference).

Exhibit D Registration Rights Agreement, dated as of October 2, 2000, by and between The TriZetto Group, Inc. and IMS Health Incorporated (previously filed as Exhibit D to IMS’s Amendment No. 2 to Schedule 13D, filed on October 2, 2000 and incorporated herein by reference).

Exhibit E Right of First Refusal Notice, dated as of December 3, 2004, from IMS Health Incorporated to The TriZetto Group, Inc. (previously filed as Exhibit E to IMS’s Amendment No. 3 to Schedule 13D, filed on October 7, 2004 and incorporated herein by reference).

Exhibit F Share Purchase Agreement, dated as of December 21, 2004, by and between IMS Health Incorporated and The TriZetto Group, Inc.

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.

IMS HEALTH INCORPORATED

Date: December 22, 2004

By	/s/ Robert H. Steinfeld
	Name:	Robert H. Steinfeld
	Title:	Senior Vice President, General Counsel and Corporate Secretary

EX-99.F 2 a04-15172_1ex99df.htm EX-99.F

EXHIBIT F

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 21st day of December by and between IMS Health Incorporated, a Delaware corporation (“Seller”), and The TriZetto Group, Inc., a Delaware corporation (the “Company”).

WHEREAS, Seller owns, beneficially and of record, 12,142,857 shares (each, a “Share” and collectively, the “Shares”) of common stock, par value $0.001 per share, of the Company; and

WHEREAS, Seller desires to sell and the Company desires to purchase all of the Shares for the consideration and on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
SALE AND PURCHASE OF THE SHARES; CLOSING

1.01 Sale and Purchase.

(a) Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell to the Company, and the Company agrees to purchase from Seller, the Shares for the consideration specified below.

(b) The purchase price for the Shares to be paid by the Company to Seller shall be $81,964,284.00 (the “Purchase Price”).

1.02 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall be held at the offices of Seller, 1499 Post Road, Fairfield, Connecticut, concurrently with the execution and delivery hereof, or at such other location or at such other time and date as the parties hereto may mutually agree. At the Closing, the following items shall be delivered by the parties:

(a) Seller shall deliver to the Company certificates representing the Shares, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the books of the Company;

(b) The Company shall deliver to Seller the Purchase Price in the form of (i) an amount in cash equal to $44,550,000.00 by wire transfer of immediately available funds to the account designated by Seller and (ii) a promissory note payable to Seller in the principal amount of $37,414,284.00, which promissory note shall be payable in full on January 21, 2005 (the “January Note”), substantially the form attached hereto as Exhibit A; and

(c) Seller and the Company shall deliver, each to the other, a cross receipt evidencing delivery of the Shares and the Purchase Price therefor.

ARTICLE II
REPRESENTATIONS AND WARRANTIES

2.01 Of Seller. Seller hereby represents and warrants to the Company that:

(a) Incorporation and Corporate Power; Execution, Delivery; Valid and Binding Agreement. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transaction contemplated hereby have been duly and validly authorized by Seller, and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery or performance by Seller of this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

(b) The Shares. Subject to the provisions of the Stockholder Agreement, dated as of October 2, 2000, by and between the Company and Seller (the “Stockholder Agreement”), Seller is the beneficial and record owner of the Shares, free and clear of all liens, pledges, security interests, claims or other encumbrances. Except as set forth in this Agreement and the Stockholder Agreement, there are no agreements or other rights or arrangements existing that provide for the sale, purchase, exchange or other transfer by Seller of all or any portion of the Shares.

(c) No Conflicts. Seller’s execution and delivery of this Agreement and the performance by Seller of its obligations hereunder will not conflict with or violate any other agreement or understanding, written or oral, to which Seller is a party or to which any of the Shares are subject or bound.

(d) Access to Information; Informed Decision. Seller has been provided access to and the opportunity to review all material financial and business records of the Company, and to ask such questions of the officers of the Company, as necessary to make a deliberate and informed decision as to whether to sell the Shares to the Company on the terms provided in this Agreement.

(e) Brokerage. No broker, finder, investment banker or other third party is entitled to receive any brokerage commissions, finder’s fees, fees for financial advisory services or similar compensation in connection with the transaction contemplated by this Agreement based on any arrangement or agreement made by or on behalf of Seller.

2.02 Of the Company. The Company hereby represents and warrants to Seller that:

(a) Incorporation and Corporate Power; Execution, Delivery; Valid and Binding Agreement. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the January Note (collectively, the “Company Closing Documents”). The execution, delivery and performance of the Company Closing Documents by the Company and the consummation of the transaction contemplated hereby have been duly and validly authorized by the Company, and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery or performance by the Company of the Company Closing Documents. The Company Closing Documents have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to the Bankruptcy and Equity Exception.

(b) No Conflicts. The Company’s execution and delivery of the Company Closing Documents and the performance by the Company of its obligations thereunder will not conflict with or violate any other agreement or understanding, written or oral, to which the Company is a party or to which any of its assets are subject or bound.

(c) Brokerage. No broker, finder, investment banker or other third party is entitled to receive any brokerage commissions, finder’s fees, fees for financial advisory services or similar compensation in connection with the transaction contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Company.

ARTICLE III
MISCELLANEOUS

3.01 Notices. All notices and other communications pursuant to this Agreement shall be in writing and deemed to be sufficient if contained in a written instrument and shall be deemed to be given if delivered personally, via facsimile, sent by nationally recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following address (or such other address for a party as shall be specified by like notices):

Notices to the Company: The TriZetto Group, Inc.

567 San Nicholas Drive, Suite 367

                                                                                                        Newport Beach, CA 92660
                                                                                                        Facsimile No.: (949) 219-2198
                                                                                                        Attention: General Counsel

With a copy to:

K.C. Schaaf

Stradling Yocca Carlson & Rauth

660 Newport Center Drive, Suite 1600

Newport Beach, CA 92660-6422

Facsimile No.: (949) 725-4100

                                Notices to Seller:                                            IMS Health Incorporated
                                                                     & #160;                                  1499 Post Road
                                                                                                        Fairfield, CT 06824
                                                                                                        Facsimile No.: (203) 319-4552
                                                                                                        Attention: General Counsel

With a copy to:

Keith A. Pagnani

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Facsimile No.: (212) 558-3588

All such notices and other communications shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of a facsimile, when the party receiving such copy shall have confirmed receipt of the communication, (c) in the case of delivery by nationally recognized overnight courier, on the business day following dispatch, and (d) in the case of mailing, on the third business day following such mailing.

3.02 Entire Agreement. This Agreement, together with the documents referred to in this Agreement, constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter herein.

3.03 Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party hereto.

3.04 Parties in Interest. This Agreement is not intended to, and does not, confer upon any person other than the parties hereto any legal or equitable rights, remedies or claims under or with respect to this Agreement or any provision of this Agreement.

3.05 Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

3.06 Counterparts. This Agreement may be executed via facsimile in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same agreement.

3.07 Amendment. This Agreement may be modified only by written agreement signed by each of the parties hereto.

3.08 Governing Law and Venue; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to conflicts of law principles. 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 referred to in this Agreement, and in respect of the transaction contemplated by this Agreement, 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 therefore 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 3.01 hereof or in such other manner as may be permitted by law shall be valid and sufficient service thereof. The parties hereby irrevocably waive the right to trial by jury with respect to any claims under this agreement or any document referred to in this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

IMS HEALTH INCORPORATED

By	/s/ Robert H. Steinfeld
	Name:	Robert H. Steinfeld
	Title:	Senior Vice President, General Counsel and Corporate Secretary

THE TRIZETTO GROUP, INC.

By	/s/ James C. Malone
	Name:	James C. Malone
	Title:	Chief Financial Officer

ARTICLE I SALE AND PURCHASE OF THE SHARES; CLOSING