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| RX > SEC Filings for RX > Form 8-K on 12-May-2009 | All Recent SEC Filings |
12-May-2009
Other Events, Financial Statements and Exhibits
On July 1, 2006, IMS Health Incorporated (the "Registrant"), together with two of its wholly-owned subsidiaries, Coordinated Management Systems, Inc. and IMS AG (collectively, the "Subsidiaries"), entered into an Amended and Restated Agreement of Limited Liability Company of IMS Health Licensing Associates, L.L.C. (the "Amended LLC Agreement"). The other parties to the Amended LLC Agreement were Utrecht-America Finance Co. and Edam, L.L.C. (collectively, the "Third Party Investors"), both of which are unrelated to the Registrant. The Amended LLC Agreement governs the relationship between the Registrant, the Subsidiaries and the Third Party Investors with respect to their interests in IMS Health Licensing Associates, L.L.C. (the "LLC"), a Delaware limited liability company. The Registrant is the sole managing member of the LLC. Since 1997, the Registrant and the Subsidiaries, or their predecessors, and the Third Party Investors have participated in the LLC or its predecessors. The Registrant and the Subsidiaries have contributed assets to, and hold a controlling (currently approximately 93%) interest in, the LLC, and the Third Party Investors have contributed cash equal to $100,000,000 to, and hold a minority (currently approximately 7%) interest in, the LLC. The LLC is a separate and distinct legal entity from that of the Registrant and is in the business of licensing database assets and computer software.
On May 6, 2009, the Third Party Investors delivered to the Registrant notice of their election pursuant to the terms of the Amended LLC Agreement to cause the liquidation of their respective membership interests in the LLC on June 30, 2009. The Registrant will either replace the Third Party Investors or purchase these membership interests. The Registrant has adequate liquidity and credit capacity to make any such purchase. The cost to purchase the membership interests on June 30, 2009 is estimated to be approximately $100,000,000.
(d) Exhibits
Exhibit No. Description
99.1 Amended and Restated Agreement of Limited Liability Company of IMS
Health Licensing Associates, L.L.C. by and among IMS Health
Incorporated, Coordinated Management Systems, Inc., IMS AG,
Utrecht-America Finance Co. and Edam, L.L.C., dated as of July 1, 2006
(incorporated by reference to Exhibit 99.1 to the Registrant's
Form 8-K filed on July 6, 2006).
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