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EXHIBIT 99.1
Letter of Transmittal
to tender shares of common stock
of
DELUXE CORPORATION
pursuant to the offering circular-prospectus
dated , 2000
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 2000, UNLESS THE EXCHANGE OFFER IS EXTENDED.
The exchange agent for the exchange offer is
Wells Fargo Bank Minnesota, N.A.
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<S> <C> <C>
By Mail: By Hand: By Courier:
Wells Fargo Shareowner Services Wells Fargo Shareowner Services Wells Fargo Shareowner Services
P.O. Box 64858 c/o The Depository Trust Company 161 North Concord Exchange
St. Paul, MN 55164-0858 Transfer Agent Drop South St. Paul, MN 55075
Attn: Reorganization Department 55 Water St., 1st Floor Attn: Reorganization Department
New York, NY 10041
By Facsimile Transmission:
(651) 450-4163
(for eligible institutions only)
Confirm Facsimile Transmission:
(651) 450-4110
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT OTHER THAN AT
THE ADDRESSES AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE
TRANSMISSION OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY OR TENDER.
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
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BY COMPLETING THE BOX BELOW, SIGNING THIS LETTER OF TRANSMITTAL AND MAKING
THE DELIVERIES CONTEMPLATED HEREBY, YOU WILL HAVE TENDERED DELUXE SHARES
DESCRIBED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THIS LETTER OF TRANSMITTAL.
Box #1
DESCRIPTION OF DELUXE SHARES TENDERED
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<TABLE>
<CAPTION>
Name(s) and
address(es) of
registered
holder(s)
(Please fill
in, if blank,
exactly as
name(s)
appear(s) on
share Deluxe shares tendered
certificate(s)) (Attach additional signed list if necessary)
---------------------------------------------------------------------
Total number of
shares
represented by
Share certificate share Number of shares
number(s)* certificate(s)* tendered**
------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
Total Shares
</TABLE>
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* Need not be completed with respect to uncertificated "book-entry" shares
held by Deluxe's transfer agent (see below) or by book-entry holders.
** Unless otherwise indicated in this column, you will be deemed to have
tendered all of the Deluxe shares represented by the certificate(s)
indicated in the first column. See Instruction 2 below. IF ANY OF THE
CERTIFICATES REPRESENTING SHARES THAT YOU OWN AND WISH TO TENDER HAVE
BEEN LOST OR DESTROYED, MUTILATED OR STOLEN, SEE INSTRUCTION 6.
YOU SHOULD READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY. HOWEVER, YOUR
ATTENTION IS INVITED IN PARTICULAR TO THE FOLLOWING:
1. If you want to retain your Deluxe shares, you do not need to take any
action.
2. Shareholders who cannot deliver their stock certificates representing
Deluxe shares to the exchange agent by the expiration date of the exchange
offer may tender their Deluxe shares under the guaranteed delivery procedure
set forth in the offering circular-prospectus under "Terms of the Exchange
Offer--Guaranteed Delivery Procedure."
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFERING
CIRCULAR-PROSPECTUS OR THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE
INFORMATION AGENT AT THE ADDRESS OR TOLL-FREE NUMBER INDICATED ON PAGE 18.
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Ladies and Gentlemen:
The undersigned acknowledges receipt of the offering circular-prospectus
dated , 2000 (the "offering circular-prospectus"), of Deluxe
Corporation, a Minnesota corporation ("Deluxe"), and this letter of
transmittal which together constitute Deluxe's offer (the "exchange offer") to
exchange shares of common stock, par value $0.01 per share (the
"eFunds shares"), of eFunds Corporation, a Delaware corporation ("eFunds"),
for each share of common stock, par value $1.00 per share (the "Deluxe
shares"), of Deluxe that are validly tendered and not properly withdrawn by
the expiration date of the exchange offer, upon the terms and subject to the
conditions set forth herein and in the offering circular-prospectus, up to a
maximum of Deluxe shares validly tendered and not properly
withdrawn. See "Summary," "The Exchange Offer" and "Terms of the Exchange
Offer" in the offering circular-prospectus for additional information
concerning the terms of the exchange offer. The undersigned hereby represents
and warrants to Deluxe that the undersigned has read and agrees to all of the
terms of the exchange offer.
Upon the terms and subject to the conditions of the exchange offer, the
undersigned hereby tenders to Deluxe the Deluxe shares described in Box #1
above. Subject to, and effective upon, the acceptance for exchange of such
tendered Deluxe shares, the undersigned hereby sells, assigns and transfers to
Deluxe, or upon Deluxe's order, all right, title and interest in and to such
tendered Deluxe shares. The undersigned hereby irrevocably constitutes and
appoints the exchange agent as his/her/its true and lawful agent and attorney-
in-fact (with full knowledge that the exchange agent also acts as your agent)
with respect to such tendered Deluxe shares accepted for exchange pursuant to
the exchange offer, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest) (i) to
deliver the Deluxe shares tendered hereby or transfer ownership of such shares
on the account books maintained by The Depository Trust Company (the "book-
entry transfer facility"), together, in any such case, with all accompanying
evidences of transfer and authenticity, to Deluxe or upon Deluxe's order, upon
receipt by the exchange agent, as agent of the undersigned, of eFunds shares,
to which the undersigned is entitled upon the acceptance for exchange by
Deluxe of such tendered Deluxe shares; (ii) to present certificate(s)
representing such tendered Deluxe shares for transfer on Deluxe's books; and
(iii) to receive all benefits and otherwise exercise all rights of beneficial
ownership of such shares, all in accordance with the terms of the exchange
offer.
The undersigned understands that holders of Deluxe shares accepted for
exchange will not receive any dividend payment in respect of dividends on such
shares with a record date after the date the exchange offer is completed
unless the exchange offer is extended to a date that is on or after the next
dividend payment record date.
The undersigned hereby represents and warrants to Deluxe that the
undersigned has full power and authority to tender, sell, exchange, assign and
transfer the Deluxe shares that the undersigned has tendered and that, when
such shares are accepted by Deluxe for exchange pursuant to the exchange
offer, Deluxe will acquire good, marketable and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances, conditional
sales agreements or other obligations relating to the sale or transfer
thereof, and that none of such Deluxe shares are subject to any adverse claim.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the exchange agent or Deluxe to be necessary or desirable
to complete the sale, assignment and transfer of the Deluxe shares that the
undersigned has tendered.
All authority conferred or agreed to be conferred in this letter of
transmittal and all of the undersigned's obligations hereunder shall be
binding upon the undersigned's successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives and shall not
be affected by, and shall survive, the undersigned's death, incapacity, or, if
appropriate, dissolution. This tender may be withdrawn only in accordance with
the procedures set forth in the offering circular-prospectus under "Terms of
the Exchange Offer--Withdrawal Rights" and the Instructions contained in this
letter of transmittal.
The undersigned understands that Deluxe may accept up to a maximum of
Deluxe shares and will issue up to a maximum of 40,000,000
eFunds shares in the exchange offer. The undersigned understands that if more
than such maximum number of Deluxe shares are validly tendered and not
properly withdrawn, the exchange offer will be oversubscribed, and Deluxe
shares validly tendered and not properly withdrawn will be subject to
proration in accordance with the terms set forth in the offering circular-
prospectus under "Terms of the Exchange Offer--Terms of the Exchange Offer,"
with the exception of certain odd lot tenders as described in the same section
of the offering circular-prospectus. The
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undersigned understands that, upon acceptance by Deluxe of the Deluxe shares
that the undersigned has tendered and not properly withdrawn, the undersigned
will be deemed to have accepted the eFunds shares exchanged therefor and will
be deemed to have relinquished all rights with respect to the accepted Deluxe
shares.
The undersigned recognizes that, under certain circumstances and subject to
certain conditions to the exchange offer (which Deluxe may waive in its sole
discretion) set forth in the offering circular-prospectus, Deluxe may not be
required to accept for exchange any of the Deluxe shares that the undersigned
has tendered (including any Deluxe shares tendered after the expiration date
of the exchange offer). Deluxe shares delivered to the exchange agent and not
accepted for exchange will be returned to the undersigned as promptly as
practicable following expiration or termination of the exchange offer at the
address set forth on the cover page of this letter of transmittal under
"Description of Deluxe Shares Tendered" (Box #1), unless otherwise indicated
under "Special Delivery Instructions" (Box #5) below.
Unless otherwise indicated under "Special Issuance Instructions" (Box #4)
below, please issue (i) the eFunds share certificate(s) to which the
undersigned is entitled, (ii) if applicable, a check in lieu of a fractional
share equal to such fraction multiplied by the average gross selling price per
share, net of commissions, of eFunds shares obtained by the exchange agent
upon the sale of all fractional shares on behalf of those tendering
shareholders of Deluxe otherwise entitled to receive fractional shares (a
"Fractional Share Check"), and (iii) if applicable, the certificate(s)
representing any Deluxe shares not tendered by the undersigned or any Deluxe
tendered shares that are not accepted for exchange, in each case in the
name(s) of the registered holder(s) shown in Box #1 "Description of Deluxe
Shares Tendered" (or, in the case of Deluxe shares tendered by book-entry
transfer, please credit the account maintained at the book-entry transfer
facility indicated above with (i) the eFunds shares to which the undersigned
is entitled, (ii) if applicable, the cash amount otherwise payable in the form
of a Fractional Share Check and (iii) if applicable, any Deluxe shares not
tendered by the undersigned or any Deluxe shares tendered herewith and not
accepted for exchange by Deluxe). Unless otherwise indicated under "Special
Delivery Instructions" (Box #5) below, please send (i) the eFunds share
certificate(s) to which the undersigned is entitled, (ii) if applicable, a
Fractional Share Check, in each case issued in the name(s) of the registered
holder(s) shown in Box #1 "Description of Deluxe Shares Tendered", and (iii)
if applicable, the certificate(s) representing any Deluxe shares not tendered
by the undersigned or any shares tendered herewith and not accepted for
exchange by Deluxe (and accompanying documents, as appropriate), in each case
to the address(es) of the registered holder(s) shown in Box #1 "Description of
Deluxe Shares Tendered". The undersigned recognizes that Deluxe has no
obligation pursuant to the "Special Issuance Instructions" to transfer any
Deluxe shares from the name of the registered holder(s) hereof if Deluxe does
not accept for exchange such shares. If Boxes #4 and #5 entitled "Special
Issuance Instructions" and "Special Delivery Instructions" are both completed,
please issue (i) the eFunds share certificate(s) to which the undersigned is
entitled, (ii) if applicable, a Fractional Share Check, and (iii) if
applicable, the certificate(s) representing any Deluxe shares not tendered by
the undersigned or any tendered shares that are not accepted for exchange, in
each case in the name(s) of, and send such certificate(s) and check (and
accompanying documents, as appropriate) to, the person(s) so indicated (or, in
the case of Deluxe shares tendered by book-entry transfer, please credit the
account maintained at the book-entry transfer facility indicated above with
(i) the eFunds shares to which the undersigned is entitled, (ii) if
applicable, the cash amount otherwise payable in the form of a Fractional
Share Check and (iii) if applicable, any Deluxe shares not tendered by the
undersigned or any Deluxe shares tendered herewith and not accepted for
exchange by Deluxe). The undersigned understands that Deluxe has no obligation
pursuant to the "Special Issuance Instructions" to transfer any Deluxe shares
from the name(s) of the registered holder(s) thereof if Deluxe does not accept
for exchange any of the Deluxe shares so tendered. The undersigned also
acknowledges and agrees that Deluxe and the exchange agent may in appropriate
circumstances defer effecting such transfers and may retain such eFunds shares
until satisfactory evidence of payment of transfer taxes payable on account of
such transfer by the undersigned, or exemption therefrom, is submitted to
Deluxe.
The undersigned understands that the delivery and surrender of the Deluxe
shares that the undersigned has tendered is not effective, and the risk of
loss of the Deluxe shares (including Deluxe shares tendered herewith) does not
pass to the exchange agent, until receipt by the exchange agent of this letter
of transmittal, or a manually signed facsimile hereof, duly completed and
signed, or with respect to shares held in "street name" an agent's message (as
defined in the offering circular-prospectus under "Terms of the Exchange
Offer--Procedures for Tendering Deluxe Shares") in connection with a book-
entry transfer of Deluxe shares, together with all accompanying evidences of
authority in form satisfactory to Deluxe and
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<PAGE>
any other required documents. All questions as to the form of documents
(including notices of withdrawal) and the validity, form, eligibility
(including time of receipt) and acceptance for exchange of any tender of
Deluxe shares will be determined by Deluxe in its sole discretion and such
determination shall be final and binding upon all tendering shareholders.
The undersigned understands that a tender of Deluxe shares made pursuant to
any method of delivery set forth in the offering circular-prospectus and this
letter of transmittal (including the instructions hereto) and Deluxe's
acceptance for exchange of such shares pursuant to the procedures described in
the offering circular-prospectus under "Terms of the Exchange Offer--
Procedures for Tendering Deluxe Shares" will constitute a binding agreement
between the undersigned and Deluxe upon the terms and subject to the
conditions of the exchange offer, including the undersigned's representation
that (i) the undersigned owns the Deluxe shares being tendered within the
meaning of Rule 14e-4 promulgated under the Exchange Act and (ii) the tender
of such Deluxe shares complies with Rule 14e-4.
---------------
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
This letter of transmittal is to be used by tendering Deluxe shareholders
if either (i) your Deluxe shares are uncertificated "book-entry" shares held
by Deluxe's transfer agent, (ii) the certificate(s) representing Deluxe shares
are to be forwarded herewith or, unless an agent's message is utilized, if
tenders are to be made by book-entry transfer to the account maintained by the
exchange agent at the book-entry transfer facility or (iii) guaranteed
delivery procedures are being used, according to the procedures set forth in
the offering circular-prospectus under "Terms of the Exchange Offer--
Guaranteed Delivery Procedure." Delivery of documents to the book-entry
transfer facility in accordance with its procedures does not constitute
delivery to the exchange agent as required by the exchange offer.
Participants in Deluxe's Employee Stock Purchase Plan who are eligible to
tender Deluxe shares in the exchange offer, as explained in the offering
circular-prospectus under "Terms of the Exchange Offer--Terms of the Exchange
Offer," may use this letter of transmittal to tender Deluxe shares held under
the Plan.
ODD LOTS
Box #2
[_] CHECK HERE IF, AS OF , 2000, YOU OWN BENEFICIALLY AN AGGREGATE OF LESS
THAN 100 DELUXE SHARES AND ARE TENDERING ALL SUCH SHARES. PLEASE REFER TO
INSTRUCTION 1 AND INSTRUCTION 8.
5
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Box #3
THE FOLLOWING MUST BE COMPLETED BY ALL TENDERING SHAREHOLDERS.
[_]CHECK HERE IF THE CERTIFICATE(S) REPRESENTING TENDERED DELUXE SHARES ARE
ENCLOSED HEREWITH.
[_]CHECK HERE IF YOUR TENDERED DELUXE SHARES ARE UNCERTIFICATED "BOOK-ENTRY"
SHARES AND ARE HELD BY DELUXE'S TRANSFER AGENT.
[_]CHECK HERE IF THE CERTIFICATE(S) REPRESENTING DELUXE SHARES WHICH YOU
WISH DELUXE TO TENDER IN THE EXCHANGE OFFER HAVE BEEN LOST, MUTILATED,
DESTROYED OR STOLEN. PLEASE REFER TO INSTRUCTION 6.
[_]CHECK HERE IF TENDERED DELUXE SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of tendering institution: _______________________________________________
Account number at book-entry transfer facility: ______________________________
Transaction code number: _____________________________________________________
[_]CHECK HERE IF THE CERTIFICATE(S) REPRESENTING TENDERED DELUXE SHARES ARE
BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (See Instruction
1):
Name(s) of registered holder(s): _____________________________________________
Date of execution of notice of guaranteed delivery: __________________________
Window ticket no. (if any): __________________________________________________
Name of institution that guaranteed delivery: ________________________________
If delivered by book-entry transfer, account number at book-entry transfer
facility: ____________________________________________________________________
______________________________________________________________________________
Transaction code number: _____________________________________________________
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Box #4 Box #5
THE FOLLOWING MUST BE COMPLETED BY THE FOLLOWING MUST BE COMPLETED BY
TENDERING SHAREHOLDERS WHO HAVE TENDERING SHAREHOLDERS WHO HAVE
SPECIAL ISSUANCE INSTRUCTIONS. SPECIAL DELIVERY INSTRUCTIONS.
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if Deluxe To be completed ONLY if Deluxe
shares not tendered or any Deluxe shares not tendered or any Deluxe
shares not accepted for exchange, shares not accepted for exchange,
eFunds share certificate(s) and/or eFunds share certificate(s) and/or
any Fractional Share Check issued any Fractional Share Check issued
in connection with the acceptance in connection therewith are to be
of Deluxe shares tendered hereby sent to someone other than the
are to be issued in the name of undersigned, or to the undersigned
someone other than the undersigned. at an address other than that shown
in the box entitled "Description of
Deluxe Shares Tendered" on the
cover page of this letter of
transmittal.
Issue: (check appropriate box(es)):
[_] eFunds share certificate(s) to:
[_] Fractional Share Check to: Mail: (check appropriate box(es)):
[_] Deluxe share certificate(s) to: [_] eFunds share certificate(s)
to:
Name(s): ___________________________
(Please print) [_] Fractional Share Check to:
____________________________________ [_] Deluxe share certificate(s)
(Please print) to:
Address: ___________________________
Name(s): ___________________________
____________________________________ (Please print)
(Zip code)
____________________________________
(Please print)
Taxpayer identification or
social security number: ____________ Address: ___________________________
____________________________________
(Zip code)
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Box #6
THE FOLLOWING MUST BE COMPLETED BY ALL TENDERING SHAREHOLDERS.
IMPORTANT--PLEASE SIGN AND DATE HERE
(Please also complete substitute Form W-9 below if you are a U.S. shareholder
or the substitute
Form W-8 below if you are a non-U.S. shareholder)
(See Instructions 1 and 3)
The undersigned hereby tenders the Deluxe shares described above in
"Description of Deluxe Shares Tendered" (Box #1), upon the terms and
subject to the conditions of the exchange offer.
_________________________________________________________________________
--*
_________________________________________________________________________
Signature(s) of shareholder(s)
--*
Dated: , 2000
This letter of transmittal must be signed by the registered holder(s)
as the name(s) appear(s) on the Deluxe share certificate(s) or on a
security position listing or by person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
Name(s): ________________________________________________________________
_________________________________________________________________________
(Please print)
Capacity: _______________________________________________________________
Address: ________________________________________________________________
_________________________________________________________________________
(Zip code)
Area code and telephone number: _________________________________________
Tendering shareholders must complete a substitute Form W-9 below if the
tendering shareholder is a U.S. person or a substitute Form W-8 below if the
tendering shareholder is a non-U.S. person. See Instruction 11.
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Box #7
THE FOLLOWING MUST BE COMPLETED BY TENDERING
SHAREHOLDERS WHO ARE REQUIRED TO PROVIDE SIGNATURE
GUARANTEES. (See Instructions 1 and 3)
SIGNATURE GUARANTEE
FOR USE BY ELIGIBLE INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Signature(s) guaranteed by an eligible institution: ________________________
(Authorized signature)
Name: ______________________________________________________________________
(Please print)
Title: _____________________________________________________________________
Name of firm: ______________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(Zip code)
Area code and telephone number: ____________________________________________
Date: , 2000
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Box #8
THE FOLLOWING MUST BE COMPLETED ONLY IF A SOLICITING DEALER FEE IS TO BE PAID
IN CONNECTION WITH THIS TENDER. (See Instruction 9)
NOTICE OF SOLICITED TENDERS
[_] BY CHECKING THIS BOX, I REPRESENT THAT MY TENDER WAS AFFIRMATIVELY
SOLICITED BY THE SOLICITING DEALER LISTED BELOW:
Name of firm: ______________________________________________________________
(Please print)
Name of individual broker or financial consultant: _________________________
Identification number (if known): __________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(Zip code)
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INSTRUCTIONS
THESE INSTRUCTIONS FORM PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this letter of transmittal and Deluxe share certificate(s)
This letter of transmittal is to be completed by shareholders if either (i)
your Deluxe shares are uncertificated "book-entry" shares held by Deluxe's
transfer agent or (ii) the certificate(s) representing Deluxe shares tendered
herewith are to be forwarded herewith or, unless an agent's message is
utilized, if tenders are to be made pursuant to the procedures for book-entry
transfer set forth in the offering circular-prospectus under "Terms of the
Exchange Offer--Procedures for Tendering Deluxe Shares" or (iii) the Deluxe
shares will be tendered pursuant to the guaranteed delivery procedures set
forth in the offering circular-prospectus under "Terms of the Exchange Offer--
Guaranteed Delivery Procedure." The certificate(s) representing Deluxe shares
tendered herewith, or if your Deluxe shares are held in "street
name"confirmation of any book-entry transfer into the exchange agent's account
at the book-entry transfer facility of Deluxe shares tendered electronically,
as well as a properly completed and duly executed copy of this letter of
transmittal or a manually signed facsimile hereof, and any other documents
required by this letter of transmittal, must be received by the exchange agent
at one of its addresses set forth herein prior to the expiration date of the
exchange offer. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE
CERTIFICATE(S) REPRESENTING DELUXE SHARES TENDERED HEREWITH AND ANY OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER,
BUT, EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF CERTIFICATE(S)
REPRESENTING DELUXE SHARES TENDERED HEREWITH ARE SENT BY MAIL IT IS
RECOMMENDED THAT TENDERING SHAREHOLDERS USE REGISTERED MAIL, RETURN RECEIPT
REQUESTED AND ALLOW SUFFICIENT TIME TO ENSURE TIMELY RECEIPT.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
No alternative, conditional or contingent tenders will be accepted for
exchange in the exchange offer. All tendering shareholders, by execution of
this letter of transmittal or a manually signed facsimile hereof, waive any
right to receive any notice of the acceptance of their Deluxe shares for
exchange.
Holders whose stock certificate(s) representing Deluxe shares are not
immediately available or who cannot complete the procedure for delivery by
book-entry transfer on a timely basis, with respect to Deluxe shares held in
"street name" or who cannot deliver their certificate(s) and all other
required documents to the exchange agent prior to the expiration date of the
exchange offer may tender their Deluxe shares pursuant to the guaranteed
delivery procedure set forth in the offering circular-prospectus under "Terms
of the Exchange Offer--Guaranteed Delivery Procedure." Pursuant to such
procedure: (i) such tender must be made by or through a participant in the
Security Transfer Agents Medallion Program or the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(an "eligible institution"); (ii) prior to the expiration date, the exchange
agent must have received from such eligible institution a properly completed
and duly executed notice of guaranteed delivery substantially in the form
provided by Deluxe setting forth the name and address of the holder and the
number of Deluxe shares tendered, stating that the tender is being made
thereby and guaranteeing that, within three business days after the date of
the notice of guaranteed delivery, the certificate(s) representing the Deluxe
shares accompanied by all other documents required by this letter of
transmittal will be deposited by the eligible institution with the exchange
agent or the tendered Deluxe shares will be transferred to the exchange
agent's account at the book-entry transfer facility; and (iii) the
certificate(s) representing the Deluxe shares tendered herewith (or a
confirmation of a book-entry transfer of such Deluxe shares into the exchange
agent's account at the book-entry transfer facility as described above),
together with a properly completed and duly executed letter of transmittal (or
a manually signed facsimile hereof) and any required signature guarantees, or
an agent's message in connection with a book-entry transfer, and any other
documents required hereby, must be received by the exchange agent within three
business days after the date of the notice of guaranteed delivery, all as
provided in the offering circular-prospectus under "Terms of the Exchange
Offer--Guaranteed Delivery Procedure."
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2. Partial Tenders (Not Applicable to Shareholders who Tender by Book-Entry
Transfer); Withdrawals
If less than all the Deluxe shares evidenced by any certificate(s) are to
be tendered, the tendering holder should fill in the number of shares to be
tendered in the appropriate places in "Description of Deluxe Shares Tendered"
(Box #1) with respect to the Deluxe shares being tendered. A reissued
certificate representing the number of Deluxe shares not tendered will be
issued in the name of, and sent to, such registered holder, unless otherwise
indicated under "Special Issuance Instructions" (Box #4) or "Special Delivery
Instructions" (Box #5) above, as soon as practicable after the expiration date
of the exchange offer. THE ENTIRE NUMBER OF DELUXE SHARES REPRESENTED BY ANY
CERTIFICATE(S) DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN
TENDERED UNLESS OTHERWISE INDICATED.
Any tendering holder of Deluxe shares may withdraw the Deluxe shares
tendered hereby at any time prior to the expiration date, and may also
withdraw such tender after the expiration of 40 business days from the
commencement of the exchange offer, unless theretofore accepted for exchange
as provided in the offering circular-prospectus under "Terms of the Exchange
Offer--Withdrawal Rights."
To be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by the exchange agent at one of its
addresses set forth above and the holder of Deluxe shares tendered must comply
with the requirements set forth in the offering circular-prospectus under
"Terms of the Exchange Offer--Withdrawal Rights." Withdrawals may not be
rescinded, and Deluxe shares withdrawn will thereafter be deemed not validly
tendered for purposes of the exchange offer. However, withdrawn Deluxe shares
may be retendered by again following one of the procedures described in the
offering circular-prospectus under the caption "Terms of the Exchange Offer--
Procedures for Tendering Deluxe Shares" or "--Special Procedures for
Participants in the Employee Stock Purchase Plan" at any time prior to the
expiration date.
3. Signatures on this letter of transmittal; Stock Powers and Endorsements;
Medallion Guarantee of Signatures
If this letter of transmittal is signed by the registered holder(s) of the
Deluxe shares tendered hereby, the signature(s) must correspond exactly with
the name(s) as written on the face of the certificate(s) representing the
Deluxe shares or in the case of uncertificated "book-entry" shares, the
signature(s) must correspond exactly with the name(s) of the registered holder
as reflected in the records of Deluxe's transfer agent, without alteration,
enlargement or any other change whatsoever.
If any of the Deluxe shares tendered hereby are registered in the name of
two or more joint owners, all such owners must sign this letter of
transmittal.
If any tendered Deluxe shares are registered in the names of different
holders, it will be necessary to complete, sign and submit as many separate
copies of this letter of transmittal as there are different registrations of
certificates.
If this letter of transmittal is signed by the registered holder(s) of the
Deluxe shares listed and tendered hereby, no endorsements of certificates or
separate stock powers are required, unless eFunds share certificate(s) are to
be issued, or certificate(s) for any untendered Deluxe shares or for any
Deluxe shares not accepted for exchange are to be reissued, in the name of a
person other than the registered holder(s). In those cases, the stock
certificate(s) evidencing the Deluxe shares tendered hereby must be endorsed
or accompanied by appropriate stock power(s), in either case, signed exactly
as the name(s) of the registered holder(s) appear(s) on such stock
certificate(s). Signatures on such stock certificate(s) and stock power(s)
must be medallion guaranteed by an eligible institution. Notary publics cannot
execute acceptable guarantees of signature.
If this letter of transmittal is signed by a person other than the
registered holder(s) of the Deluxe shares listed and tendered hereby, the
certificate(s) representing such Deluxe shares must be endorsed or accompanied
by appropriate stock powers, in either case signed exactly as the name(s) of
the registered holder(s) appear(s) on such certificate(s), and such signatures
must be medallion guaranteed by an eligible institution. Notary publics cannot
execute acceptable guarantees of signature.
If this letter of transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of a corporation or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to Deluxe of their authority so to act must be submitted.
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Signatures on this letter of transmittal must be medallion guaranteed by an
eligible institution unless the Deluxe shares are tendered: (i) by a
registered holder of such Deluxe shares (which term, for purposes of this
letter of transmittal, shall include any participant in the book-entry
transfer facility whose name appears on a security position listing as the
owner of Deluxe shares) who has not completed the box entitled "Special
Issuance Instructions" (Box #4) or "Special Delivery Instructions" (Box #5) of
this letter of transmittal; or (ii) for the account of an eligible
institution. If a medallion guarantee is required, a notary public cannot
execute an acceptable guarantee of signatures.
4. Special Issuance and Delivery Instructions
Tendering holders should indicate in the box entitled "Special Issuance
Instructions" (Box #4) or "Special Delivery Instructions" (Box #5), as
applicable, the name and address to which eFunds share certificate(s), a
Fractional Share Check, if any, and/or substitute certificate(s) for Deluxe
shares not tendered or any Deluxe shares not accepted for exchange are to be
issued or sent, if different from the name and address of the person signing
this letter of transmittal. In the case of issuance in a different name, the
employer identification or social security number of the person named must
also be indicated.
5. Stock Transfer Taxes
Except as otherwise provided in this Instruction 5, Deluxe will pay all
stock transfer taxes, if any, payable on the transfer to it of Deluxe shares
and the transfer to tendering shareholders of eFunds shares pursuant to the
exchange offer. However, the tendering shareholders of Deluxe shares must pay
the amount of all stock transfer taxes, if any, whether imposed on the
registered owner or another party, payable on account of the transfer to that
party if the tendered certificates are registered in the name of any party
other than the party signing this letter of transmittal or eFunds shares to be
received in the exchange offer are registered in the name of any party other
than the registered holder of Deluxe shares tendered for those eFunds shares.
Tendering shareholders acknowledge and agree that Deluxe and the exchange
agent may, in appropriate circumstances, defer effecting such transfers and
may retain such eFunds shares until satisfactory evidence of payment of
transfer taxes payable on account of such transfer by a tendering shareholder,
or exemption therefrom, is submitted to Deluxe and the exchange agent.
6. Mutilated, Lost, Stolen or Destroyed Deluxe Share Certificates
Any holder whose stock certificate(s) representing Deluxe shares has been
mutilated, destroyed, lost or stolen should promptly contact the exchange
agent at the address indicated above for further instructions. If any
certificate representing Deluxe shares has been mutilated, destroyed, lost or
stolen, the shareholder must (i) furnish to the exchange agent evidence,
satisfactory to it in its discretion, of the ownership of and the mutilation,
destruction, loss or theft of such certificate, (ii) furnish to the exchange
agent indemnity, satisfactory to it and Deluxe in their discretion, and (iii)
comply with such other reasonable conditions as the exchange agent may
prescribe.
7. Questions and Requests for Assistance or Additional Copies
Questions relating to the procedure for tendering, as well as requests for
assistance or additional copies of the offering circular-prospectus, this
letter of transmittal or the notice of guaranteed delivery, may be directed to
the information agent at the address indicated below. Additional copies of the
offering circular-prospectus, this letter of transmittal or the notice of
guaranteed delivery may also be obtained from the information agent.
8. Proration; Odd Lots
As described in the offering circular-prospectus, if the conditions to the
exchange offer are satisfied or waived and the exchange offer is
oversubscribed, Deluxe shares validly tendered and not properly withdrawn on
or prior to the expiration date will be accepted for exchange on a pro rata
basis, except for tenders by holders of less than 100 Deluxe shares who tender
all of their shares and do not properly withdraw them. Accordingly, if the
exchange offer is completed, holders of less than 100 Deluxe shares of record
as of , 2000, or an odd lot, who validly tendered and do not properly
withdraw such Deluxe shares will have all of their Deluxe shares accepted by
Deluxe for exchange and will not be subject to proration. After the exchange
of any such odd lots, the remaining Deluxe shares which were validly tendered
and not properly withdrawn will, in the event the exchange offer is
oversubscribed and completed, be accepted for exchange on a pro rata basis.
If you owned of record less than 100 Deluxe shares as of , 2000 and
you are tendering all of your Deluxe shares you should check Box #2.
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<PAGE>
9. Solicited Tenders
Deluxe will pay a solicitation fee of $ per share, up to a maximum of
1,000 shares per tendering shareholder, for each Deluxe share tendered and
accepted for exchange pursuant to the exchange offer, if the soliciting dealer
has affirmatively solicited the tender and Box #8 is checked and completed
giving details of the name of (i) any broker or dealer in securities which is
a member of any national securities exchange in the United States or of the
National Association of Securities Dealers, Inc. or (ii) any bank or trust
company located in the United States. However, no solicitation fee shall be
payable (i) in connection with a tender of Deluxe shares by a shareholder (x)
tendering more than 1,000 shares of Deluxe shares or (y) tendering from a
country outside of the United States or (ii) to the dealer manager. In
addition, soliciting dealers are not entitled to a fee with respect to Deluxe
shares beneficially owned by such soliciting dealer or with respect to any
shares that are registered in their name, unless they hold such shares as
nominee and tender them for the benefit of beneficial holders identified in
this letter of transmittal. No such fee shall be payable to a soliciting
dealer if such soliciting dealer is required for any reason to transfer the
amount of such fee to a tendering holder (other than itself). No broker,
dealer, bank, trust company or fiduciary shall be deemed to be the agent of
Deluxe, eFunds, the exchange agent, the information agent or the dealer
manager for purposes of the exchange offer.
In order for a soliciting dealer to receive a solicitation fee with respect
to the tender of Deluxe shares, the exchange agent must have received a
properly completed and duly executed letter of transmittal (including a
completed box entitled "Notice of Solicited Tenders" (Box #8)).
The acceptance of compensation by the soliciting dealer listed in "Notice
of Solicited Tenders" (Box #8) will constitute a representation by such
soliciting dealer that: (i) it has complied with the applicable requirements
of the Securities Exchange Act of 1934, as amended, and the applicable rules
and regulations thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the terms and
conditions of the offering circular-prospectus and this letter of transmittal,
and (iii) in soliciting tenders of Deluxe shares, it has used no soliciting
materials other than those furnished by Deluxe.
10. Waiver of Conditions
Deluxe reserves the right to waive, in whole or in part at any time and
from time to time, any of the specified conditions to the exchange offer.
11. Important Tax Information; Substitute Forms W-9 and W-8
a. U.S. shareholders--Substitute Form W-9
For purposes of the following discussion, the term "U.S. shareholder"
refers generally to a shareholder that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic trust
or a domestic estate. A "non-U.S. shareholder" is a shareholder who is not a
U.S. shareholder.
U.S. federal income tax law requires that a U.S. shareholder whose tendered
Deluxe shares are accepted for exchange must provide the exchange agent (as
payor) with his or her correct taxpayer identification number ("TIN") on
Substitute Form W-9 below. In the case of a holder who is an individual, the
TIN is his or her social security number. If the exchange agent is not
provided with the correct TIN or an adequate basis for exemption, the holder
may be subject to a $50 penalty imposed by the Internal Revenue Service (the
"IRS") in addition to backup withholding in an amount equal to 31% of the cash
proceeds received in lieu of fractional eFunds shares resulting from the
exchange offer if such amount equals or exceeds $20.
Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
To prevent backup withholding, each tendering U.S. holder must provide his
or her correct TIN by completing the "Substitute Form W-9" set forth below,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN)
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and that (i) the holder is exempt from backup withholding, (ii) the holder has
not been notified by the IRS that he or she is subject to backup withholding
as a result of the failure to report all interest or dividends or (iii) the
IRS has notified the holder that he or she is no longer subject to backup
withholding. If the certificate(s) representing Deluxe shares are in more than
one name or are not in the name of the actual owner, consult the enclosed
guidelines regarding which TIN to report. If you do not have a TIN, consult
the enclosed guidelines for instructions on how to apply for a TIN, write
"applied for" in Part I of the Substitute Form W-9, and complete the
Certification of Awaiting Taxpayer Identification Number in order to avoid
backup withholding. Notwithstanding that you write "applied for" in Part I of
the Substitute Form W-9 and complete the Certification of Awaiting Taxpayer
Identification Number, the exchange agent will withhold 31% of all reportable
payments made prior to the time a properly certified TIN is provided to the
exchange agent. If the TIN is provided within 60 days, such amount will be
refunded.
If backup withholding applies, the exchange agent is required to withhold
31% of any such cash payments made in lieu of fractional eFunds shares to the
shareholder or other payee if such amount equals or exceeds $20. Backup
withholding is not an additional tax. Rather, the U.S. federal income tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If backup withholding results in an overpayment of
taxes, a refund may be obtained from the IRS.
Holders of Deluxe shares who acquired their Deluxe shares at different
times may have different tax bases in their Deluxe shares, and should consult
with their tax advisors as to the possibility of identifying the specific
Deluxe shares surrendered in the exchange offer in order to establish the
basis of the eFunds shares issued in exchange for Deluxe shares surrendered.
b. Non-U.S. Shareholders--Substitute Form W-8
All tendering non-U.S. shareholders must complete, sign and return the
Substitute Form W-8 below. A tendering non-U.S. shareholder who does not
complete, sign and return the Substitute Form W-8 below will be subject to
U.S. federal backup withholding equal to 31% of the cash payments equal to or
in excess of $20 made in lieu of fractional e-Funds shares pursuant to the
exchange offer. Backup withholding is not an additional tax; any amounts so
withheld may be credited against the U.S. federal income tax liability of the
shareholder subject to backup withholding.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE
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<PAGE>
THE FOLLOWING MUST BE COMPLETED BY ALL TENDERING U.S. SHAREHOLDERS.
(See Instruction 11a)
PAYOR'S NAME:
Part I--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND ----------------------
CERTIFY BY SIGNING AND Social Security Number or
DATING BELOW.
SUBSTITUTE
Form W-9 Employer Identification
Department of Number (if awaiting TIN
the Treasury write "Applied For")
Internal --------------------------------------------------------
Revenue Part II--For Payees exempt from backup withholding,
Service see the attached Guidelines for Certification of
Taxpayer Identification Number on Substitute Form
W-9 and complete as instructed therein.
--------------------------------------------------------
Certification--Under penalties of perjury, I certify
that:
Payor's Request (1) The number shown on this form is my correct
for Taxpayer Taxpayer Identification Number (or a Taxpayer
Identification Identification Number has not been issued to me)
Number ("TIN") and either (a) I have mailed or delivered an
application to receive a Taxpayer Identification
Number to the appropriate Internal Revenue
Service ("IRS") or Social Security
Administration office or (b) I intend to mail or
deliver an application in the near future. (I
understand that if I do not provide a Taxpayer
Identification Number to the Depositary, 31% of
all reportable payments made to me will be
withheld, but will be refunded if I provided a
certified Taxpayer Identification Number within
60 days); and
(2) I am not subject to backup withholding either
because I have not been notified by the IRS that
I am subject to backup withholding as a result
of a failure to report all interest or
dividends, or the IRS has notified me that I am
no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item
(2) above if you have been notified by the IRS
that you are subject to backup withholding
because of underreporting interest or dividends
on your tax return. However, if after being
notified by the IRS that you were subject to
backup withholding you received another
notification from the IRS that you are no longer
subject to backup withholding, do not cross out
item (2). (Also see instructions in the enclosed
Guidelines.)
SIGNATURE ______________________ DATE: ____________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A TAXPAYER
IDENTIFICATION NUMBER.
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification
number has not been issued to me, and either that (i) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (ii) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer
identification number by the time of payment, 31% of all reportable
payments made to me will be withheld, but that such amounts will be
refunded to me if I then provide a taxpayer identification number within
sixty (60) days.
SIGNATURE ____________________________ DATE: ____________________________
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THE FOLLOWING MUST BE COMPLETED BY ALL TENDERING NON-U.S. SHAREHOLDERS
(See Instruction 11b)
SUBSTITUTE
Form W-8 Certificate of Foreign Status
--------------------------------------------------------------------------------
Name of owner (if joint account, also give joint owner's name)
U.S. taxpayer
Identification number
(if any)
----------------------------------------------------------------------------
Permanent Address (Include apt. or suite no.)
(If you are an individual, provide the address of your permanent residence.
If you are a partnership or corporation, provide the address of your
principal office. If you are an estate or trust, provide the permanent
address or principal office of any fiduciary.)
----------------------------------------------------------------------------
City, province or state, postal code and country
----------------------------------------------------------------------------
Current Mailing Address, if different from permanent address (Include apt.
or suite no., or P.O. box if mail is not delivered to street address.)
----------------------------------------------------------------------------
City, town or post office, state, and ZIP code (if foreign address, enter
city, province or state, postal code and country.)
--------------------------------------------------------------------------------
Certification. -- Under penalties of perjury, I certify that I am an exempt
foreign person, for backup withholding purposes, under the U.S. Federal income
tax laws, because:
1. I am a nonresident alien individual or a foreign corporation, partnership,
estate or trust,
2. If an individual, I have not been, and do not plan to be, present in the
United States for a total of 183 days or more during the calendar year, and
3. I am neither engaged, nor plan to be engaged during the year, in a U.S.
trade or business that has effectively connected gains from transactions
with a broker or barter exchange.
--------------------------------------------------------------------------------
Signature Date
--------------------------------------------------------------------------------
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The information agent for the exchange offer is:
Morrow & Co., Inc.
455 Park Avenue, 5th Floor
New York, NY 10022
Call Collect: (212) 754-8000
Banks and Brokerage Firms, please call: (800) 662-5200
or
Shareholders please call: (800) 566-9061
The dealer manager for the exchange offer is:
LEHMAN BROTHERS
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