SC 13D/A 1 ndc-13da_amendment9.htm AMENDMENT NO. 9 TO SCHEDULE 13D


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXHANGE ACT OF 1934
(AMENDMENT NO. 9)*

NDCHEALTH CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $.125 PER SHARE

(Title of Class of Securities)

639480102

(CUSIP Number)

JEROME J. LANDE
MMI INVESTMENTS, L.P.
1370 Avenue of the Americas
New York, New York 10019
(212) 586-4333

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

June 28, 2005

(Date of Event which Requires Filing of this Statement)

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. / /

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1746 (11-03)

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	CUSIP No. 639480102
1.	NAMES OF REPORTING PERSONS...........................MMI Investments, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 141810589
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS)	OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	[ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION	Delaware
NUMBER OF SHARES	7. SOLE VOTING POWER	3,501,900
BENEFICIALLY OWNED BY	8. SHARED VOTING POWER
EACH REPORTING	9. SOLE DISPOSITIVE POWER	3,501,900
PERSON WITH	10. SHARED DISPOSITIVE POWER
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	3,501,900
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	[ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	9.7%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)	PN

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	CUSIP No. 639480102
1.	NAMES OF REPORTING PERSONS...........................MCM Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 141814578
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS)	AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	[ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION	Delaware
NUMBER OF SHARES	7. SOLE VOTING POWER	3,501,900
BENEFICIALLY OWNED BY	8. SHARED VOTING POWER
EACH REPORTING	9. SOLE DISPOSITIVE POWER	3,501,900
PERSON WITH	10. SHARED DISPOSITIVE POWER
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	3,501,900
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	[ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	9.7%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)	OO

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ITEM 1. SECURITY AND ISSUER

This Amendment No. 9 to statement on Schedule 13D (this “Statement”) relates to the Common Stock, Par Value $.125 Per Share (the “Common Stock”), of NDCHEALTH CORPORATION, a DELAWARE corporation (the “Issuer”), the principal executive offices of which are located at NDC PLAZA, ATLANTA, GEORGIA 30329-2010. This Amendment No. 9 amends and restates in full each of the items set forth below. Terms not defined in this Amendment No. 9 shall have the respective meanings given to such terms in the Schedule 13D originally deemed filed on April 7, 2004 (“Original Schedule 13D”).

ITEM 4. PURPOSE OF TRANSACTION

MMI Investments purchased the Shares as part of its investment activities. The Reporting Persons intend to review and evaluate the investment by MMI Investments in the Common Stock of the Issuer on an ongoing basis and may, depending upon their evaluation of the business and prospects of the Issuer, or such other considerations as they may deem relevant, determine to increase (but not to more than 10% of the outstanding Common Stock), decrease, or dispose of MMI Investments’ holdings of Common Stock. As a part of such review and evaluation, the Reporting Persons may communicate with the Issuer’s management, directors and other shareholders, including, without limitation, as described in the following paragraphs.

MMI Investments submitted to the Issuer, for inclusion in its proxy statement for its 2004 annual meeting, a shareholder proposal (“Proposal”) requesting that the Board of Directors engage a leading investment bank to analyze strategic alternatives for maximizing shareholder value, including but not limited to acquisitions, divestitures, recapitalizations and sale to or merger with a third party; a copy of that Proposal, related supporting statement and related letter to the Issuer is filed herewith as Exhibit 2. Although MMI Investments had held in excess of $2,000 worth of the Issuer’s common stock only since July 10, 2003, and therefore did not meet the Rule 14a-8 requirement for such a holding for one year at the required time of the Proposal’s submission, MMI Investments, based on its belief that the Proposal otherwise met the 14a-8 requirements, requested that the Issuer waive the one year requirement. The Issuer subsequently obtained concurrence from the staff of the Securities and Exchange Commission that the Proposal could be excluded from its proxy statement under Rule 14a-8.

On July 14, 2004, the Reporting Persons transmitted to the Issuer notice (“Notice”), filed herewith as Exhibit 3, in accordance with the Issuer’s By-Laws, of a separate proposal (“Stockholder Value Proposal”) — similar to the Proposal — to be moved at the Issuer’s annual meeting. MMI’s revised definitive proxy materials relating to the Stockholder Value Proposal filed with the Commission on September 21, 2004 may be viewed on the Commission’s website at www.sec.gov. The Reporting Persons solicited proxies from the holders of at least 50.01% of the Issuer’s outstanding common stock in favor of the Stockholder Value Proposal in accordance with the proxy rules under the Securities Exchange Act of 1934. Based on voting results certified by the independent Inspectors of Election, the Stockholder Value Proposal was approved at the Issuer's October 28, 2004 annual meeting by a majority of the outstanding shares, representing approximately 83% of the shares voted on the proposal at a better than five-to-one margin. A copy of MMI's press release issued on November 9, 2004, concerning the certified vote on the Stockholder Value Proposal and its significance is filed herewith as Exhibit 5.

On January 5, 2005, MMI Investments transmitted to the Issuer's independent directors a letter, included in the press release issued on January 6, 2005 and filed herewith as Exhibit 6, that, among other things, (i) demands that the Board promptly terminate Walter Hoff and accelerate the retention of an investment banker and commencement of the strategic alternatives review process and (ii) briefly addresses MMI Investments' plans with respect to a possible election contest.

On June 28, 2005, MMI Investments transmitted to the Issuer's Board of Directors a letter, filed herewith as Exhibit 7, that, among other things, advises the Board of Directors that MMI Investments is currently preparing, and intends to submit by the July 31, 2005 deadline, its formal notice of nominations of persons for election as Directors at the 2005 Annual Meeting of Stockholders.

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As a result of some or all of the actions described in the preceding paragraphs, MMI Investments may no longer be able to rely on the exemption under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) for shares held solely for investment purposes. In order to retain its flexibility to determine, as described above, to increase (but not to more than 10% of the outstanding Common Stock of the Issuer) MMI Investments’ holdings of Common Stock where the value of such holdings upon any such increase exceeds $50 million, MMI Investments on May 17, 2004, filed a Notification and Report Form under the HSR Act, seeking clearance for such acquisitions. MMI Investments was granted early termination of the waiting period pursuant to the HSR Act on June 7, 2004.

Other than as described in this Item 4, neither Reporting Person, nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I, has any current plan or proposal that relates to or would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; PROVIDED that the Reporting Persons reserve the right to develop such plans or proposals.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

See Exhibit Index appearing elsewhere herein, which is incorporated herein by reference.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.

Date: June 28, 2005


	MMI INVESTMENTS, L.P. By: MCM Management, LLC General Partner By: /s/ JEROME J. LANDE Jerome J. Lande Executive Vice President MCM MANAGEMENT, LLC By: /s/ JEROME J. LANDE Jerome J. Lande Executive Vice President

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SCHEDULE I

MCM MANAGEMENT, LLC (“MCM”)


NAME AND BUSINESS ADDRESS		POSITION AND PRINCIPAL OCCUPATION
John S. Dyson 1370 Avenue of the Americas New York, New York 10019		Voting Member and Chairman of MCM; Voting Member and Chairman of Millcap Advisors, LLC ("Millcap"), a Delaware limited liability company, 1370 Avenue of the Americas, New York, New York 10019
Clay B. Lifflander 1370 Avenue of the Americas New York, New York 10019		Voting Member and President of MCM; Voting Member and President of Millcap

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EXHIBIT INDEX

NUMBER DESCRIPTION

Joint Filing Agreement dated as of April 7, 2004, by and between MMI Investments and MCM (incorporated by reference to Exhibit to the Schedule 13D filed by such persons on April 7, 2004, with respect to NDCHealth Corporation).

Letter, dated April 28, 2004 to NDCHealth Corporation and enclosure thereto (containing a shareholder resolution and related support statement) (incorporated by reference to Exhibit 2 to Amendment No. 1 to the Original Schedule 13D).

Letter, dated July 14, 2004 to NDCHealth Corporation (giving notice of a motion to be made at its 2004 Annual Meeting) (incorporated by reference to Exhibit 3 to Amendment No. 4 to the Original Schedule 13D).

Press release, dated October 28, 2004, issued by MMI Investments (incorporated by reference to Exhibit 4 to Amendment No. 6 to the Original Schedule 13D).

Press release, dated November 9, 2004, issued by MMI Investments (incorporated by reference to Exhibit 5 to Amendment No. 7 to the Original Schedule 13D).

Press release, dated January 6, 2005, issued by MMI Investments, including a letter, dated January 5, 2005 to the Issuer's independent directors (among other things, (i) demanding termination of Walter Hoff and accelerated retention of an investment banker and commencement of the strategic alternatives review process, and (ii) briefly addressing MMI Investments' plans with respect to a possible election contest) (incorporated by reference to Exhibit 6 to Amendment No. 8 to the Original Schedule 13D).

Letter, dated June 28, 2005 to the Issuer's Board of Directors (among other things) advising that MMI Investments is currently preparing (and intends to submit by the July 31, 2005 deadline) its formal notice of nominees for election as Directors at the 2005 Annual Meeting of Stockholders.

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EXHIBIT 7

[MMI Investments, L.P. Letterhead]

June 28, 2005

By Federal Express

Board of Directors

NDCHealth Corporation

NDC Plaza

Atlanta, Georgia 30329-2010

Dear Members of the Board:

Please be advised that MMI Investments, L.P., beneficial owner of 3,501,900 shares of NDCHealth Corporation common stock (of which MMI holds 1000 shares of record), is currently preparing its formal notice of nominations of persons for election to the Board of Directors at the 2005 NDCHealth annual meeting of stockholders. MMI intends to submit notice of its slate of three director nominees by the July 31, 2005 deadline specified by NDCHealth’s by-laws and its 2004 proxy statement.

It is our hope that our nomination of a director slate will be rendered moot by the successful execution by the Board and its investment bankers, Blackstone and Goldman Sachs, of the Board’s objective of maximizing stockholder value.


	Sincerely,
	/s/ Clay Lifflander Clay Lifflander

cc:	William S. Oglesby

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