-----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, Cuzuu9cV+9quOUEyx/jaJuQedi/+xRoJUPwNaeCZe5pF+tinl9ONR5roas86w2fR 4PIfi/UhD5pBK+kCHMlYDw== 0001089447-04-000013.txt : 20041012 0001089447-04-000013.hdr.sgml : 20041011 20041012150408 ACCESSION NUMBER: 0001089447-04-000013 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041012 DATE AS OF CHANGE: 20041012 EFFECTIVENESS DATE: 20041012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NDCHEALTH CORP CENTRAL INDEX KEY: 0000070033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 580977458 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12392 FILM NUMBER: 041074655 BUSINESS ADDRESS: STREET 1: NDCHEALTH CORPORATION STREET 2: NDC PLAZA CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4047282000 MAIL ADDRESS: STREET 1: NDC PLAZA CITY: ATLANTA STATE: GA ZIP: 30329-2010 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL DATA CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MMI INVESTMENTS LP CENTRAL INDEX KEY: 0001089447 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 141810589 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: C/O MMI INVESTMENTS LLC, GENERAL PARTNER STREET 2: 26 WING RD CITY: MILLBROOK STATE: NY ZIP: 12545 BUSINESS PHONE: 9146778383 MAIL ADDRESS: STREET 1: C/O MMI INVESTMENTS LLC, GENERAL PARTNER STREET 2: WING ROAD RR 1, BOX 167D CITY: MILLBROOK STATE: NY ZIP: 12545 FORMER COMPANY: FORMER CONFORMED NAME: MMI INVESTMENTS II-A LP DATE OF NAME CHANGE: 19990623 DFAN14A 1 ndc-dfan14a_addlproxy101204.htm

FOR IMMEDIATE RELEASE

Contact:
Jerome Lande
MMI Investments, L.P.
Tel: (212) 586-4333
Fax: (212) 586-0340


PRESS RELEASE

ISS RECOMMENDS A VOTE FOR MMI’S STOCKHOLDER VALUE PROPOSAL AT UPCOMING
NDCHEALTH (NYSE: NDC) ANNUAL MEETING

  • ANALYSIS FINDS “SHAREHOLDER APPROVAL OF MMI’S PROPOSAL WILL SEND A STRONG MESSAGE TO MANAGEMENT AND THE BOARD THAT CONTINUED
DIMINUTION OF STOCKHOLDER VALUE WILL NOT BE TOLERATED.”

NEW YORK, October 12, 2004 – MMI Investments, L.P. (MMI) today announced that Institutional Shareholders Services, Inc. (ISS), a leading independent provider of proxy voting advice to the institutional investment community, recommended that stockholders of NDCHealth Corporation (NYSE: NDC) vote FOR MMI’s Stockholder Value Proposal at NDC’s October 28th Annual Meeting.

MMI’s Stockholder Value Proposal requests that, due to the prolonged poor performance of NDC’s stock and the failure of Management’s “Eight-Quarter Plan”, NDC’s Board engage a leading investment bank to analyze and provide a written report to the Board on all strategic alternatives available to maximize stockholder value.

Noting that ISS’s analyses and recommendations are relied upon by hundreds of major institutional investment firms, mutual funds and fiduciaries, Clay Lifflander, President of MMI’s General Partner, commented: “We are pleased that ISS supports our proposal, and expect that others will reach the same conclusion as ISS: that ‘shareholder approval of [the] proposal will send a strong message to management and the board that continued diminution of stockholder value will not be tolerated.’"

ISS noted that “NDC clearly has underperformed the market and its peers over the past five years,” and that “the poor share price performance raises a red flag of a potential pay-for-performance disconnect.” The analysis also noted that the company’s performance data in its proxy statement for the Annual Meeting are “somewhat misleading” by failing to reflect the significant decline in stock price after the close of the 2004 fiscal year.

Mr.Lifflander further noted that “As stockholders consider their vote on the Stockholder Value Proposal, they should consider another important ISS finding: ‘because of the antitakeover profile of the company (which has a staggered board and poison pill amongst other shareholder-unfriendly features) the shareholder proposal process is one of the only means for shareholders to voice their displeasure at the direction of the company, or to help to effect change at the company.’"

Mr. Lifflander continued, “As the owners of almost 10% of NDC’s stock, we are deeply concerned about the company’s prolonged poor performance. We and the other NDC stockholders deserve better than a continuation of NDC’s version of business as usual. We expect that once in possession of a clear, independent analysis of the alternatives, the Board will agree.”

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