Filed by Policy Management Systems Corporation
Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant
to Rule 14a-12 under the Sucurities Exchange Act of 1934.
Subject company: Policy Management Systems Corporation
Commission File No. 1-10557
The following was sent to employees of Policy Management Systems Corporation and
its subsidiaries.
[GRAPHIC OMITED]
MEMORANDUM
TO: All Employees
FROM: Larry Wilson
DATE: April 28, 2000
SUBJECT: LETTER FROM EDS
Today the company received the attached unsolicited letter from EDS.
Unfortunately the letter came too late Friday to let you know before the close
of business. We had an obligation to make this letter public immediately.
The board will consider this proposal.
A few points are important.
1. It is the board's job to consider this letter.
2. It is our job to stay focused on our clients and our business.
3. The board will consider this with its advisors after an appropriate time
for analysis.
4. This will be done promptly and with careful deliberation.
5. Welsh Carson has been notified in accordance with our merger agreement.
6. Our merger agreement with Welsh Carson prohibits us from soliciting other
proposals.
7. The board will responsibly meet its fiduciary duties by considering all
proposals, whenever they are made.
Please do your best to stay focused on our clients and our business at this
time.
Thank you,
Larry
Statements about the proposed agreement are forward-looking statements that
involve risks and uncertainties. Among the factors that could cause actual
results to differ materially from those in the forward looking statements are:
the failure of the agreement to be consummated and those factors in PMSC's 1999
Annual Report on Form 10K/A and other reports and filings with the U.S.
Securities and Exchange Commission. PMSC disclaims any intention or obligation
to update or revise any forward-looking statements.
PMSC has filed a preliminary proxy statement/prospectus relating to the
proposed merger with the Securities and Exchange Commission. PMSC will prepare
and file with the SEC a definitive proxy statement/prospectus. Investors are
urged to read the definitive proxy statement/prospectus, when available, as well
as other relevant documents filed by PMSC with the SEC because they will contain
important information. Investors will be able to obtain these documents for free
from the SEC's website, www.sec.gov, or from PMSC investor services at
www.pmsc.com. Information about participants in the solicitation of proxies for
the merger, including direct or indirect interests, by securities holdings or
otherwise, is included in the preliminary proxy statement/prospectus.
