UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~ DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15(dD) ofOF ~~the Securities Exchange Act of 1934~~

~~Date~~THE ofSECURITIES ~~report~~EXCHANGE ~~(Date~~ACT ~~of earliest~~OF ~~event~~1934 ~~reported): February 19, 2010~~

Date of report (Date of earliest event reported): February 26, 2010

IMS HEALTH INCORPORATED

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware		No. 001-14049		No. 06-1506026
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware

~~901~~(State ~~Main~~or ~~Avenue, Norwalk,~~Other ~~Connecticut~~Jurisdiction ~~06851~~of Incorporation)

(Address of principal executive offices) (Zip Code)


001-14049		06-1506026
(Commission File Number)		(IRS Employer Identification No.)

Registrant’s telephone number, including area code: (203) 845-5200


901 Main Avenue, Norwalk, Connecticut		06851
(Address of Principal Executive Offices)		(Zip Code)

(203) 845-5200

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~ ~~since~~Changed ~~last~~Since ~~report~~Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~1.01.~~Note ~~Entry into a Material Definitive Agreement and Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

~~Effective~~On February 22 26, 2010, IMS Health Incorporated ~~(the “Company”) entered into an amendment to its Master Note Purchase Agreement~~, ~~among~~a ~~the~~Delaware ~~Company~~corporation ~~and the purchasers party thereto, dated as of April 27, 2006, as supplemented by the First Supplement to Master Note Purchase Agreement dated as of February 6, 2008~~ (the ~~“IMS~~ ~~Health Note Purchase Agreement~~“Company”)~~. Pursuant to this amendment~~, ~~the~~completed ~~Company has agreed to prepay in full $150,000,000 principal amount of~~ its 5.55% Senior Notes, Series 2006-A, due April 27, 2016, $105,000,000 principal amount of its 5.58% Senior Notes, Series 2008-A, Tranche 1, due February 6, 2015 and $135,000,000 principal amount of its 5.99% Senior Notes, Series 2008-A, Tranche 2, due February 6, 2018 (collectively, the “IMS Health Notes”) issued under the IMS Health Note Purchase Agreement on or before the first business day following the closing of (i) the merger (the “Merger”) ofwith Healthcare Technology Acquisition, Inc. (“Merger Sub”), a ~~wholly~~Delaware corporation and indirect wholly-owned subsidiary of Healthcare Technology Holdings, Inc., a Delaware corporation (“Parent”), ~~with and into the Company~~ pursuant to the Agreement and Plan of Merger ~~(the “Merger Agreement”)~~, dated November 5, 2009, ~~as it may be amended from time to time,~~ by and among ~~the~~ ~~Company~~Parent, ~~Parent~~Merger Sub and ~~Merger~~the ~~Sub~~Company (the “Merger Agreement”). ~~and~~As ~~(ii) the~~a ~~refinancing~~result of the ~~Company’s existing indebtedness in connection with the~~ Merger ~~pursuant to a $2~~,~~000,000,000~~ ~~senior~~the ~~secured~~Company ~~term~~is ~~loan~~now ~~facility,~~an aindirect ~~$275,000,000~~wholly-owned ~~senior secured~~subsidiary ~~revolving credit facility and $1,000,000,000 principal amount~~ of ~~senior~~Parent. ~~unsecured~~Parent ~~notes~~is ~~(the~~controlled ~~“Refinancing,”~~by ~~and~~investment ~~together~~entities affiliated with ~~the~~TPG ~~Merger~~Capital, L.P. ~~the~~ (“~~Transactions~~TPG”), ~~which~~CPP isInvestment ~~expected~~Board toPrivate ~~occur~~Holdings ~~by the end of February 2010~~Inc. ~~In addition to the prepayment of the principal amount of the IMS Health Notes~~(“CPPIB”), ~~the Company will pay the accrued~~ and ~~unpaid~~Leonard ~~interest~~Green & onPartners, ~~the~~L.P. ~~IMS Health Notes to the date of the prepayment and a~~ (“~~make-whole amount~~LGP” ~~in respect of the IMS Health Notes~~and, ~~calculated~~together ~~in accordance~~ with ~~the~~TPG ~~terms~~and ofCPPIB, the ~~IMS Health Note Purchase Agreement~~“Sponsors”).

AItem 2.01 ~~copy~~Completion of ~~the~~Acquisition ~~Limited~~or ~~Waiver~~Disposition ~~and First Amendment to Master Note Purchase Agreement, among the Company and the purchasers party thereto, dated as~~ of ~~February 22, 2010 is attached hereto as Exhibit 99~~Assets.1 ~~and is incorporated herein by reference.~~

OnThe ~~February 22,~~information ~~2010,~~set ~~the~~forth ~~Company~~in ~~and IMS Japan K~~Item 5.~~K.,~~01 ~~a subsidiary~~ of the Company (“IMS Japan”), entered into an amendment to the Master Note Purchase Agreement, among IMS Japan, the Company and the purchasers party thereto, dated as of January 27, 2006 (the “IMS Japan Note Purchase Agreement”). Pursuant to this ~~amendment,~~Current ~~IMS~~Report ~~Japan~~on ~~has~~Form ~~agreed to prepay in full ¥34,395,000,000 principal amount of its 1.70% Guaranteed Senior Notes, Series 2006~~8-A,K ~~due January 27, 2013 (the “IMS Japan Notes”) issued under the IMS Japan Note Purchase Agreement on or before the third business day following the closing of Transactions, which~~ is ~~expected~~incorporated toherein ~~occur~~ by ~~the end of February 2010~~reference. In addition to the prepayment of the principal amount of the IMS Japan Notes, IMS Japan will pay the accrued and unpaid interest on the IMS Japan Notes to the date of the prepayment and a “make-whole amount” in respect of the IMS Japan Notes, calculated in accordance with the terms of the IMS Japan Note Purchase Agreement.

AItem 3.01 ~~copy~~Notice of ~~the~~Delisting ~~Limited~~or ~~Waiver~~Failure ~~and First Amendment~~ to ~~Master~~Satisfy ~~Note~~a ~~Purchase~~Continued ~~Agreement,~~Listing ~~among~~Rule ~~IMS~~or ~~Japan,~~Standard; ~~the~~Transfer ~~Company and the purchasers party thereto, dated as~~ of ~~February 22, 2010 is attached hereto as Exhibit 99~~Listing.2 ~~and is incorporated herein by reference.~~

~~Item~~In 8connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on February 26, 2010 that each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) was cancelled and automatically converted into the right to receive $22.00 ~~Other~~per ~~Events~~share in cash, without interest (other than shares held by the Company, Parent, Merger Sub or their subsidiaries), and requested that the NYSE file with the Securities and Exchange Commission an application on Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. Trading of the Common Stock on the NYSE was suspended as of the opening of trading on February 26, 2010.

~~On February~~Item ~~19,~~3.03 ~~2010,~~Material ~~the~~Modification ~~Company~~to ~~issued~~Rights ~~a press release regarding the anticipated closing date~~ of ~~the Merger~~Security Holders.

AEffective ~~copy~~as of the ~~press~~closing ~~release~~of ~~issued~~the Merger, each share of Common Stock (other than shares held by the Company, ~~regarding~~Parent, ~~the~~Merger ~~anticipated~~Sub or ~~closing~~their ~~date~~subsidiaries) ofwas ~~the~~cancelled ~~Merger~~and isautomatically ~~attached~~converted ~~hereto~~into asthe ~~Exhibit~~right 99to receive $22.300 in cash, without interest and isless ~~incorporated~~any ~~herein~~applicable bywithholding ~~reference~~taxes.

Item 9 5.01. ~~Financial~~Changes ~~Statements~~in ~~and~~Control ~~Exhibits~~of Registrant.

On February 26, 2010, the Sponsors consummated the acquisition of the Company through the Merger of Merger Sub with and into the Company. The Company is the surviving corporation in the Merger and is an indirect wholly-owned subsidiary of Parent.

The aggregate purchase price paid for all equity securities of the Company was approximately $4.2 billion. The purchase price was funded by (i) a senior secured term loan facility in an aggregate principal amount of $2 billion, a senior secured revolving credit facility with a maximum availability of $275 million and $1 billion of senior notes, (ii) equity financing from the Sponsors, members of the Company’s management and certain other indirect investors and (iii) cash of the Company.

A copy of the joint press release issued by the Company, TPG and CPPIB on February 26, 2010 announcing the consummation of the Merger is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, all the directors of the Company prior to the Merger voluntarily resigned from the Company’s board of directors effective as of the effective time of the Merger on February 26, 2010.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Merger, on February 26, 2010, the certificate of incorporation of Merger Sub immediately prior to the Merger became the certificate of incorporation of the Company (except with respect to the name of the Company) and the Company amended its by-laws to be in the form of the by-laws of Merger Sub immediately prior to the Merger, each in accordance with the terms of the Merger Agreement.

Copies of the certificate of incorporation and amended and restated by-laws are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number		Description
3.1		Certificate of Incorporation of IMS Health Incorporated.
99.1		Limited Waiver and First Amendment to Master Note Purchase Agreement, among the Company and the purchasers party thereto, dated as of February 22, 2010
3.2		Amended and Restated By-laws of IMS Health Incorporated.
99.2		Limited Waiver and First Amendment to Master Note Purchase Agreement, among IMS Japan, the Company and the purchasers party thereto, dated as of February 22, 2010
99.1		Press Release issued by the Company on February 26, 2010 announcing the consummation of the Merger.
99.3		Press Release dated February 19, 2010

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

IMS HEALTH INCORPORATED

By: /s/ Harvey A. Ashman

Name: Harvey A. Ashman

Title: Senior Vice President, General

Counsel and External Affairs

Date: March 2, 2010

EXHIBIT INDEX

Exhibit Number		~~Description~~Reference
99.1		Limited Waiver and First Amendment to Master Note Purchase Agreement, among the Company and the purchasers party thereto, dated as of February 22, 2010
3.1		Certificate of Incorporation of IMS Health Incorporated.
99.2		Limited Waiver and First Amendment to Master Note Purchase Agreement, among IMS Japan, the Company and the purchasers party thereto, dated as of February 22, 2010
3.2		Amended and Restated By-laws of IMS Health Incorporated.
99.3		Press Release dated February 19, 2010
99.1		Press Release issued by the Company on February 26, 2010 announcing the consummation of the Merger.

IMS HEALTH INCORPORATED

(Registrant)

/s/ Harvey A. Ashman

Harvey A. Ashman

Senior Vice President, General Counsel and External Affairs

Date: February 24, 2010

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