SC TO-I/A

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)

NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
(Name of Subject Company (Issuer))

NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
(Name of Filing Persons (Issuer))

NEW MOUNTAIN PARTNERS, L.P.***
NEW MOUNTAIN AFFILIATED INVESTORS, L.P.***
(Name of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

636918302
(CUSIP Number of Class of Securities)

James J. Bigl
President and Chief Executive Officer
National Medical Health Card Systems, Inc.
26 Harbor Park Drive
Port Washington, New York 11050
(516) 626-0007

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person(s))

With Copies to:

Steven I. Suzzan, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000 Aviva F. Diamant, Esq.
John M. Bibona, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee**
$	50,000,005	$	6,335.00

*

For purposes of calculating the Filing Fee, pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, the Transaction Value was calculated assuming that 4,545,455 shares of common stock, par value $0.001 are purchased at the tender offer price of $11.00 per share in cash.

**

The filing fee, calculated in accordance with Rule 0-11, is $126.70 per million of the aggregate Transaction Value.

ý

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $6,335.00	Filing Party: National Medical Health Card Systems, Inc.
Form or Registration No.: 5-58937	Date Filed: February 19, 2004

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.	o going-private transaction subject to Rule 13e-3.
ý issuer tender offer subject to Rule 13e-4.	o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ý

***

Each of New Mountain Partners, L.P. and New Mountain Affiliated Investors, L.P. may be deemed a co-bidder with respect to the Offer.

        This Amendment No. 5 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (which, together with Amendment Nos. 1, 2, 3 and 4 to the Tender Offer Statement on Schedule TO and this Amendment No. 5 to Schedule TO, constitutes this "Tender Offer Statement") filed by National Medical Health Card Systems, Inc., a Delaware corporation ("Health Card") on February 19, 2004. This Tender Offer Statement relates to the offer by Health Card to purchase up to 4,545,455 of the outstanding shares of its common stock, $0.001 par value per share, at a price per share of $11.00, net to the seller in cash without interest thereon, upon the terms and subject to the conditions set forth in the offer to purchase, dated February 19, 2004, as amended (the "Offer to Purchase"), and the related letter of transmittal (the "Letter of Transmittal"), copies of which have been filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO, dated February 19, 2004. This Tender Offer Statement is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.

        Except as provided herein, this Amendment No. 5 does not alter the information previously set forth in the Offer to Purchase and should be read in conjunction with the Offer to Purchase.

Item 4.    Terms of the Transaction

        Item 4 of the Schedule TO is hereby amended and supplemented by adding the following: "The offer expired at 9:00 am, New York City time, on March 19, 2004. Pursuant to the offer, Health Card has accepted for payment 4,448,900 shares of Common Stock at a purchase price of $11.00 per share. All of the shares were tendered by Bert Brodsky and the other covered stockholders. As of March 18, 2004, prior to giving effect to the offer and the issuance of shares of Series A Preferred Stock to New Mountain Partners, L.P. and New Mountain Affiliated Investors, L.P. (together, "New Mountain Partners"), Health Card had outstanding 8,017,576 shares of Common Stock. As of March 19, 2004, after completion of the offer and the issuance of 6,956,522 shares of Series A Preferred Stock (initially convertible into an equal number of shares of Common Stock) to New Mountain Partners at a purchase price of $11.50 per share, Health Card would have 10,525,198 shares of Common Stock outstanding (assuming the conversion of the Series A Preferred Stock into 6,956,522 shares of Common Stock into which the Series A Preferred Stock is initially convertible)."

Item 11. Additional Information.

        Item 11 of Schedule TO is hereby amended and supplemented by adding the following: "On March 19, 2004, Health Card issued a press release announcing, among other things, the final results of the offer, a copy of which is filed as Exhibit (a)(5)(D) hereto and is incorporated herein by reference."

1

Item 12.    Exhibits

(a)(1)(A)	Form of Offer to Purchase, dated February 19, 2004.*
(a)(1)(B)	Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on IRS Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on IRS Substitute Form W-9).*
(a)(1)(C)	Form of Notice of Guaranteed Delivery.*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Text of Press Release issued by National Medical Health Card Systems, Inc., dated October 31, 2003.**
(a)(5)(B)	Form of Letter to Stockholders of National Medical Health Card Systems, Inc., dated February 19, 2004, from James J. Bigl, President and Chief Executive Officer of National Medical Health Card Systems, Inc.*
(a)(5)(C)	Text of Press Release issued by National Medical Health Card Systems, Inc. dated March 12, 2004****
(a)(5)(D)	Text of Press Release issued by National Medical Health Card Systems, Inc. dated March 19, 2004
(b)	Not applicable.
(d)(1)	Support Agreement, dated as of October 30, 2003, by and among National Medical Health Card Systems, Inc., Bert E. Brodsky, Bert E. Brodsky Revocable Trust dated May 24, 1999, P.W. Capital Corp., Lee Jared Brodsky, David Craig Brodsky, Jeffrey Holden Brodsky, Jessica Brodsky Miller, the Irrevocable Trusts of each of Lee Jared Brodsky dated January 1, 2002, David Craig Brodsky dated February 1, 2001, Jeffrey Holden Brodsky dated February 1, 2001 and Jessica Brodsky Miller dated February 1, 2001 and New Mountain Partners, L.P.***
(d)(2)	Amended and Restated Preferred Stock Purchase Agreement, dated as of November 26, 2003, by and between National Medical Health Card Systems, Inc. and New Mountain Partners, L.P. ***
(d)(3)	Form of Certificate of Designations, Preferences and Rights of the Series A 7% Convertible Preferred Stock, par value $0.10 per share, of National Medical Health Card Systems, Inc.***
(g)	Not applicable.
(h)	Not applicable.

*

Previously filed on Schedule TO-I on February 19, 2004.

**

Previously filed on Schedule TO-C on October 31, 2003.

***

Previously filed as an Annex to Health Card's Proxy Statement on Schedule 14A on February 19, 2004.

****

Incorporated by reference from the Current Report on Form 8-K of National Medical Health Card Systems, Inc. filed on March 15, 2004.

SIGNATURE

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

NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
By:	/s/  JAMES J. BIGL Name: James J. Bigl Title: President and Chief Executive Officer

Dated: March 19, 2004

SIGNATURE

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

        Dated: March 19, 2004

NEW MOUNTAIN PARTNERS, L.P.*
By:	New Mountain Investments, L.P., its general partner
By:	New Mountain GP, LLC its general partner
By:	/s/  STEVEN B. KLINSKY Steven B. Klinsky Member
NEW MOUNTAIN AFFILIATED INVESTORS, L.P.*
By:	New Mountain GP, LLC, its general partner
By:	/s/  STEVEN B. KLINSKY Steven B. Klinsky Member

*

Each of New Mountain Partners, L.P. and New Mountain Affiliated Investors, L.P. may be deemed to be co-bidders with respect to the Offer

EXHIBIT INDEX

(a)(1)(A)	Form of Offer to Purchase, dated February 19, 2004.*
(a)(1)(B)	Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on IRS Substitute
	Form W-9 and Guidelines for Certification of Taxpayer Identification Number on IRS Substitute Form W-9).*
(a)(1)(C)	Form of Notice of Guaranteed Delivery.*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
	Nominees.*
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Text of Press Release issued by National Medical Health Card Systems, Inc., dated October 31, 2003.**
(a)(5)(B)	Form of Letter to Stockholders of National Medical Health Card Systems, Inc., dated February 19, 2004, from
	James J. Bigl, President and Chief Executive Officer of National Medical Health Card Systems, Inc.*
(a)(5)(C)	Text of Press Release issued by National Medical Health Card Systems, Inc. dated March 12, 2004****
(a)(5)(D)	Text of Press Release issued by National Medical Health Card Systems, Inc. dated March 19, 2004
(b)	Not applicable.
(d)(1)	Support Agreement, dated as of October 30, 2003, by and among National Medical Health Card Systems, Inc., Bert E. Brodsky, Bert E. Brodsky Revocable Trust dated May 24, 1999, P.W. Capital Corp., Lee Jared Brodsky, David Craig Brodsky, Jeffrey Holden Brodsky, Jessica Brodsky Miller, the Irrevocable Trusts of each of Lee Jared Brodsky dated January 1, 2002, David Craig Brodsky dated February 1, 2001, Jeffrey Holden Brodsky dated February 1, 2001 and Jessica Brodsky Miller dated February 1, 2001 and New Mountain Partners, L.P.***
(d)(2)	Amended and Restated Preferred Stock Purchase Agreement, dated as of November 26, 2003, by and between
	National Medical Health Card Systems, Inc. and New Mountain Partners, L.P. ***
(d)(3)	Form of Certificate of Designations, Preferences and Rights of the Series A 7% Convertible Preferred Stock,
	par value $0.10 per share, of National Medical Health Card Systems, Inc.***
(g)	Not applicable.
(h)	Not applicable.

*

Previously filed on Schedule TO-I on February 19, 2004.

**

Previously filed on Schedule TO-C on October 31, 2003.

***

Previously filed as an Annex to Health Card's Proxy Statement on Schedule 14A on February 19, 2004.

****

Incorporated by reference from the Current Report on Form 8-K of National Medical Health Card Systems, Inc. filed on March 15, 2004.

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SIGNATURE
SIGNATURE
EXHIBIT INDEX

EX-99.A5D

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Exhibit (a)(5)(D)

Company Contact
Stuart Fleischer
Chief Financial Officer
516-605-6625
sfleischer@nmhcrx.com Investor Relations Contacts
David Waldman/John Heilshorn
Lippert/Heilshorn & Associates
212-838-3777
dwaldman@lhai.com Media Contact
Chenoa Taitt
Lippert/Heilshorn & Associates
212-838-3777
ctaitt@lhai.com

For Immediate Release

National Medical Health Card Systems Completes $80 Million

Strategic Investment from New Mountain Partners

—Company Seeks New Acquisition Targets—

PORT WASHINGTON, N.Y.—March 19, 2004—National Medical Health Card Systems, Inc. (Nasdaq: NMHC), a national independent pharmacy benefit manager (PBM) doing business as NMHC Rx, today reported it has completed its self tender offer and its private placement of convertible preferred stock with New Mountain Partners, L.P. and its affiliate (New Mountain), New York-based private equity investment funds, which transactions were previously announced on October 31, 2003. NMHC received shareholder approval for the private placement and related matters at its annual meeting held on March 18, 2004.

        As a result of this transaction, New Mountain has purchased $80 million of convertible preferred NMHC stock, and now owns approximately 66 percent of the outstanding equity of NMHC. NMHC used approximately $49 million of the New Mountain investment to conduct a self tender that expired at 9:00 am today, under which 4,448,900 shares of common stock were tendered to NMHC and purchased at a price of $11.00 per share—all from Bert Brodsky and related shareholders. The balance of the New Mountain investment, net of transaction costs, is intended to be used for acquisition opportunities in the PBM and specialty pharmacy spaces. NMHC will be reporting an $80 million one-time, non-cash reduction in arriving at net income available for common shareholders, known as the beneficial conversion feature, in the fiscal third quarter, ending March 31, 2004.

        James Bigl, president and chief executive officer of NMHC, stated, "We are encouraged by the strong show of support from our shareholders in favor of both the company's strategy and the New Mountain transaction. This investment is our first meaningful capital infusion since the company's public offering in 1999, and provides us over $20 million in cash on hand, which we intend to use for future acquisitions. We are also looking forward to contributions from Steve Klinsky and the entire New Mountain team, along with our continuing and new board members, as we accelerate the company's growth."

        Mr. Bigl concluded, "We greatly appreciate Bert Brodsky's dedication and accomplishments as founder and former chairman of the company, helping take the company from a start-up to becoming a leading PBM with nearly $600 million in revenue. We also look forward to his future contributions as a member of our board."

        NMHC also announced that Steven B. Klinsky, founder and chief executive officer of New Mountain Capital, LLC, has been elected to the board and appointed non-executive chairman. Mr. Brodsky will remain a director along with James Bigl, Gerald Angowitz, and Paul Konigsberg. In connection with the transactions, as previously agreed upon, Kenneth Daley, Ronald Fish and Gerald Shapiro resigned as directors. NMHC also expanded its board of directors from seven members to 10 members. Along with Mr. Klinsky, five additional directors selected by New Mountain Partners have been elected to the board of directors. The new members of NMHC's board are Steven Klinsky, Michael Ajouz, G. Harry Durity, Michael Flaherman, Robert Grusky, and Robert Silberman.

About NMHC

        National Medical Health Card Systems, Inc. (NMHC) operates NMHC Rx (pharmacy benefits manager or PBM), Integrail (health information solutions), NMHC Mail (home delivery pharmacy), and Ascend (specialty pharmacy solutions), providing services to corporations, unions, health maintenance organizations, third-party administrators, and local governments. Through its clinical programs, value-added offerings, and advanced information systems, NMHC provides quality, cost effective management of pharmacy benefit programs.

Forward-Looking Statements

        This press release contains forward-looking statements which involve known and unknown risks and uncertainties or other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used herein, the words "may", "could", "estimate", "believes", "anticipates", "thinks", "intends", "will be", "expects" and similar expressions identify forward-looking statements. For a discussion of such risks and uncertainties, including but not limited to risks relating to demand, pricing, government regulation, acquisitions and affiliations, the market for PBM services, competition and other factors, readers are urged to carefully review and consider various disclosures made by NMHC in the Company's Annual Report on Form 10-K, as amended, for the fiscal year ended June 30, 2003, and other Securities and Exchange Commission filings.

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National Medical Health Card Systems Completes $80 Million Strategic Investment from New Mountain Partners —Company Seeks New Acquisition Targets—