-----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, PotHkWelEEoWAioT5ERYTSoAGjB7jl3P5UejgnwKC/r92B8gNcwAFgBwLaP7u1u1 Zoiw+W6iBuMZtFl8wKVbQg== /in/edgar/work/20000810/0000950144-00-009809/0000950144-00-009809.txt : 20000921 0000950144-00-009809.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950144-00-009809 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000810 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL MANAGER CORP/NEW/ CENTRAL INDEX KEY: 0000850436 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 222975182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-17822 FILM NUMBER: 691930 BUSINESS ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL MANAGER CORP /NEW/ DATE OF NAME CHANGE: 19990723 FORMER COMPANY: FORMER CONFORMED NAME: SYNETIC INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHEON WEBMD CORP CENTRAL INDEX KEY: 0001088917 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 400 LENOX BUILDING STREET 2: 3399 PEACHTREE ROAD NE CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4044957600 MAIL ADDRESS: STREET 1: 400 LENOX BUILDING STREET 2: 3399 PEACHTREE ROAD NE CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP /DE/ DATE OF NAME CHANGE: 19991210 425 1 e425.txt MEDICAL MANAGER CORP / HEALTHEON/WEBMD CORP 1 Filed by: Healtheon/WebMD Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Medical Manager Corporation Commission File No.: 000-17822 THIS COMMUNICATION IS FILED PURSUANT TO RULES 165 AND 425 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. INVESTORS ARE URGED TO READ THE VARIOUS FILINGS OF HEALTHEON/WEBMD CORPORATION AND MEDICAL MANAGER CORPORATION WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE PROXY STATEMENT/REGISTRATION STATEMENT THAT IS REQUIRED TO BE FILED WITH RESPECT TO THE TRANSACTION DESCRIBED BELOW PRIOR TO THE VOTE OF THE SHAREHOLDERS OF MEDICAL MANAGER CORPORATION AND HEALTHEON/WEBMD CORPORATION WITH RESPECT TO THE MERGER. 2 [Background Photo] [Healtheon (TM)/ WebMD (SM) LOGO] Connecting the Global Healthcare Marketplace 3 SEC LEGEND This communication has been filed with the SEC pursuant to Rules 165 and 425 promulgated under the Securities Act of 1933, as amended. Investors are urged to read the various filings of Healtheon/WebMD Corporation, OnHealth Network Company, Medical Manager, Inc., CareInsite, Inc. and ENVOY Corp. that have been filed with the Securities and Exchange Commission, including the proxy statements/registrations statement that are required to be filed with respect to the transactions described in the following presentation prior to the vote of the shareholders of the respective companies and the issuance of the common stock of Healtheon/WebMD Corporation in the mergers. [Healtheon (TM)/ WebMD (SM) LOGO] 4 E-Healthcare Opportunity [Photo] Situation - $1.4 trillion industry - Information intensive, yet paper-based - Fragmentation - Antiquated IT infrastructure - Rising costs
[Healtheon (TM)/ WebMD (SM) LOGO] 5 The Potential: E-Health Could Reach $370 Billion by 2004 [Graphic] [Graphic] [Graphic] [Graphic] [Graphic] 2000 2001 2002 2003 2004 $16 B $37 B $87 B $190 B $370 B
Source: Forrester [Healtheon (TM)/ WebMD (SM) LOGO] 6 E-Healthcare Opportunity - Infinite reach and scale - Open, compatible Health across platforms Management Transactions - Inexpensive E-commerce On-line Communities Information Search E-mail [above phrases inside arrow pointing to phrases at right] Information [arrow] Transactions [Healtheon (TM)/ WebMD (SM) LOGO] 7 Consumer Usage of the Internet for Healthcare Millions of Adult Healthcare Users Online - - 48% of adults online access Internet for healthcare - - Internet healthcare population is growing at twice the rate of overall online population - - Internet healthcare users are looking for: [Graph comparing projected growth in use of - Specific disease conditions (52%) internet by all online users and by E-health - Diet and nutrition (36%) consumers] - Medications (33%) - Physical fitness (29%) - Support groups (13%)
Source: Cyber Dialogue, 1999 [Healtheon (TM)/ WebMD (SM) LOGO] 8 Low Healthcare EDI Penetration - Ready for a New Solution
1998 EDI All Claims Volume Penetration Rate # % Hospital 84% 458.5 10.4% Pharmacy 88% 1,834.0 41.4% Physician 40% 1,764.0 39.8% Dental 15.5% 374.5 8.5% Total 62% 4,431.0 100% [arrow pointing up to 40% and 15.5% which are circled]
Stalled by: - - High cost of proprietary front end - - Narrow functionality of typical solutions - - Limited value proposition to physician Source: Health Data Directory [Healtheon (TM)/ WebMD (SM) LOGO] 9 HIPAA Health Insurance Portability & Accountability Act of 1996 Purpose: Administrative Simplification - - Improve efficiency and effectiveness of the health care system by STANDARDIZING the ELECTRONIC EXCHANGE of administrative and financial data [Background Photo] - - Protect security and privacy of transmitted information [Healtheon (TM)/ WebMD (SM) LOGO] 10 Enormous Cost-Benefits Net Savings Potential As HIPPA Matures ($ Billions)
Total Savings $60.4 B Net Savings $42.3 B [Graph] Costs $18.1 B
- Providers accumulate $26.1 billion in administrative in savings - Payors accumulate $9.4 billion in savings - Employers accumulate $6.8 billion in savings Source: Workgroup For Electronic Data Interchange (WEDI) Report [Healtheon (TM)/ WebMD (SM) LOGO] 11 Much Pressure to Change Healthcare [Photo] [Photo] PROVIDERS CONSUMERS [Photos connected by triangle] [Photo] HEALTHCARE INDUSTRY [Healtheon (TM)/ WebMD (SM) LOGO] 12 Customers Provider Consumer [Screen Shot] [Screen Shot] www.webmd.com [arrows from each screen shot pointing at logo] [Healtheon (TM) WebMD (SM) LOGO] [arrows from each graphic pointing to both graphic and logo]
Partner and IDNs/ Supply Payors Hospitals Labs Pharmacies PharmCo Services [graphic] [graphic] [graphic] [graphic] [graphic] [graphic]
[Healtheon (TM)/ WebMD (SM) LOGO] 13 Business Model Provider Consumer [graphic] Transactions [Screen Shot] [Screen Shot] www.webmd.com [arrows from each screen shot pointing at logo] [graphic] Advertising & [Healtheon (TM) E-Commerce WebMD (SM) LOGO] [arrows from each graphic pointing to both graphic and logo] [graphic] Subscriptions [graphic] Products & Services
Payors IDNs / Labs Pharmacies PharmCo Partner & Supply Hospitals Services [graphic] [graphic] [graphic] [graphic] [graphic] [graphic]
[Healtheon (TM)/ WebMD (SM) LOGO] 14 2000 Strategy: Execute and Operationalize 1 Integrate acquired assets 2 Grow transactions and utilization 3 Implement against new and existing partnerships [Healtheon (TM)/ WebMD (SM) LOGO] 15 Integrate Acquired Assets - - New organization geared towards execution - - Key managers for Consumer/Professional - - Product integration teams mobilized - - Rationalization of functions and facilities - - Creating common culture with unified goals [Healtheon (TM)/ WebMD (SM) LOGO] 16 Grow Transactions & Utilization [arrow enclosing words] Paper, Phone, Fax - - 27 Billion [arrow enclosing words] EDI Transactions [graphic] [ENVOY LOGO] www.webmd.com [arrow enclosing word] Internet - Real-time health plans - Focus on physician- installed base - Distribute through PMS partners [Healtheon (TM)/ WebMD (SM) LOGO] 17 Grow and Deliver Partnerships - - Enhance offerings and More More monetize the network Partners Content - - Create the "network effect," [graphic of arrows interconnecting text] accelerates traffic and revenues More More Economic Traffic Value
[Healtheon (TM)/ WebMD (SM) LOGO] 18 Key Metrics [arrow enclosing words] - Total Transactions Transaction Revenues - Internet Transactions [arrow enclosing words] - Page Views E-Commerce Revenues - Unique Visitors - Duration - Community Registrations [arrow enclosing words] - Physician Members Subscription Revenues [arrow enclosing words] - Content Syndication Products and Services - Application Development Achievements [Healtheon (TM)/ WebMD (SM) LOGO] 19 Financial Revenue Progress $ Millions Products/Services [arrow] Subscriptions [arrow] Advertising / [arrow] [graph illustrating 98% E-Commerce increase in aggregate Revenue from items listed Transactions [arrow] at left from Q4 1999 ($33.2 million) to Q1 2000 ($65.9 million)]
[Healtheon (TM)/ WebMD (SM) LOGO] 20 Transaction Progress
Total Transactions Internet Transactions Millions Millions [graph illustrating 10% increase in total transactions [graph illustrating 47% increase internet from Q4 1999 (119 million) to Q1 2000 (131 million)] transactions from Q4 1999 (3.4 million) to Q1 2000 (4.8 million)]
[Healtheon(TM)/WebMD(SM) Logo] 21 Traffic Progress Consumer Page Views Millions [graph illustrating 47% increase in consumer page views from Q4 1999 (74 million) to Q1 2000 (109 million)] [Healtheon (TM) / WebMD (SM) LOGO] 22 Traffic Progress
Unique Visitors* Community Registrations Millions Millions [graph illustrating 70% increase in unique visitors [graph illustrating 71% increase in community from Q4 1999 (1.7 million) to Q1 2000 (2.9 million)] registrations from Q4 1999 (0.7 million) to Q1 2000 (1.1 million)]
*Source: Media Metrix [Healtheon (TM) / WebMD (SM) LOGO] 23 Subscription Progress Thousands [graph illustrating 52% increase in subscriptions from Q4 1999 (80,000) to Q1 2000 (1,215,000)] [Healtheon (TM) / WebMD (SM) LOGO] 24 The Healthcare Opportunity - Market position - Partnerships - Bringing healthcare - Content together - Technology and connectivity [arrow] - Delivering value to all participants - Distribution - Brand [Healtheon (TM) / WebMD (SM) LOGO] 25 Healtheon/WebMD Global Expansion [background graphic] - - Develop key partnerships to efficiently leverage assets globally - - Leader in convergence of online, on-air media, alternative health assets - - A two-tier approach: - - Tier One: Vertically - integrated businesses in core countries - U.K., Canada, Germany, Australia - - Tier Two: Create strategic alliances for global content distribution [Healtheon (TM) / WebMD (SM) LOGO] 26 International Partnerships [News Corporation LOGO] News Corporation - 50/50 JV - WebMD Intl, LLC - $100 M cash investment, $300 M in media [msn (TM) Microsoft (R) LOGO] - Healtheon/WebMD health content provider [Softbank LOGO] - 60/40 JV to form WebMD Japan [Healtheon (TM) / WebMD (SM) LOGO] 27 NewsCorp International Media Assets
UK Germany Italy Broadcast Entertainment Broadcast Broadcast [Sky LOGO] [20th Century Fox LOGO] [TM 3 LOGO] [STREAM LOGO] 4MM subscribers 25 MM subscribers 200,000 subscribers Publishing Newspaper [LOGO] Print [News International Harper Collins [Kirch LOGO] Newspapers Ltd. LOGO] 8.7 MM total circulation Online [NewsNet LOGO] Radio [Talk Radio LOGO]
[Healtheon (TM) / WebMD (SM) LOGO] 28 NewsCorp International Media Assets
Australia Canada Asia (Greater China) Broadcast Entertainment In-store Broadcast [FOXTEL LOGO] [20th Century Fox [NEWS AMERICA MARKETING LOGO] [STAR TV LOGO] 1.3 MM subscribers LOGO] 4,200 locations 51 MM subscribers Newspaper Publishing Entertainment Online [NEWS LIMITED LOGO] [LOGO] [20th Century Fox LOGO] [Star Interactive LOGO] 5 MM daily combined Harper Collins circulation Online Themed Publishing [News Interactive LOGO] Attractions [LOGO] [Fox Studios Harper Collins Australia LOGO] In-store [NEWS AMERICA MARKETING LOGO] 1,900 locations
[Healtheon (TM) / WebMD (SM) LOGO] 29 NewsCorp International Media Assets Latin America Broadcast [FOX SPORTS (TM) LOGO] [FOX LOGO] 10 MM subscribers 11 MM subscribers Online [Canal Fox Interactive LOGO] Entertainment [20th Century Fox LOGO] [Healtheon (TM) / WebMD (SM) LOGO] 30 Rollout Timeline Canada - - MSN Channel - Live - MSN Channel - Aug 2000 - - WebMD - Sep 2000 UK - - WebMD - Oct 2000 [background graphic] France Germany - MSN - Q1 01 - MSN Channel - Dec 2000 - WebMD - Q1 01 Australia - WebMD - Q1 01 [Healtheon (TM)/WebMD (SM) LOGO] 31 [Background Photo] [Healtheon (TM) / WebMD (SM) LOGO] Connecting the Global Healthcare Marketplace 32 Physician's Offices Benefit - Informed decisions - Time savings [Screen Shot] - Cost savings - Better, faster reimbursement MENU [Healtheon (TM) / WebMD (SM) LOGO] 33 Consumers Benefit - Empowerment - Community [Screen Shot] - Informed decisions - Convenience - Choice - Healthier lives MENU [Healtheon (TM) /WebMD (SM) LOGO] 34 Health Plans Benefit - Better service to members and [Screen Shot] physicians - Efficiency and lower cost - Market differentiation and branding MENU [Healtheon (TM) / WebMD (SM) LOGO] 35 IDNs [Screen Shot] Benefit - Physician loyalty - Patient referrals - Cost savings and efficiency - Flexible platform for enterprise web-based applications - Better, faster reimbursement from payors - Local market differentiation and branding MENU [Healtheon (TM) / WebMD (SM) LOGO] 36 Labs [Screen Shot] Benefit - Provide better, more convenient service to physicians - Efficiency and cost savings MENU [Healtheon (TM) / WebMD (SM) LOGO] 37 Pharmacies [Screen Shot] Benefit - Efficiency and lower cost - Faster, accurate reimbursement - Reduced labor for pharmacist - Consumer Marketing/branding - Revenue enhancement MENU [Healtheon (TM) / WebMD (SM) LOGO] 38 Pharmaceutical Companies [Screen Shot] Benefit - Lower cost, faster drug development - Enhanced consumer brand awareness and product demand - Higher ROI for marketing dollars - More efficient and effective provider sales MENU [Healtheon (TM) / WebMD (SM) LOGO] 39 Medical Device Companies and Suppliers [Screen Shot] Benefit - Low cost access to aggregated physicians and consumers - Distribution channel for services - Speed to market - High-quality content creation - Branding - E-commerce review MENU [Healtheon (TM) / WebMD (SM) LOGO] 40 [Background Photo] [Healtheon (TM) / WebMD (SM) LOGO] Connecting the Global Healthcare Marketplace 41 Transaction Revenues EDI Medical Pharmacy - Claim - Claim - Moderate growth submission Adjudication [arrow] - Drivers - HIPAA Internet - Eligibility - Prescription* - Greatest growth - Referrals - Refills & leverage - Claims status - Drug history [arrow] - Higher margins - Lab - Formulatory - Up-front investment - Patient - Up-take will ramp information* - PMS integration - Connectivity - Adoption
[Graphic] [Healtheon (TM) / WebMD (SM) LOGO] 42 Advertising / E-Commerce Revenues - - Carriage fees paid by partners to reach [KIVA LOGO] physicians and consumers [HealthStream LOGO] - - E-commerce revenue [MeadJohnson (TM) sharing Nutritionals LOGO] - - Advertising on [Medtronic LOGO] consumer / professional pages [Lilly LOGO] [medibuy.com LOGO] [Graphic] [Healtheon (TM) / WebMD (SM) LOGO] 43 Subscription Revenues - - Net $25 per physician per month, includes free subscriptions from physician's office managers/ staff - - 3rd party subscription [Du Pont (R) LOGO] sponsorship - - 11 million member months [Microsoft (R) LOGO] pre-sold - - Captured upon physician enrollment [Graphic] [Healtheon (TM) / WebMD (SM) LOGO] 44 Product and Services Revenues - - Content licensing, syndication, and Cable TV - - Internet application [Quintiles development for Transnational LOGO] partners - - Transitional IT [News Corporation LOGO] Services [Graphic] [Healtheon (TM) / WebMD (SM) LOGO] 45 Re-Structure Overview [CareInsite LOGO] + [Medical Manager (R) LOGO] + [Healtheon (TM) WebMD (SM) LOGO] [Graphic] [Healtheon (TM) / WebMD (SM) LOGO] 46 New Deal Terms Terms... - - Healtheon/WebMD will issue 2.5 shares of common stock for each share of Medical Manager - - The exchange ratio for CareInsite remains unchanged at 1.3 shares - - New Ownership Breakdown for Medical Manager/ CareInsite: - Outstanding: 35.5% - Fully Converted: 37.5% [Healtheon (TM) / WebMD (SM) LOGO] 47 Key Strategic and Management/ Board Changes WebMD... - - Combined entity to be re-named at the closing of the Mergers Management... - Mike Long - Remains Chairman - Marty Wygod - Becomes Co-CEO WebMD - Jeff Arnold - Becomes Co-CEO WebMD - Marv Rich - Becomes President Board... - - Equal representation between Medical Manager/CareInsite and Healtheon/WebMD and one additional director, Dennis Gillings from Quintiles Transnational [Healtheon (TM) / WebMD (SM) LOGO] 48 Integration and Strategic Planning Integration and Planning committee formed, headed by Marv Rich and Steve Grant - - Key Goals: - Determine the best way to manage and organize the companies' business - Identify synergies to be implemented immediately upon closing of the mergers Companies will immediately begin development work necessary to integrate WebMD Practice with the Medical Manager System - - Additionally, teams will begin to pilot a beta of the integrated services with select Medical Manager physician users [Healtheon (TM) / WebMD (SM) LOGO] 49 Complementary Strengths
[CareInsite LOGO] [Medical [Healtheon (TM) / Manager (R) LOGO] WebMD (SM) LOGO] - - Clinical applications - Physician installed - Leading consumer - - PMS integration base (185,000) and physician portals - - NE market presence - Distribution network - Partnerships - - Extensive payer relationships (2,500 sales force - - Connectivity - - AOL relationship 190 offices) - Content - - Cerner relationship - Local support - Distribution Infrastructure - Brand
[Healtheon (TM) / WebMD (SM) LOGO] 50 Key Benefits of the Merger Physician adoption - 185,000 physicians - Additional 2,500 sales people, 190 offices - Installation and utilization support Transaction growth - Tight integration with PMS - Part of office work flow Strong payer value - Payer-specific care management guidelines proposition - Shared savings approach Product enhancement - PMS Integration - Clinical enhancements - Consumer-physician transactions - Integration with Cerner systems (1,000 institutions) Execution capabilities - Top management talent - Operations expertise - Local deployment and support [Healtheon (TM) / WebMD (SM) LOGO] 51 Integrated Professional Portal - - Remote access to practice management systems - - Content - - E-Commerce - - Communications - - Practice management transactions - Scheduling [Screen Shot] - Charge capture and billing www.webmd.com - Demographics - Eligibility - Referrals and authorizations - Claims submission / remittance - - Clinical transactions - Patient medical record - Lab orders/results - Prescriptions and renewals - Payer rules and best practice guidelines - - Connectivity with labs, payers, pharmacies and hospital systems [Healtheon (TM) / WebMD (SM) LOGO] 52 Integrated Consumer Portal - - Remote access to practice management systems www.webmd.com - - Content - - E-Commerce - - Communications - - Personal health record - - Consumer - physician transactions [Screen Shot] - Scheduling appt - Bill status - Refill request Your Health Plan's co- - Lab results branded web page @webmd.com [Screen Shot] - - Consumer - payer transactions - Enrollment / re-enrollment - Benefits coverage, co-pay, deductible inquiries - Physician referral / PCP assignment - Claim status Your Physician's co- branded web page - - Connectivity with payer, physician, @webmd.com pharmacy [Healtheon (TM) / WebMD (SM) LOGO] -----END PRIVACY-ENHANCED MESSAGE-----