[ALSTON&BIRD LLP LETTERHEAD]
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
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www.alston.com
Paul J. Nozick Direct Dial: 404-881-7451 E-mail: pnozick@alston.com
November 22, 2005
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Maryse Mills-Apenteng
Ms. Anne Nguyen
RE: PER-SE TECHNOLOGIES, INC. ("PER-SE")
AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-4
FILE NO. 333-128612
Dear Ms. Mills-Apenteng and Ms. Nguyen:
Per our conversation, this letter sets forth the response of NDCHealth
Corporation ("NDCHealth") to the Staff's comment with regard to Amendment No. 1
to the Registration Statement on Form S-4 filed on November 14, 2005, as set
forth in a letter dated November 18, 2005, from Ms. Barbara C. Jacobs of the
Staff to Mr. Paul J. Quiner of Per-Se. We are counsel to NDCHealth in this
matter.
Set forth below is the Staff's comment, followed by NDCHealth's
response to the comment.
1. Comment: As you indicated in your response to prior comment 1 of our
letter dated October 27, 2005, you are soliciting a shareholder vote on
the merger between NDCHealth and Per Se that, if favorable, will result
in the sale of NDCHealth's information management business to a third
party. Because it appears that there will not be a separate opportunity
for shareholders to vote on the asset sale, the solicitation to
authorize the merger is also a solicitation with respect to the asset
sale and information related to the asset sale must be provided in the
proxy statement, your arguments to the contrary notwithstanding. See
Note A to Schedule 14A. Guidance as to the financial statements
required in
Bank of America Plaza 90 Park Avenue 3201 Beechleaf Court, 601 Pennsylvania Avenue, N.W.
101 South Tryon Street, New York, NY 10016 Suite 600 North Building, 10th Floor
Suite 4000 212-210-9400 Raleigh, NC 27604-1062 Washington, DC 20004-2601
Charlotte, NC 28280-4000 Fax: 212-210-9444 919-862-2200 202-756-3300
704-444-1000 Fax: 919-862-2260 Fax: 202-756-3333
Fax: 704-444-1111
Securities and Exchange Commission
November 22, 2005
Page 2
connection with a sale of a substantial part of a company's assets is
provided in Amendment 3 to the publicly available telephone
interpretations of the Division of Corporation Finance (July 2000). See
Section H, Question 6. Note that in addition to the audited financial
information for the companies and the pro forma information, which you
have provided, you must provide unaudited financial statements for the
same periods as are required for NDCHealth. Please revise accordingly
or provide a written response explaining why the sale does not
constitute a substantial part of the company's assets.
Response:
In response to your request, please note that the sale of the
NDCHealth's information management business does not constitute a sale
of a substantial part of the company's assets based on both a
quantitative and a qualitative analysis of such assets.
Specifically, from a quantitative perspective, as of the end of each of
NDCHealth's fiscal year 2005 and first quarter of fiscal year 2006, the
assets of the information management business only accounted for
approximately 15.4% and 15.5% of NDCHealth's total assets,
respectively. In addition, NDCHealth's equity in the net book value of
such information management assets totaled approximately 8.4% and 8.7%
of NDCHealth's total assets, respectively.
Further, we point out that, from a qualitative perspective, the
information management business does not constitute a substantial part
of the company's assets, particularly with respect to NDCHealth's
primary business. By way of background, the information management
business was purchased in 1998 in an attempt to diversify into
different, but related, segments of the healthcare industry and has
remained distinct from NDCHealth's historical core healthcare claims
processing and related value added network services business which,
commensurate with the quantitative metrics noted above, comprise over
84% of the NDCHealth's total assets.
Please note that this response relates only to our explanation of why
the sale does not constitute a substantial part of the company's assets
and does not address any other basis upon which Per-Se and NDCHealth
believe financial statements of the information management business are
not required.
Securities and Exchange Commission
November 22, 2005
Page 3
We look forward to discussing the response with you at your earliest
convenience. Please contact me at 404-881-7451 or Tyler Dempsey of King &
Spalding LLP at 404-572-2802.
Sincerely,
/s/ Paul J. Nozick
Paul J. Nozick
BPM:bpm
cc: Randolph L.M. Hutto, Esq.
NDCHealth Corporation
Paul J. Quiner, Esq.
Per-Se Technologies, Inc.
Sidney J. Nurkin, Esq.
James H. Sullivan, Esq.
Alston & Bird LLP
John D. Capers, Esq.
G. Roth Kehoe, Esq.
Tyler B. Dempsey, Esq.
King & Spalding LLP