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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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IMS HEALTH INCORPORATED
(Name of Subject Company (Issuer))
IMS HEALTH INCORPORATED (Offeror and Issuer)
(Name of Filing Person (Identifying status as Offeror, Issuer or Other Person))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
449934108
(CUSIP Number of Class of Securities)
ROBERT H. STEINFELD
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
1499 POST ROAD
FAIRFIELD, CT 06824
(203) 319-4700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Filing Person)
COPY TO:
ALAN J. SINSHEIMER
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NY 10004
(212) 558-4000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$603,094,829 $55,485
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* Estimated solely for the purpose of calculating the filing fee. This amount assumes an IMS Health Incorporated
common stock price of $16.50 per share, the average of the high and low per share sales prices for IMS Health
Incorporated common stock as reported on the New York Stock Exchange on January 8, 2003, and that the offeror
acquires the full 36,540,129 shares of IMS Health Incorporated common stock it is seeking in the exchange offer.
The amount of the filing fee, calculated in accordance with Rule 0-11(a)(4) of the Securities Exchange Act of 1934,
as amended, equals $92 per each $1.0 million of the value of the transaction.
[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $71,031 Filing Party: Cognizant Technology Solutions Corporation
Form or Registration No.: 333-101216 Date Filed: November 14, 2002
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender
offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[ ] Third-party tender offer subject to Rule [X] Issuer tender offer subject to Rule 13e-4.
14d-l
[ ] Going-private transaction subject to Rule [ ] Amendment to Schedule 13D under Rule 13d-2.
13e-3.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO relates to the offer (the
"Exchange Offer") by IMS Health Incorporated, a Delaware corporation ("IMS
Health"), to its stockholders to exchange 0.309 shares of class B common stock
of Cognizant Technology Solutions Corporation, a Delaware corporation
("Cognizant"), for each share of IMS Health common stock that IMS Health accepts
in the Exchange Offer. In connection with the Exchange Offer, Cognizant has
filed under the Securities Act of 1933, as amended, a registration statement on
Form S-4 (Registration No. 333-101216) (as amended through the date hereof, the
"Registration Statement") to register up to 11,290,900 shares of Cognizant class
B common stock. The terms and conditions of the Exchange Offer are described in
the offering circular-prospectus, dated January 9, 2003 (the "Offering
Circular-Prospectus"), a copy of which is attached hereto as Exhibit
12(a)(1)(i), and the related Letter of Transmittal and Instructions thereto,
copies of which are attached hereto as Exhibits 12(a)(ii) and 12(a)(vi),
respectively (the Offering Circular-Prospectus, Letter of Transmittal and
Instructions, as they may be amended or supplemented from time to time, together
constitute the "Offer Documents").
Pursuant to General Instruction F to Schedule TO, the information contained
in the Offer Documents, including all schedules and annexes thereto, is
incorporated herein by reference in response to all the applicable items of this
Statement.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the sections of the Offering
Circular-Prospectus entitled "Questions and Answers About the Exchange Offer"
and "Summary -- The Exchange Offer" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The subject company and issuer of the securities subject to the
exchange offer is IMS Health Incorporated, a Delaware corporation, 1499 Post
Road, Fairfield, Connecticut, 06824, (203) 319-4700.
(b) The subject class of equity securities is the IMS Health common stock.
As of January 6, 2003, there were 281,100,092 shares of IMS Health common stock
outstanding.
(c) The information set forth in the section of the Offering
Circular-Prospectus entitled "Market Prices and Dividend Information" is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) The principal executive offices of IMS Health are located at 1499 Post
Road, Fairfield, Connecticut, 06824. Its telephone number is (203) 319-4700.
2
Pursuant to General Instruction C to Schedule TO, the following persons are
directors or executive officers of IMS Health:
David M. Thomas.......... Chairman of the Board and Chief Executive Officer, IMS
Health
David R. Carlucci........ President and Chief Operating Officer, IMS Health
Gilles V. J. Pajot....... Executive Vice President and President, IMS Health
European Region
Gary W. Noon............. President, IMS Health U.S.
Nancy E. Cooper.......... Senior Vice President and Chief Financial Officer, IMS
Health
Robert H. Steinfeld...... Senior Vice President, General Counsel and Corporate
Secretary, IMS Health
Murray L. Aitken......... Senior Vice President, IMS Global Consulting and Services
Leslye G. Katz........... Vice President and Controller, IMS Health
John R. Walsh............ Vice President and Treasurer, IMS Health
Constantine L. Clemente.. Director
James D. Edwards......... Director
Kathryn E. Giusti........ Director
M. Bernard Puckett....... Director
John P. Imlay, Jr........ Director
Robert J. Kamerschen..... Director
H. Eugene Lockhart....... Director
William C. Van Faasen.... Director
The address of each director and/or executive officer listed above is c/o
IMS Health Incorporated, 1499 Post Road, Fairfield, Connecticut, 06824.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in the sections of the Offering
Circular-Prospectus entitled "The Transaction," "The Exchange Offer,"
"Comparison of Rights of Stockholders of IMS Health and Stockholders of
Cognizant" and "Material United States Federal Income Tax Consequences" is
incorporated herein by reference.
(b) The Exchange Offer is open to all holders of IMS Health common stock.
Therefore, any officer, director or affiliate of IMS Health who is a holder of
IMS Health common stock may participate in the Exchange Offer. The directors and
executive officers of IMS Health who hold IMS Health shares have informed IMS
Health that they do not intend to participate in the Exchange Offer.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(e) The following information is incorporated herein by reference to: (i)
the information set forth in the sections entitled "Compensation of Executive
Officers" and "Security Ownership of Certain Beneficial Owners and Management"
in IMS Health's Definitive Proxy Statement (the "Proxy Statement") relating to
its Annual Meeting of Shareholders held May 3, 2002, filed on March 28, 2002 and
(ii) the information set forth in IMS Health's Annual Report of Employee Stock
Purchase Plans Pursuant to Section 15(d) of the Securities and Exchange Act of
1934, incorporated by reference to IMS Health's Form 11-K filed on June 28,
2002.
3
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) The information set forth in the section of the Offering
Circular-Prospectus entitled "The Transaction -- Background and Purpose" is
incorporated herein by reference.
(b) The information set forth in the section of the Offering
Circular-Prospectus entitled "The Transaction -- Accounting Treatment" is
incorporated herein by reference.
(c) The information set forth in the section of the Offering
Circular-Prospectus entitled "Capitalization -- IMS Health Incorporated" is
incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) The following table sets forth the beneficial ownership of IMS Health's
directors and executive officers as of December 31, 2002. As of December 31,
2002, there were 281,080,350 shares of IMS Health common stock outstanding. The
aggregate beneficial ownership of each of IMS Health's directors and executive
officers is less than 1.3 percent of the outstanding shares of IMS Health common
stock.
SHARES OF OPTIONS EXERCISABLE SHARE UNITS AND
NAME OF BENEFICIAL OWNER COMMON STOCK WITHIN 60 DAYS SHARE EQUIVALENTS
------------------------ ------------ ------------------- -----------------
William C. Van Faasen.................. 10,200 54,579 4,614
M. Bernard Puckett..................... 9,259 51,748 0
H. Eugene Lockhart..................... 6,612 53,625 6,368
Robert J. Kamerschen................... 33,445 52,871 0
John P. Imlay, Jr...................... 22,212 52,871 6,362
Kathryn E. Giusti...................... 0 3,000 2,118
Constantine L. Clemente................ 3,000 3,000 3,667
James D. Edwards....................... 0 0 2,476
Murray L. Aitken....................... 0 61,666 8,500
David R. Carlucci...................... 0 0 100,000
Nancy E. Cooper........................ 2,500 33,333 0
Leslye G. Katz......................... 5,979 26,666 0
Gary W. Noon........................... 0 125,000 28,060
Gilles V. J. Pajot..................... 54,594 887,009 17,470
Robert H. Steinfeld.................... 5,390 222,645 6,169
David M. Thomas........................ 136,425 1,000,000 107,411
John R. Walsh.......................... 3,204 211,043 0
4
(b) Based on the information available to IMS Health Incorporated as of
January 9, 2003 the following table sets forth the transactions in shares of IMS
Health common stock by executive officers and directors of IMS Health and its
subsidiaries during the past 60 days:
NO. OF PRICE
NAME DATE SHARES PER SHARE TRANSACTION
---- --------- ------ --------- ---------------------------------
William C. Van Faasen... 12/3/2002 368 $16.27 Non-qualified stock option grant.
H. Eugene Lockhart...... 12/2/2002 30.23 $16.54 Restricted stock units granted.
12/2/2002 90 $16.54 Non-qualified stock option grant.
12/3/2002 61.46 $16.27 Restricted stock units granted.
12/3/2002 184 $16.27 Non-qualified stock option grant.
John P. Imlay, Jr....... 12/3/2002 61.46 $16.27 Restricted stock units granted.
Constantine L. Clemente. 12/3/2002 61.46 $16.27 Restricted stock units granted.
David M. Thomas......... 1/2/2003 1,446 $16.33 Shares withheld to pay tax due on
vesting of restricted stock
units.
Robert H. Steinfeld..... 1/2/2003 1,169 $16.33 Shares withheld to pay tax due on
vesting of restricted stock
units.
Gilles V.J. Pajot....... 1/2/2003 4,133 $16.33 Shares withheld to pay tax due on
vesting of restricted stock
units.
Gary W. Noon............ 1/2/2003 553 $16.33 Shares withheld to pay tax due on
vesting of restricted stock
units.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
The information set forth in the section of the Offering
Circular-Prospectus entitled "The Exchange Offer -- Fees and Expenses" is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS
The following financial statements and financial information are
incorporated herein by reference:
(a)(1) The audited consolidated financial statements of IMS Health
set forth in IMS Health's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, filed on March 21, 2002.
(a)(2) The unaudited consolidated financial statements of IMS Health
set forth in IMS Health's Quarterly Report on Form 10-Q for the third
quarter ended September 30, 2002, filed on November 14, 2002.
(a)(3) Reference is made to the section of the Offering
Circular-Prospectus entitled "Summary -- Comparative Per Share Data."
Copies of the financial statements incorporated herein by reference can be
obtained as provided in the section of the Offering Circular-Prospectus entitled
"Where You Can Find More Information."
(b)(1) Reference is made to the section of the Offering
Circular-Prospectus entitled "IMS Health Unaudited Pro Forma Condensed
Consolidated Financial Information."
(b)(2) Reference is made to the section of the Offering
Circular-Prospectus entitled "IMS Health Unaudited Pro Forma Condensed
Consolidated Financial Information."
(b)(3) Reference is made to the section of the Offering
Circular-Prospectus entitled "Summary -- Comparative Per Share Data."
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ITEM 11. ADDITIONAL INFORMATION
(a)(1) None.
(a)(2) The information set forth in the section of the Offering
Circular-Prospectus entitled "The Exchange Offer" is incorporated herein by
reference.
(a)(3) None.
(a)(4) None.
(a)(5) None.
(b) The information set forth in the Offering Circular-Prospectus is
incorporated herein by reference.
ITEM 12. EXHIBITS
A list of exhibits filed herewith is contained in the Index to Exhibits,
which is incorporated herein by reference.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
6
SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
IMS HEALTH INCORPORATED
By: /s/ ROBERT H. STEINFELD
------------------------------------
Robert H. Steinfeld
Senior Vice President,
General Counsel and
Corporate Secretary
Date: January 9, 2003
7
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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12(a)(1)(i) Offering Circular-Prospectus, dated January 9, 2003,
incorporated by reference to the Registration Statement
12(a)(1)(ii) Form of Letter of Transmittal and Substitute W-9,
incorporated by reference to Exhibit 99.1 to the
Registration Statement
12(a)(1)(iii) Form of Notice of Guaranteed Delivery, incorporated by
reference to Exhibit 99.2 to the Registration Statement
12(a)(1)(iv) Form of Letter to Brokers, incorporated by reference to
Exhibit 99.3 to the Registration Statement
12(a)(1)(v) Form of Letter to Clients, incorporated by reference to
Exhibit 99.4 to the Registration Statement
12(a)(1)(vi) Form of Participation Instructions, incorporated by
reference to Exhibit 99.5 to the Registration Statement
12(a)(1)(vii) Form of Form of Election, incorporated by reference to
Exhibit 99.6 to the Registration Statement
12(a)(1)(viii) Form of Instructions to Form of Election, incorporated by
reference to Exhibit 99.7 to the Registration Statement
12(a)(1)(ix) Form of Letter to Stockholders from David M. Thomas,
incorporated by reference to Exhibit 99.8 to the
Registration Statement
12(a)(4) Offering Circular-Prospectus, dated January 9, 2003,
incorporated by reference to the Registration Statement
12(b) Not Applicable
12(d)(i) IMS Health's Definitive Proxy Statement Proxy Statement
pursuant to Section 14(a) of the Securities Exchange Act
relating to its Annual Meeting of Shareholders to be held on
May 3, 2002, incorporated by reference to Schedule 14A filed
on March 28, 2002
12(d)(ii) The information set forth in IMS Health's Annual Report of
Employee Stock Purchase Plans Pursuant to Section 15(d) of
the Securities and Exchange Act of 1934, incorporated by
reference to IMS Health's Form 11-K filed on June 28, 2002
12(h) Tax Opinion of McDermott, Will & Emery, incorporated by
reference to Exhibit 8.1 to the Registration Statement