SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 14D-9
(Rule 14D-101)
Solicitation/Recommendation Statement Under Section 14(D)(4)
of the Securities Exchange Act of 1934
___________________
POLICY MANAGEMENT SYSTEMS CORPORATION
(Name of Subject Company)
POLICY MANAGEMENT SYSTEMS CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
731108106
(CUSIP Number of Class of Securities)
___________________
Stephen G. Morrison, Secretary
Policy Management Systems Corporation
One PMSC Center
Blythewood, South Carolina 29016
(803) 333-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Morton A. Pierce
Richard D. Pritz
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
/X / Check the box if the filing relates solely to preliminary
communications made before the
commencement of a tender offer.
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To: All Employees
From: Larry Wilson
Date: June 20, 2000
Re: CSC Acquisition
Our Board of Directors has voted to accept an offer from Computer Sciences
Corporation (CSC) to acquire our company for $16 per share in an all cash
transaction. The $14 per share merger agreement with Welsh, Carson, Anderson,
and Stowe has been terminated in accordance with its terms.
The transaction is structured as a $16 per share cash tender offer for at least
two-thirds of outstanding Mynd shares, followed by a merger at the same price
per share. The offer is subject to customary regulatory conditions including
waiting periods under antitrust and merger control laws of the United States and
other countries. CSC expects to commence the tender offer by June 26, 2000. As
of that date, you may review details of the arrangement at www.sec.gov.
The final merger would require the approval of Mynd's shareholders at a special
meeting called for such purpose unless CSC acquires at least 90 percent of the
Mynd shares in the tender offer, in which case the merger can be effected
promptly after the consummation of the tender offer. Following successful
completion of the tender offer, CSC will have a sufficient number of shares to
approve the merger without the vote of any other shareholders.
According to CSC, Mynd's Columbia headquarters will become its Center of
Excellence for its global property and casualty operation. Additionally, our
data center will become part of CSC's worldwide network of data centers that
provides technology infrastructure management services to clients.
In its press release, CSC Chairman, President, and CEO Van B. Honeycutt stated
the acquisition is motivated by a commitment to create value for clients,
employees, and shareholders of both companies. CSC's financial strength will
enable the delivery of even more effective product offerings for our clients,
and significant career opportunities for employees as we become part of their
larger organization.
You should be aware CSC has stated that they intend to achieve savings through a
variety of actions including the combination of functions involving their
organization and ours. While we do not know the details of how these savings
will be effected, we do know they were strongly attracted to Mynd by our people,
products and services. Further, we have been assured they will examine all the
resources within Mynd to determine how they best complement those within CSC.
As soon as we know more, I will communicate with you.
INVESTORS ARE ADVISED TO READ THE TENDER OFFER STATEMENT REGARDING THE
ACQUISITION OF PMSC, WHICH WILL BE FILED BY COMPUTER SCIENCES CORPORATION WITH
THE SECURITIES AND EXCHANGE COMMISSION AND THE RELATED
SOLICITATION/RECOMMENDATION STATEMENT WHICH WILL BE FILED BY PMSC WITH THE SEC.
THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
INVESTORS WILL BE ABLE TO OBTAIN THESE DOCUMENTS FOR FREE FROM THE SEC'S
WEBSITE,WWW.SEC.GOV, FROM COMPUTER SCIENCES CORPORATION ATWWW.CSC.COM, OR FROM
----------- -----------
PMSC INVESTOR SERVICES ATWWW.MYND.COM.
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THE DESCRIPTION OF THE TRANSACTION IN THIS MEMORANDUM IS NECESSARILY INCOMPLETE.
FOR A COMPLETE DESCRIPTION, PLEASE REFER TO THE AGREEMENT AND PLAN OF MERGER,
WHICH WILL BE ATTACHED AS AN EXHIBIT TO THE CURRENT REPORT ON FORM 8-K TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION TODAY.
ALL STATEMENTS IN THIS MEMORANDUM THAT DO NOT DIRECTLY AND EXCLUSIVELY RELATE TO
HISTORICAL FACTS CONSTITUTE "FORWARD-LOOKING STATEMENTS." THESE STATEMENTS
REPRESENT THE INTENTIONS, PLANS, EXPECTATIONS AND BELIEFS OF CSC AND MYND, AND
ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS, MANY OF WHICH ARE OUTSIDE
THEIR CONTROL. THESE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM SUCH FORWARD-LOOKING STATEMENTS. FOR A DESCRIPTION OF THESE FACTORS, SEE
THE SECTION TITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS" IN CSC'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED MARCH 31, 2000, AND IN THE SAME SECTION OF MYND'S QUARTERLY REPORT ON
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000.
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To: All Columbia Managers
From: Larry Wilson
Date: June 20, 2000
As I told you in our meeting yesterday, we do not know the full details of CSC's
plans. In their press release CSC has stated that they intend to achieve savings
through a variety of actions including the combination of functions involving
their organization and ours. While we do not know the details of how these
savings will be effected, we do know they were strongly attracted to Mynd by our
people, products and services. Further, we have been assured they will examine
all the resources within Mynd to determine how they best complement those within
CSC. Our email that we will send to employees later today has been revised to
comment on this information in their announcement.
As soon as we know more, I will communicate with you.
INVESTORS ARE ADVISED TO READ THE TENDER OFFER STATEMENT REGARDING THE
ACQUISITION OF PMSC WHICH WILL BE FILED BY COMPUTER SCIENCES CORPORATION WITH
THE SECURITIES AND EXCHANGE COMMISSION AND THE RELATED
SOLICITATION/RECOMMENDATION STATEMENT WHICH WILL BE FILED BY PMSC WITH THE SEC.
THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
INVESTORS WILL BE ABLE TO OBTAIN THESE DOCUMENTS FOR FREE FROM THE SEC'S
WEBSITE,WWW.SEC.GOV, FROM COMPUTER SCIENCES CORPORATION ATWWW.CSC.COM, OR FROM
----------- -----------
PMSC INVESTOR SERVICES ATWWW.MYND.COM.
------------
THE DESCRIPTION OF THE TRANSACTION IN THIS MEMORANDUM IS NECESSARILY INCOMPLETE.
FOR A COMPLETE DESCRIPTION, PLEASE REFER TO THE AGREEMENT AND PLAN OF MERGER,
WHICH WILL BE ATTACHED AS AN EXHIBIT TO THE CURRENT REPORT ON FORM 8-K TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION TODAY.
ALL STATEMENTS IN THIS MEMORANDUM THAT DO NOT DIRECTLY AND EXCLUSIVELY RELATE TO
HISTORICAL FACTS CONSTITUTE "FORWARD-LOOKING STATEMENTS." THESE STATEMENTS
REPRESENT THE INTENTIONS, PLANS, EXPECTATIONS AND BELIEFS OF CSC AND MYND, AND
ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS, MANY OF WHICH ARE OUTSIDE
THEIR CONTROL. THESE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM SUCH FORWARD-LOOKING STATEMENTS. FOR A DESCRIPTION OF THESE FACTORS, SEE
THE SECTION TITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS" IN CSC'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED MARCH 31, 2000, AND IN THE SAME SECTION OF MYND'S QUARTERLY REPORT ON
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000.
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