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EXHIBIT 99.4
HEALTHEON/WEBMD CORPORATION
400 THE LENOX BUILDING
3399 PEACHTREE ROAD, NE
ATLANTA, GEORGIA 30326
, 2000
To Healtheon/WebMD Stockholders:
You are cordially invited to attend the annual meeting of stockholders of
Healtheon/WebMD Corporation to be held at on , 2000 at
a.m., Eastern time. At our annual meeting, you will vote on proposals to
approve the merger agreement between Healtheon/WebMD and Medical Manager
Corporation, the issuance of shares of common stock of Healtheon/WebMD to the
stockholders of CareInsite, Inc. pursuant to the merger of CareInsite with a
wholly owned subsidiary of Healtheon/WebMD, and other proposals. If only one of
the mergers receives the required stockholder approvals, neither merger will be
completed.
After careful consideration, your board of directors has approved the
merger with Medical Manager and the issuance of shares of Healtheon/WebMD common
stock to the stockholders of CareInsite pursuant to the CareInsite merger and
has determined them to be in your best interests. YOUR BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE FOR THE MEDICAL MANAGER MERGER AND FOR THE
ISSUANCE OF SHARES OF HEALTHEON/WEBMD COMMON STOCK TO THE STOCKHOLDERS OF
CAREINSITE PURSUANT TO THE CAREINSITE MERGER.
At the annual meeting, you will also be asked to elect three directors of
Healtheon/WebMD, to consider and vote upon a proposal to amend Healtheon/WebMD's
certificate of incorporation and to consider and vote upon proposals to amend
Healtheon/WebMD's 1996 stock plan and 1998 employee stock purchase plan. YOUR
BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AMENDMENTS TO THE 1996 STOCK
PLAN AND 1998 EMPLOYEE STOCK PURCHASE PLAN AND RECOMMENDS A VOTE FOR ELECTION OF
THE THREE NOMINEES AS DIRECTORS, FOR THE AMENDMENTS TO THE CERTIFICATE OF
INCORPORATION, FOR THE AMENDMENT TO THE 1996 STOCK PLAN AND FOR THE AMENDMENT TO
THE 1998 EMPLOYEE STOCK PURCHASE PLAN.
All stockholders are invited to attend the annual meeting in person. Your
participation at the annual meeting, in person or by proxy, is important. The
merger of Healtheon/WebMD and Medical Manager cannot be completed without the
approval of the holders of a majority of the outstanding common stock of
Healtheon/WebMD and the CareInsite merger cannot be completed without the
approval of a majority of the outstanding shares present in person or
represented by proxy at the meeting. Whether or not you expect to attend the
annual meeting in person, please complete, sign, date and promptly return the
enclosed proxy card in the enclosed postage-prepaid envelope. Each proxy is
revocable and will not affect your right to vote in person in the event you
attend the annual meeting.
The proxy statement/prospectus that accompanies this letter presents the
details of the proposed Medical Manager and CareInsite mergers and the other
proposals to be voted upon at the annual meeting. We encourage you to read the
entire document carefully.
Sincerely,
W. Michael Long
Chairman of the Board
