Trizetto Group Inc - Prospectus filed pursuant to Rule 424(b)(3) (424B3)
March 14 2008 - 3:23PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-145359
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PROSPECTUS SUPPLEMENT NO. 12
(To Prospectus Dated
August 13, 2007)
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THE TRIZETTO GROUP, INC.
$230,000,000
1.125% CONVERTIBLE SENIOR NOTES
DUE APRIL 15, 2012
AND COMMON STOCK
ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement supplements information contained in that certain prospectus dated
August 13, 2007 of The TriZetto Group, Inc. (the Company), relating to the offer and sale from time to time of up to $230,000,000 of the Companys 1.125% Convertible Senior Notes due 2012, or the notes, and 10,467,622 shares of
the Companys outstanding common stock that are issuable upon conversion of the notes, which are held by certain securityholders named in the prospectus under the section entitled Selling Securityholders. This prospectus supplement
is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.
The following table amends and supplements the information set forth in the prospectus under the section entitled Selling Securityholders with respect to the selling securityholders named below and the
respective notes and shares of common stock beneficially owned by such selling securityholders that may be offered pursuant to the prospectus:
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Number of Shares of
Common Stock
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Selling Securityholder
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Principal Amount of
Notes Beneficially
Owned and Offered
Hereby
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Beneficially
Owned
(1)
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Offered
Hereby
(1)
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OCM Convertible Trust
(2)
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$
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856,000
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38,958
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38,958
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Delta Air Lines Master Trust CV
(2)
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$
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456,000
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20,753
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20,753
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Delaware Public Employees Retirement System
(2)
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$
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1,224,000
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55,706
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55,706
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Chrysler LLC Master Retirement Trust
(2)
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$
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2,246,000
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102,219
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102,219
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Vanguard Convertible Securities Fund, Inc.
(2)
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$
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3,577,000
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162,794
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162,794
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Delta Pilots Disability & Survivorship Trust CV
(2)
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$
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290,000
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13,198
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13,198
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Microsoft Capital Group, L.P.
(2)
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$
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252,000
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11,469
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11,469
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Qwest Occupational Health Trust
(2)
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$
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169,000
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7,691
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7,691
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International Trust & Engine Corporation Non-Contributory Retirement Plan Trust
(2)
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$
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258,000
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11,742
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11,742
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International Truck & Engine Corporation Retirement Plan for Salaried Employees
Trust
(2)
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$
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137,000
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6,235
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6,235
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International Truck & Engine Corporation Retiree Health Benefit Trust
(2)
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$
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147,000
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6,690
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6,690
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UnumProvident Corporation
(2)
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$
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510,000
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23,211
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23,211
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F.M. Kirby Foundation, Inc.
(2)
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$
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415,000
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18,887
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18,887
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OCM Global Convertible Securities Fund
(2)
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$
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321,000
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14,609
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14,609
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Virginia Retirement System
(2)
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$
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3,374,000
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153,555
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153,555
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Qwest Pension Trust
(2)
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$
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1,107,000
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50,381
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50,381
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ACE Tempest Reinsurance Ltd.
(2)
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$
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145,000
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6,599
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6,599
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National Railroad Retirement Investment Trust
(2)
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$
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1,427,000
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64,945
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64,945
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Trust for the Defined Benefit Plans of ICI American Holdings, Inc.
(2)
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$
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548,000
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24,940
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24,940
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Arlington County Employees Retirement System
(2)
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$
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978,000
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44,510
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44,510
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(1)
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Includes shares of common stock issuable upon conversion of the notes, assuming conversion of all the named selling securityholders notes at the initial conversion rate of
45.5114 shares of common stock per $1,000 principal amount at maturity of the notes. This conversion rate is subject to adjustment, however, as described under Description of Notes Conversion Rights Adjustments to Conversion
Rate in the prospectus. As a result, the number of shares of common stock issuable upon conversion of the notes beneficially owned and offered by the named selling securityholder may increase or decrease in the future.
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(2)
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Oaktree Capital Management L.P. (Oaktree) is the investment manager for the named selling securityholder with respect to the aggregate principal amount of notes held by
the selling securityholder and the shares issuable upon conversion of such notes. Oaktree has indicated that Lawrence Keele has sole voting and dispositive power with respect to the notes and the shares issuable upon conversion of the notes.
Oaktree, Mr. Keele and each of the partners and employees of Oaktree disclaim beneficial ownership of the notes and the shares issuable upon conversion of the notes except to the extent of their respective pecuniary interest therein.
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The date of this prospectus supplement is March 14, 2008.
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