-----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, KeMK5SBRE/fIKeYaXqe+iQLURcdVBFa3E9wGGul2eXF1nAPa0KCUUQjqhRHi3QYN tzTuLn098RTHNCMtg8fz7Q== 0000356226-00-000013.txt : 20000502 0000356226-00-000013.hdr.sgml : 20000502 ACCESSION NUMBER: 0000356226-00-000013 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000501 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: 614479 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 and deemed filed pursuant to Rule 14a-12 under the Sucurities Exchange Act of 1934. Subject company: Policy Management Systems Corporation Commission File No. 1-10557 Timothy V. Williams Charles T. Conway Jr. Executive Vice President & Director, Corporate Communications Chief Financial Officer (803) 333-5348 (803) 333-5638 E-mail: charlieconway@pmsc.com E-mail: timvwilliams@pmsc.com POLICY MANAGEMENT SYSTEMS CORPORATION RECEIVES LETTER FROM EDS COLUMBIA, S.C., APRIL 28, 2000: Policy Management Systems Corporation (NYSE: PMS) has received the following letter today: Richard H. Brown Chairman to the Board and Chief Executive Officer EDS The Board of Directors of Policy Management Systems Corporation c/o G. Larry Wilson Chairman, President and Chief Executive Officer Policy Management Systems Corporation One PMSC Center Blythewood, South Carolina 29016 Dear Larry, Since I joined Electronic Data Systems Corporation in January of 1999 we have taken several steps to continue to grow EDS as a leading global provider of IT services. Our strategy has been to provide the full range of IT capabilities (e.g., systems integration, consulting, outsourcing) across vertical industry markets with local delivery capabilities. While the equity markets have viewed this focus quite favorably, we recognize that, under the right circumstances, the best strategy may be to acquire companies that have strong capabilities in particular vertical markets. EDS has a keen interest in the insurance market and sees tremendous potential in ( more ) leveraging our existing IT and outsourcing skills in this industry. Our internal work indicates that Policy Management Systems Corporation offers excellent capabilities to assist us in capturing this opportunity. Accordingly, we have followed with great interest your recent announcement with Welsh, Carson, Anderson & Stowe and believe that we can offer your shareholders a more compelling proposal. Based on our preliminary review of publicly available information, our Board of Directors has authorized us to propose a transaction in which we acquire 100% of the outstanding common stock of PMSC for $18 to $20 per share, in cash. Because of our limited access to information, this range does not reflect the additional synergy value we may find in due diligence, which could allow us to improve our proposal. Our proposal offers several advantages over the transaction with Welsh Carson: - - The EDS proposal offers your shareholders a premium of approximately 30% to 40% over the current offer and approximately 50% to 67% over the current trading price; - - The EDS proposal is 100% for cash; - - The EDS proposal is for 100% of the outstanding shares; - - The EDS proposal is not subject to any financing conditions; and - - The EDS proposal can be closed more quickly than the proposed Welsh Carson transaction. Effected by means of a cash tender offer, it can be closed three to four months prior to your existing deal. We appreciate that, in weighting our proposal, the obligation of the Board of Directors of PMSC is to examine it from the standpoint of the best interests of PMSC's shareholders. I recognize as well, however, the additional responsibility that directors quite properly feel toward employees, management, the community and customers being served. With this in mind, I am pleased to provide comfort on all of these points. - - The EDS proposal provides a broader platform and greater opportunities for your employees and management team. We recognize the substantial contribution that has been made by your employees and management team, and would intend that all employees and substantially the entire management team join the EDS family; - - The EDS proposal envisions maintaining PMSC's strong presence in the State of South Carolina, and increasing such presence by moving other complementary EDS operations into the State; and ( more ) - - The EDS proposal, we are confident, will be favorably received by PMSC's customers. EDS is very interested in PMSC and believes that our proposal should be compelling to your shareholders and advisors. While at this time our proposal is necessarily preliminary and non-binding, we are prepared to proceed immediately to perform due diligence and to make a binding offer. We currently believe we could complete our due diligence and the negotiation of mutually agreeable definitive agreements in a period of ten days to two weeks. To facilitate this process, we are prepared to use the Welsh, Carson, Anderson & Stowe documents as a basis for our negotiations. We are excited about a transaction with PMSC and look forward to your response. In light of the importance of this matter, we ask that you respond to us by the close of business on Tuesday, May 2. If you have any questions regarding our proposal, please contact me or Todd Marin of J.P. Morgan, who we have engaged to assist us in this matter, at 212-648-7791. Very truly yours, Dick Brown The Board of Directors has authorized the Company and its advisors to explore this proposal with EDS. On March 30, 2000, PMSC signed a merger agreement with an affiliate of Welsh, Carson, Anderson & Stowe which provides that stockholders will have the right to elect to either retain their shares or to receive $14 per share in cash, subject to between 75% and 93% of the existing shares being converted to cash. PMSC, headquartered in Columbia, S.C., is the leader in providing enterprise and electronic commerce application software, professional services, and outsourcing designed to meet the needs of the global insurance and related financial services industries. On January 21, 2000, PMSC announced it is changing its name to Mynd. Information on PMSC and its products and services can be found on the World Wide Web at http://www.pmsc.com. -30- 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/A 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. PMSC has filed a preliminary proxy statement/prospectus relating to the proposed merger with the Securities and Exchange Commission. PMSC will prepare and file with the SEC a definitive proxy statement/prospectus. Investors are urged to read the definitive proxy statement/prospectus, when available, as well as other relevant documents filed by PMSC with the SEC because they will contain important information. Investors will be able to obtain these documents for free from the SEC's website, www.sec.gov, or from PMSC investor services at www.pmsc.com. Information about participants in the solicitation of proxies for the merger, including direct or indirect interests, by securities holdings or otherwise, is included in the preliminary proxy statement/prospectus. -----END PRIVACY-ENHANCED MESSAGE-----