EXHIBIT 99.3
INSTRUCTIONS TO REGISTERED HOLDER AND/OR
DTC PARTICIPANT FROM BENEFICIAL OWNER OF
10 1/2% Senior Subordinated Notes Due 2012
of
NDCHEALTH CORPORATION
Unconditionally Guaranteed by
THE SUBSIDIARY GUARANTORS
To Registered Holder and/or DTC Participant:
The undersigned hereby acknowledges receipt of the Prospectus, dated
_____________, 2003 (the "Prospectus") of NDCHealth Corporation, a Delaware
corporation (the "Company") and certain of the Company's domestic subsidiaries
(the "Subsidiary Guarantors"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer") to exchange its 10 1/2% senior subordinated notes due 2012
(the "New Notes") that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for its outstanding 10 1/2% senior subordinated
notes due 2012 (the "Old Notes"). Capitalized terms used but not defined in
these instructions have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or DTC participant, as to
action to be taken by you relating to the Exchange Offer with respect to the Old
Notes held by you for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (fill in amount):
$_________________ of the 10 1/2% senior subordinated notes due 2012.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
| | TO TENDER the following aggregate principal amount of Old Notes
held by you for the account of the undersigned (insert principal
amount of Old Notes to be tendered, if any):
$_________________ of the 10 1/2% senior subordinated notes due 2012;
| | NOT TO TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized (a) to
make on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations that (i) the
undersigned's principal residence is in the state of (fill in state)
_______________, (ii) the undersigned has full power and authority to tender,
exchange, assign and transfer the Old Notes surrendered, and the Company will
acquire good and unencumbered title to the Old Notes being surrendered, free and
clear of all security interests, liens, restrictions, charges, encumbrances,
conditional sale arrangements or other obligations relating to their sale or
transfer, and not subject to any adverse claim when the Old Notes are accepted
by the Company, (iii) the New Notes being acquired pursuant to the Exchange
Offer are being acquired in the ordinary course of business of the undersigned
or of any other person receiving New Notes pursuant to the Exchange Offer
through the undersigned, whether or not that person is the holder of Old Notes,
(iv) neither the undersigned nor any other person acquiring the New Notes
pursuant to the Exchange Offer through the undersigned, whether or not that
person is the holder of Old Notes, is participating in, has an intent to
participate in or has an arrangement or understanding with any person to
participate in the distribution of the New Notes, (v) if any of the undersigned
or any other person acquiring the New Notes pursuant to the Exchange Offer
through the undersigned, whether or not that person is the holder of Old Notes,
is a broker-dealer or is participating in the Exchange Offer for the purpose of
distributing the New Notes, it agrees to comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
secondary resale of New Notes and acknowledges that it cannot rely on the
position of the staff of the Securities and Exchange Commission set forth in
no-action letters, (vi) the undersigned or any other person acquiring the New
Notes pursuant to the Exchange Offer through the undersigned, whether or not
that person is the holder of Old Notes, understands that any secondary resale
transaction and any resales of New Notes it obtains in exchange for Old Notes
acquired by it directly from the Company should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K of the Securities
and Exchange Commission, (vii) except as otherwise disclosed in writing with
these instructions, neither the undersigned nor any other person acquiring the
New Notes pursuant to the Exchange Offer through the undersigned, whether or not
that person is the holder of Old Notes, is an "affiliate," as defined in Rule
405 under the Securities Act, of the Company or the Subsidiary Guarantors and,
if the undersigned or any such person is an affiliate, that it will comply with
the registration and prospectus delivery requirements of the Securities Act to
the extent applicable, and (viii) if any of the undersigned or any other person
acquiring the New Notes pursuant to the Exchange Offer through the undersigned,
whether or not that person is the holder of Old Notes, is a broker-dealer that
will receive New Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
New Notes; (b) to agree, on behalf of the undersigned, as set forth in the
Letter of Transmittal; and (c) to take any other action as necessary under the
Prospectus or the Letter of Transmittal to effect the valid tender of the Old
Notes. By acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
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SIGN HERE
Name of beneficial owner(s):
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Signature(s):
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Name (please print):
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Address:
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Telephone number:
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Taxpayer Identification or Social Security Number:
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Date:
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