-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SYmkj/VwzvB1WmJVulpfog7BbzW3V4NxNRlc3Sc6uvIJjOCI0DtENhwMnv94TTc7 xSOsxM73tf91e0KrzjI/1g== 0000356226-00-000003.txt : 20000403 0000356226-00-000003.hdr.sgml : 20000403 ACCESSION NUMBER: 0000356226-00-000003 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000331 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLICY MANAGEMENT SYSTEMS CORP CENTRAL INDEX KEY: 0000356226 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 570723125 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-10557 FILM NUMBER: 589875 BUSINESS ADDRESS: STREET 1: ONE PMSC CTR STREET 2: PO BOX TEN CITY: COLUMBIA STATE: SC ZIP: 29202 BUSINESS PHONE: 8037354000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POLICY MANAGEMENT SYSTEMS CORP CENTRAL INDEX KEY: 0000356226 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 570723125 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: ONE PMSC CTR STREET 2: PO BOX TEN CITY: COLUMBIA STATE: SC ZIP: 29202 BUSINESS PHONE: 8037354000 425 1 Filed by Policy Management Systems Corporation Pursuant to Rule 425 under the Securities Act of 1933 Commission File No. 1-10557 Contact: Timothy V. Williams Charles T. Conway, Jr. Executive Vice President & Director Chief Financial Officer Corporate Communications (803) 333-5638 (803)333-5348 e-mail:timvwilliams@pmsc.com e-mail:charlieconway@pmsc.com PMSC ANNOUNCES AGREEMENT WITH WELSH, CARSON, ANDERSON & STOWE ------------------------------------------------------------- STOCKHOLDERS CAN RECEIVE $14 PER SHARE IN CASH FOR 75 TO 93 PERCENT OF THE SHARES WCAS COMMITS UP TO $604 MILLION IN THE RECAPITALIZATION NEW BUSINESS MODEL TO INCREASE FOCUS ON EBUSINESS AND BUSINESS PROCESS OUTSOURCING AS INSURANCE AND FINANCIAL SERVICES CUSTOMERS RAMP-UP INTERNET USE COLUMBIA, S.C., MARCH 30, 2000 -- Policy Management Systems Corporation (NYSE:PMS) announced today that it has signed a definitive agreement with an affiliate of Welsh, Carson, Anderson & Stowe ("WCAS"), a leading New York-based private investment firm, to affect a recapitalization of the company. The company will continue to operate as a public company with its current management and under its new name, Mynd. PMSC's Board of Directors has approved the transaction. Under the terms of the agreement, WCAS has committed to provide up to approximately $604 million of capital, of which $75 million will be used for investments in new strategic initiatives and other general corporate purposes. Stockholders will have the right to elect to either retain their shares or receive $14 per share in cash consideration, subject to between 75% and 93% of the existing shares being converted to cash. PMSC's existing stockholders will retain between 7% to 25% of the post-merger common stock. Larry Wilson, Chairman and Chief Executive Officer of PMSC, said, "We are confident that this is the right step at this moment in the company's transition to a new business model with a focus on eBusiness. This investment will substantially strengthen our capital base and enable us to increase our focus on delivering new, flexible solutions to our insurance and financial services customers. We believe we will be positioned to capitalize on the substantial growth opportunities in our markets." A spokesman for WCAS said, "PMSC is a company with a proven record of technological innovation, a strong customer base and a commitment to adapt its products and services to the rapidly developing world of eBusiness. Our investment reflects our strong belief that as an equity partner with a long-term perspective, we will give PMSC the financial strength to complete its transition to a new business model and invest in innovative technologies. As the pace of technological change accelerates, we believe that, working together with PMSC's management and employees, we will create substantial growth." The transaction is expected to be completed during the second or third quarter of this year and is subject to approval by PMSC's stockholders, the receipt of financing and other customary conditions. The financing necessary for the transaction has been fully committed by WCAS and an affiliate of Donaldson, Lufkin & Jenrette. A special meeting of PMSC's stockholders will take place as soon as practical following approval of proxy materials by the Securities and Exchange Commission. PMSC's Board was advised by Credit Suisse First Boston. WCAS was advised by Donaldson, Lufkin & Jenrette. In the event the agreement is terminated under certain circumstances, PMSC has agreed to pay WCAS a termination fee of $19 million plus expenses of up to $5 million. WCAS, founded in 1979, is one of the leading private equity firms in the country, with assets under management of approximately $8 billion. It focuses exclusively on the information services, communications and health care industries and invests out of a $3.2 billion equity fund and a $1.4 billion subordinated debt fund. In addition to this investment, WCAS has sponsored a number of transactions with leading information services companies including The Bisys Group Inc., SunGuard Data Systems, Inc., Fiserv Inc., Amdocs Ltd., Bridge Information Systems, and Comdata Holdings Corporation. PMSC, headquartered in Columbia, S.C., is a leading provider of application software, related automation support and information services designed to meet the needs of the global insurance and financial services industries. Information on PMSC and its products and services can be found on the World Wide Web at http://www.pmsc.com ************* Statements about the proposed agreement are forward-looking statements that involve risks and uncertainties. Among the factors that could cause actual results to differ materially from those in the forward looking statements are: the failure of the agreement to be consummated and those factors in PMSC's 1999 Annual Report on Form 10K and other reports and filings with the U.S. Securities and Exchange Commission. PMSC disclaims any intention or obligation to update or revise any forward looking statements. Investors are urged to read the Current Report on Form 8-K and proxy statement/prospectus relating to the agreement and any other relevant documents filed by PMSC with the Securities and Exchange Commission, when available, because they will contain important information. Investors will be able to obtain these documents, when available, for free from the SEC's web site, www.sec.gov or from PMSC investor services at http://www.pmsc.com -----END PRIVACY-ENHANCED MESSAGE-----