EXHIBIT 99.4
Tender for all Outstanding
10 1/2% Senior Subordinated Notes Due 2012
in Exchange for
10 1/2% Senior Subordinated Notes Due 2012
that have been registered under the Securities Act of 1933
of
NDCHEALTH CORPORATION
Unconditionally Guaranteed by
THE SUBSIDIARY GUARANTORS
To Registered Holders:
We are enclosing with this letter the material listed below relating to the
offer (the "Exchange Offer") by NDCHealth Corporation, a Delaware corporation
(the "Company"), 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 a like principal amount of the Company's
issued and outstanding 10 1/2% senior subordinated notes due 2012 (the "Old
Notes") upon the terms and subject to the conditions set forth in the
Prospectus, dated _________, 2003, and the related Letter of Transmittal.
Enclosed herewith are copies of the following documents:
1. Prospectus dated _________, 2003;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery; and
4. Instructions to Registered Holder and/or DTC Participant from Beneficial
Owner.
We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire at 5:00 p.m., New York City time, on __________, 2003, unless
extended.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder 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, (ii) the New Notes being acquired pursuant to the
Exchange Offer are being acquired in the ordinary course of business of the
person receiving the New Notes, whether or not that person is the holder of Old
Notes, (iii) neither the holder of the Old Notes nor any other person acquiring
the New Notes in the Exchange Offer through such holder, whether or not that
person is the holder of Old Notes, is participating in, has an intent to
participate in or has any arrangement or understanding with any other person to
participate in the distribution of the New Notes, (iv) if the holder or any
other person acquiring the New Notes pursuant to the Exchange Offer through the
holder, 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, (v) the holder or any other person acquiring the New Notes
pursuant to the Exchange Offer through the holder, 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, (vi) neither the holder nor any other person acquiring the New Notes
pursuant to the Exchange Offer through the holder, 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 any of the Company's subsidiaries that have
guaranteed the Old Notes or the New Notes, or, if the holder 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 (vii)
if the holder or any other person acquiring the New Notes pursuant to the
Exchange Offer through the holder, 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. By acknowledging that it
will deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of New Notes, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
The enclosed Instructions to Registered Holder and/or DTC Participant from
Beneficial Owner contains an authorization by the beneficial owners of the Old
Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the exchange agent for the Exchange Offer) in
connection with the solicitation of tenders of Old Notes pursuant to the
Exchange Offer. The Company will pay or cause to be paid any transfer taxes
payable on the transfer of Old Notes to it, except as otherwise provided in
Instruction 7 of the enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from the
undersigned.
Very truly yours,
Regions Bank
NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS WILL
CONSTITUTE YOU THE AGENT OF THE COMPANY OR THE GUARANTORS OR THE EXCHANGE AGENT
OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN
CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS.
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