<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 1995
REGISTRATION NO. 33-62041
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--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DELUXE CORPORATION
(Exact name of registrant as specified in its charter)
--------------------------
<TABLE>
<S> <C>
MINNESOTA 41-0216800
(State or other (I.R.S. Employer Identification
jurisdiction of No.)
incorporation or
organization)
</TABLE>
1080 WEST COUNTY ROAD F, SHOREVIEW, MINNESOTA 55126-8201
(612) 483-7111
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOHN H. LEFEVRE, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
DELUXE CORPORATION
1080 WEST COUNTY ROAD F
SHOREVIEW, MINNESOTA 55126-8201
(612) 483-7008
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
Robert A. Rosenbaum, Esq. Robert E. Buckholz, Jr., Esq.
Dorsey & Whitney P.L.L.P. Sullivan & Cromwell
220 South Sixth Street 125 Broad Street
Minneapolis, Minnesota 55402 New York, New York 10004
(612) 340-5681 (212) 558-4000
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
---------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
---------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities................................ $300,000,000(2) 100%(3) $300,000,000(3) $103,449(4)
<FN>
(1) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee.
(2) Or, in the case of Debt Securities denominated in a currency other than
U.S. dollars or in a composite currency, such U.S. dollar amount as shall
result from converting the aggregate public offering price of such Debt
Securities into U.S. dollars at the exchange rate in effect on the date
such Debt Securities are initially offered to the public.
(3) Plus accrued interest, if any.
(4) Previously paid.
</TABLE>
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
-------------
SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 1995
$300,000,000
DELUXE CORPORATION
DEBT SECURITIES
------------------
Deluxe Corporation (the "Company") may offer from time to time its debt
securities (the "Debt Securities") in one or more series in an aggregate
principal amount not to exceed $300,000,000, or its equivalent in such foreign
currency or composite currencies as may be designated by the Company at the time
of the offering, on terms to be determined at the time of sale. The specific
designation, aggregate principal amount, purchase price, maturity, denominations
(which may be in United States dollars, in any other currency or in a composite
currency), any interest rate or rates (which may be fixed or variable) and time
of payment of any interest, any redemption or repayment or extension terms, any
terms for sinking fund payments and other specific terms of the Debt Securities
will be set forth in one or more supplements to this Prospectus (each a
"Prospectus Supplement"). As used herein, the term "Debt Securities" shall
include securities denominated in United States dollars or, if so specified in
the applicable Prospectus Supplement, in any other currency or composite
currency.
The Debt Securities may be sold to or through underwriters, dealers or
agents for public offering or directly to other purchasers pursuant to the terms
of the offering fixed at the time of sale. See "Plan of Distribution." Any
underwriters, dealers or agents participating in an offering of Debt Securities
will be named in the accompanying Prospectus Supplement or Prospectus
Supplements. Such underwriters, dealers or agents may be deemed "underwriters"
within the meaning of the Securities Act of 1933, as amended.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
2400, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices located at Seven World Trade Center, 13th
Floor, New York, New York 10048, and Northwestern Atrium Center, 14th Floor, 500
West Madison Street, Chicago, Illinois 60661. Copies of such materials can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Reports, proxy
statements and other information concerning the Company can also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits, the "Registration Statement")
under the Securities Act of 1933, as amended. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement. Statements contained in this Prospectus as to the
contents of any document are not necessarily complete, and in each instance
reference is made to the document itself, each such statement being qualified in
all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1994;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, as
amended by Form 10-Q/A-1 filed August 10, 1995; and
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to John H. LeFevre, Secretary, Deluxe Corporation, 1080 West County
Road F, Shoreview, Minnesota 55126-8201, telephone number (612) 483-7008.
Unless otherwise indicated, currency amounts in this Prospectus and in any
Prospectus Supplement are stated in United States dollars ("$" or "dollars").
2
<PAGE>
THE COMPANY
Deluxe Corporation provides products and services primarily to the financial
payment systems industry and also markets specialty products to small businesses
and consumers. The Company began business in 1915 in St. Paul, Minnesota,
printing checks for banks and their customers. The Company today is
headquartered in Shoreview, Minnesota, and has facilities in the United States,
Puerto Rico, Canada and the United Kingdom. The Company's products and services
are sold primarily in the United States through the following four business
divisions: Payment Systems, Business Systems, Consumer Specialty Products and
Ink.
PAYMENT SYSTEMS DIVISION
The Company's largest division, Payment Systems, is composed of the
paper-based payments unit and the electronic payments unit. The Payment Systems
Division had net sales of approximately $1.083 billion in 1994, accounting for
approximately 62 percent of the Company's total sales.
PAPER-BASED PAYMENTS UNIT
The paper-based payments unit prints and sells to financial institutions and
depositors a variety of checks and related banking forms. The Company is the
nation's leading printer of checks for financial institutions and has an
approximately 50 percent share of the estimated $1.6 billion U.S. financial
institution check market. The approximate number of financial institutions (not
including branches as separate entities) to which the Company made gross sales
of checks and related banking forms in excess of $100,000 during 1994 was 1,922.
Depositors commonly submit initial check orders and reorders to their
financial institutions, which forward them to one of the Company's printing
plants. Printed checks are sent directly by the Company to the depositors,
typically on the business day after receipt of the order. The Company's charges
are paid by the financial institutions, which in turn usually deduct the charges
from the depositors' accounts. In 1994, the Company delivered 99.76 percent of
financial institution check orders error-free to customers and provided two-day
turnaround on 95.6 percent of all orders.
Payment systems and methods have been changing in the U.S. in recent years
as banking and other industries have introduced alternatives to the traditional
check, including charge cards, credit cards, debit cards and electronic payment,
among others. Sales of checks to financial institutions have been subject to
increased competition and consequent pressure on prices. Additionally, the
direct mail segment of the check industry is growing rapidly as a lower-priced
alternative to financial institution check sales and is estimated to have
represented approximately 14 percent of the personal check market in the U.S. in
1994. These developments have produced a mature market for checks and have
accelerated pricing pressure on check sales. As a result, check printing
revenues have declined in recent years and the Company believes that revenues
from traditional check sales to financial institutions will likely continue to
decline in the future. In order to stabilize check printing operations and
improve profitability, the Company has focused on controlling expenses and
increasing efficiency and on higher margin products and services, such as
specially designed checks and licensed check designs. At the same time, the
growing direct mail check segment has been an opportunity for the Company's
Current, Inc. subsidiary, the nation's largest supplier of direct mail personal
checks. See "-- Consumer Specialty Products Division."
The paper-based payments unit also includes the Company's financial forms
and card services businesses. The financial forms business provides financial
institutions with a variety of forms used for internal operations and
administrative purposes. The card services business provides personalized,
plastic automated teller machine ("ATM") cards and credit and debit cards to
financial institutions and retailers and driver's licenses to government
agencies.
The Company's direct communications product line is also part of the
paper-based payments unit. This emerging product line consists of letter checks
and other personalized direct communication printed pieces used by financial
institutions in marketing to consumers. The Company continues to focus on
developing products and services to be sold to its traditional financial
institution customers.
3
<PAGE>
ELECTRONIC PAYMENTS UNIT
The electronic payments unit supplies processing and other services and
electronic funds transfer software and consists of the following businesses:
Deluxe Data Systems, Inc. ("Deluxe Data"); Chex Systems, Inc. ("Chex Systems");
Electronic Transaction Corporation ("ETC"); National Revenue Corporation and its
affiliates ("NRC"); and Financial Alliance Processing Services, Inc. ("Financial
Alliance").
Deluxe Data provides electronic funds transfer processing and software and
is the nation's largest third-party processor for regional ATM networks.
Overall, Deluxe Data processed approximately 1.3 billion transactions in 1994.
Deluxe Data also competes in emerging debit markets, including electronic
benefit transfer ("EBT") and retail/point-of-sale ("POS") transaction
processing. EBT uses ATM and POS terminals to deliver food stamps and welfare
assistance to recipients. Deluxe Data currently supports EBT programs for the
state governments of Maryland and New Jersey.
Chex Systems provides account verification services for financial
institutions and served more than 60,000 bank locations in 1994. Chex Systems
uses its large database to identify checking account applicants who previously
have had accounts closed for cause. Chex Systems also offers collection services
to financial institutions.
ETC is a database management business and is the nation's largest check
authorization service for retailers. Through its Shared Check Authorization
Network ("SCAN-TM-"), ETC identifies individuals who have outstanding dishonored
checks or who have had checking accounts closed for cause. Using SCAN, member
retailers served by ETC authorized more than 1.6 billion checks in 1994.
NRC provides collection and accounts receivable management services to
retail, financial, medical and commercial credit grantors. NRC has 37 sales
offices nationwide and serves approximately 27,000 customers.
Financial Alliance, acquired by the Company in January 1995, is a
full-service credit card processor enabling retailers to accept payment by
credit card. In 1994, Financial Alliance processed 18 million credit card
transactions and provided services to more than 150 financial institutions and
40,000 retailers using 30 independent sales organizations as well as its own
internal sales organization.
BUSINESS SYSTEMS DIVISION
The second largest of the Company's divisions, Business Systems, had net
sales of approximately $335 million in 1994, accounting for approximately 19
percent of the Company's total sales. Business Systems produces and markets
short-run computer and business forms and record-keeping systems for small
businesses and professional practices, including medical and dental offices.
Business Systems' products are sold primarily through direct mail and telephone
marketing. This Division includes the Company's general business and health care
forms printing unit; PaperDirect, Inc., a direct mail marketer of specialty
papers, presentation products and pre-designed forms for laser printing and
desktop publishing; Nelco, Inc., a supplier of tax forms, tax forms software,
and electronic tax filing services; and T/Maker Company, a publisher of image
content software, including clip art. Many of these products are also sold
internationally by Deluxe United Kingdom Ltd., Deluxe Canada Inc. and
PaperDirect Pacific Pty Limited, an Australia-based joint venture that markets
PaperDirect products in Australia, New Zealand and Asia.
CONSUMER SPECIALTY PRODUCTS DIVISION
The Consumer Specialty Products Division consists of Current, Inc.
("Current"), the nation's leading direct mail supplier of checks and social
expression products, including greeting cards, gift wrap, small gifts and
related products. Current had sales of approximately $330 million in 1994,
accounting for approximately 19 percent of the Company's total sales. Current is
the largest supplier among the approximately 30 companies competing in the
growing direct mail check segment, which includes the Company's primary
competitors in the financial institution check market. Current delivered
approximately 99 percent of its check orders error-free in 1994. Current's
social expression business is seasonal, based on holidays, and historically more
than one-third of Current's total sales have occurred in the fourth quarter.
4
<PAGE>
INK DIVISION
In June 1994, the Company formed the Ink Division to produce and market
Printwise-TM-, a water-washable lithographic ink and solvent-free press wash
system. The Company believes that Printwise meets or exceeds the performance
standards of conventional lithographic inks. Printwise requires no costly
capital expenditures or press modifications to implement and eliminates the need
to use environmentally harmful, petroleum-based cleaning solvents in the
printing process. As a start-up business, the Ink Division had sales of
approximately $0.9 million and an operating loss in 1994. Such sales were made
primarily to the Company for use in its check printing plants, all of which have
been converted to Printwise. Because the ink business is new to the Company and
unrelated to its other core businesses, the Company is examining alternatives in
order to realize the full value to the Company of the Ink Division. See "--
Recent Developments."
RECENT DEVELOPMENTS
On May 1, 1995, J. A. (Gus) Blanchard III succeeded Harold V. Haverty as
President and Chief Executive Officer of the Company. Since January 1994, Mr.
Blanchard, age 52, had been Executive Vice President of General Instrument
Corporation, a supplier of systems and equipment to the cable and satellite
television industry located in Chicago, Illinois. From 1991 to 1993, Mr.
Blanchard was Chairman and Chief Executive Officer of Harbridge Merchant
Services, a national credit card processing company based in Chicago.
Previously, Mr. Blanchard worked at American Telephone & Telegraph Company
("AT&T") for 25 years, most recently as Senior Vice President in charge of
AT&T's national business sales force.
In connection with the recent management change, the Company is undertaking
a comprehensive evaluation of its businesses and strategy and may, in the
future, determine to adjust its business strategy and to pursue acquisitions of
complementary businesses or products or dispositions of certain businesses or
products of the Company and its subsidiaries. The Company currently has no
commitments to make any such acquisitions or dispositions. See "Use of
Proceeds."
The Company was incorporated under the laws of the State of Minnesota in
1920. From 1920 until 1988, the Company was named Deluxe Check Printers
Incorporated. The Company's principal executive offices are located at 1080 West
County Road F, Shoreview, Minnesota 55126-8201 (telephone (612) 483-7111).
Unless the context otherwise requires, the term the "Company" refers to Deluxe
Corporation and its subsidiaries.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general corporate
purposes, including working capital, repayment or repurchase of outstanding
indebtedness and other securities of the Company, capital expenditures and
possible acquisitions of complementary businesses or products. The Company
currently has no commitments to make any such acquisitions. See "The Company --
Recent Developments". Specific allocations of the proceeds to such purposes may
not have been made at the date of the applicable Prospectus Supplement, although
management of the Company will have determined that funds should be borrowed at
that time in anticipation of future funding requirements. The precise amount and
timing of the application of such proceeds will depend upon the funding
requirements of the Company and the availability and cost of other funds.
Pending such application, such net proceeds may be temporarily invested in
short-term, interest-bearing securities.
RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------------
1990 1991 1992 1993 1994
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges..................... 23.2 15.1 12.2 10.9 10.9
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1995
-----------------------
<S> <C>
Ratio of Earnings to Fixed Charges..................... 9.0
</TABLE>
5
<PAGE>
For the purpose of computing the ratios of earnings to fixed charges,
earnings consist of income from continuing operations before income taxes, plus
fixed charges, plus a proportional share of earnings of 50 percent owned
companies, less equity in undistributed earnings of companies owned less than 50
percent. Fixed charges consist of interest on all indebtedness, amortization of
debt discount and expense and that portion of rental expense deemed to be
representative of interest.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture (the "Indenture")
between the Company and Norwest Bank Minnesota, National Association, as Trustee
(the "Trustee"). A copy of the form of Indenture has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part. The following
brief summary of certain provisions of the Indenture does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all of the provisions of the Indenture, and is further qualified by any
description contained in the applicable Prospectus Supplement or Prospectus
Supplements. Certain terms capitalized and not otherwise defined herein are
defined in the Indenture. Wherever particular sections or defined terms of the
Indenture are referred to, such sections or defined terms are incorporated
herein by reference.
The Debt Securities may be issued from time to time in one or more series.
The terms of each series of Debt Securities will be established by or pursuant
to a resolution of the Board of Directors of the Company and set forth or
determined in the manner provided in an Officers' Certificate or by a
supplemental indenture. The particular terms of the Debt Securities offered
pursuant to any Prospectus Supplement or Prospectus Supplements will be
described in such Prospectus Supplement or Prospectus Supplements. As used under
this caption, the term "Company" means Deluxe Corporation.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder nor the amount of other debt which may
be issued by the Company. The Debt Securities will be unsecured obligations of
the Company and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company
Unless otherwise indicated in the applicable Prospectus Supplement or
Prospectus Supplements, the Debt Securities of any series will be issued only in
fully registered form in denominations of $1,000 or any amount in excess thereof
which is an integral multiple of $1,000. (Section 302) Debt Securities may be
issuable in the form of one or more Global Securities, as described below under
"-- Global Securities." The Debt Securities (other than those issued in the form
of a Global Security) are exchangeable or transferable without charge therefor,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith and require the
holders to furnish appropriate endorsements and transfer documents. (Section
305)
Debt Securities may be issued as Original Issue Discount Debt Securities to
be sold at a substantial discount below their principal amount. Special federal
income tax and other considerations applicable thereto and special federal tax
and other considerations applicable to any Debt Securities which are denominated
in a currency or currency unit other than United States dollars will be
described in the Prospectus Supplement or Prospectus Supplements relating
thereto.
Unless otherwise indicated in the applicable Prospectus Supplement or
Prospectus Supplements, principal of and any premium and interest on the Debt
Securities will be payable, and the transfer of the Debt Securities will be
registrable, at the principal corporate trust office of the Trustee. In
addition, unless otherwise provided in the applicable Prospectus Supplement or
Prospectus Supplements and in the case of Global Securities, payment of interest
may be made at the option of the Company by check mailed to the address of the
person entitled thereto as it appears on the Security Register. (Sections 301,
305, 1001 and 1002)
The applicable Prospectus Supplement or Prospectus Supplements will describe
the terms of the Debt Securities offered thereby, including the following: (1)
the title of the offered Debt Securities; (2) any
6
<PAGE>
limit on the aggregate principal amount of the offered Debt Securities; (3) the
Person to whom any interest on the offered Debt Securities will be payable, if
other than the Person in whose name it is registered on the regular record date
for such interest; (4) the date or dates on which the offered Debt Securities
will mature and any rights of extension; (5) the rate or rates at which the
offered Debt Securities will bear interest, if any, or the formula pursuant to
which such rate or rates shall be determined, the date from which any such
interest will accrue and the dates on which any such interest on the offered
Debt Securities will be payable and the regular record dates therefor; (6) the
place or places where the principal of and any premium and interest on the
offered Debt Securities will be payable; (7) the period or periods within which,
the price or prices at which and the terms and conditions upon which the offered
Debt Securities may be redeemed, if applicable, at the option of the Company;
(8) the obligation, if any, of the Company to redeem or purchase Securities of
the series pursuant to any sinking fund or analogous provisions or at the option
of a Holder thereof and the period or periods within which, the price or prices
at which and the terms and conditions upon which Securities of the series shall
be redeemed or purchased, in whole or in part, pursuant to such obligation; (9)
the denominations in which any offered Debt Securities will be issuable, if
other than denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000; (10) the currency, currencies or currency units for
the payment of principal of and any premium and interest payable on the offered
Debt Securities, if other than United States dollars; (11) any other event or
events of default applicable with respect to the offered Debt Securities in
addition to or in lieu of those described below under "-- Events of Default";
(12) any other restrictive covenants applicable with respect to the offered Debt
Securities in addition to or in lieu of those described below under "--
Restrictive Covenants"; (13) if less than the principal amount thereof, the
portion of the principal payable upon acceleration of such Debt Securities
following an Event of Default; (14) any index used to determine the amount of
payment of principal of and any premium and interest on the offered Debt
Securities; (15) whether such Debt Securities are to be issued in whole or in
part in the form of one or more Global Securities and, if so, the identity of
the Depositary for such Global Security or Securities and the circumstances
under which any such Global Security may be exchanged for Securities registered
in the name of, and any transfer of such Global Security may be registered to, a
Person other than such Depositary or its nominee; (16) if principal of or
interest on the offered Debt Securities is denominated or payable in a currency
or currencies other than United States dollars, whether and under what terms and
conditions the Company may defease the offered Debt Securities; and (17) any
other terms of the offered Debt Securities not inconsistent with the provisions
of the Indenture. (Section 301)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a Depositary identified in the applicable Prospectus Supplement or
Prospectus Supplements. A Global Security will be issued in a denomination equal
to the aggregate principal amount of outstanding Debt Securities of the series
represented by such Global Security. The specific terms of the depositary
arrangement with respect to a series of Debt Securities will be described in the
applicable Prospectus Supplement or Prospectus Supplements.
RESTRICTIVE COVENANTS
LIMITATIONS ON SECURED DEBT. The Indenture provides that the Company will
not itself, and will not permit any Restricted Subsidiary (defined below) to,
incur, issue, assume or guarantee any notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed (herein called "debt"), secured by
pledge of, or mortgage or other lien on, any Principal Property (defined below),
now owned or hereafter owned by the Company or any Restricted Subsidiary, or any
shares of stock or debt of any Restricted Subsidiary held by or owed to the
Company (herein called "liens"), without effectively providing that the Debt
Securities of each series then Outstanding (together with, if the Company shall
so determine, any other debt of the Company or such Restricted Subsidiary then
existing or thereafter created which is not subordinate to the Debt Securities
of each series then Outstanding) shall be secured equally and ratably with such
secured debt. The foregoing restrictions do not apply, however, to (a) liens
existing on the date of the Indenture; (b) liens on any Principal Property
acquired, constructed or
7
<PAGE>
improved by the Company or any Restricted Subsidiary after the date of the
Indenture which are created or assumed contemporaneously with, or within 120
days of, such acquisition, construction or improvement, to secure or provide for
the payment of all or any part of the cost of such acquisition, construction or
improvement; (c) liens on property, shares of capital stock or debt existing at
the time of acquisition thereof, whether by merger, consolidation, purchase,
lease or otherwise (including liens on property, shares of capital stock or debt
of a corporation existing at the time such corporation becomes a Restricted
Subsidiary); (d) liens in favor of the Company or any Restricted Subsidiary; (e)
liens in favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision thereof, or
political entity affiliated therewith, or in favor of any other country, or any
political subdivision thereof, to secure partial, progress, advance or other
payments; (f) certain liens imposed by law, such as mechanics', workmen's,
repairmen's, materialmen's, carriers', warehousemen's, vendors' or other similar
liens arising in the ordinary course of business; (g) certain pledges or
deposits under workmen's compensation or similar legislation or in certain other
circumstances; (h) certain liens in connection with legal proceedings, including
certain liens arising out of judgments or awards; (i) liens for certain taxes or
assessments; (j) certain liens consisting of restrictions on the use of real
property which, other than liens resulting from action of any governmental
authority, do not interfere materially with the property's use; or (k) any
extension, renewal or replacement, as a whole or in part, of any lien referred
to in the foregoing clauses (a) to (j), inclusive. (Section 1007)
Notwithstanding the restrictions described above, the Company or any
Restricted Subsidiary may incur, issue, assume or guarantee debt secured by
liens without equally and ratably securing the Debt Securities of each series
then Outstanding, provided, that at the time of such incurrence, issuance,
assumption or guarantee, after giving effect thereto and to the retirement of
any debt which is concurrently being retired, the aggregate amount of all
outstanding debt secured by liens so incurred (other than liens permitted as
described in clauses (a) through (k) above), together with the aggregate amount
of all Attributable Debt (defined below) incurred pursuant to the second
paragraph under the caption "-- Limitations on Sale and Leaseback Transactions"
below, does not at such time exceed 15% of total shareholders' equity of the
Company as shown on its most recent consolidated balance sheet and computed in
accordance with generally accepted accounting principles. (Section 1007)
LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS. Sale and leaseback
transactions by the Company or any Restricted Subsidiary involving a Principal
Property are prohibited unless either (a) the Company or such Restricted
Subsidiary would be entitled, without equally and ratably securing the Debt
Securities of each series then Outstanding, to incur debt secured by a lien on
such property, pursuant to the provisions described in clauses (a) through (k)
above under "Limitations on Secured Debt,"; or (b) the Company, within 120 days,
applies to the retirement of its Funded Debt (defined below) (subject to credits
for certain voluntary retirements of Funded Debt) an amount not less than the
greater of (i) the net proceeds of the sale of the Principal Property leased
pursuant to such arrangement or (ii) the fair market value of the Principal
Property so leased. This restriction will not apply to a sale and leaseback
transaction between the Company and any Subsidiary or between a Restricted
Subsidiary and any Subsidiary or involving the taking back of a lease for a
period of less than three years.
Notwithstanding the restrictions described above, the Company or any
Restricted Subsidiary may enter into a Sale and Leaseback Transaction, provided,
that at the time of such transaction, after giving effect thereto, the aggregate
amount of all Attributable Debt (defined below) in respect of sale and leaseback
transactions existing at such time (other than sale and leaseback transactions
permitted as described above), together with the aggregate amount of all
outstanding debt incurred pursuant to the second paragraph under the caption "--
Limitations on Secured Debt" above, does not at such time exceed 15% of total
shareholders' equity of the Company as shown on its most recent consolidated
balance sheet and computed in accordance with generally accepted accounting
principles. (Section 1008)
CERTAIN DEFINITIONS. The term "Attributable Debt" means the total net
amount of rent (discounted at the rate of interest implicit in the terms of the
lease) required to be paid during the remaining term of any lease. (Section 101)
8
<PAGE>
The term "Funded Debt" means debt which by its terms matures at or is
extendible or renewable at the option of the obligor to a date more than 12
months after the date of the creation of such debt. (Section 101)
The term "Principal Property" means any manufacturing plant (consisting of
real estate, buildings and fixtures) located within the United States of America
(other than its territories or possessions) and owned by the Company or any
Subsidiary, the gross book value (without deduction of any depreciation
reserves) of which on the date as of which the determination is being made
exceeds 1% of total shareholders' equity of the Company (as shown on its most
recent consolidated balance sheet and computed in accordance with generally
accepted accounting principles), except any such plant (i) to the extent
financed by obligations issued by a State or local governmental unit pursuant to
Section 142(a)(5), 142(a)(6), 142(a)(8) or 144(a) of the Internal Revenue Code
of 1986, as amended, or any successor provision thereof, or (ii) which is not of
material importance to the business conducted by the Company and its
Subsidiaries, taken as a whole. (Section 101) The Company and its subsidiaries
currently own eleven manufacturing plants that qualify as "Principal Properties"
as defined in the Indenture, which plants have an aggregate gross book value of
approximately $145 million.
The term "Restricted Subsidiary" means any subsidiary of the Company which
owns or leases a Principal Property. (Section 101)
Other than as described above and except as may be otherwise specified in
the applicable Prospectus Supplement, the Indenture does not contain covenants
specifically designed to protect Holders in the event of a highly leveraged
transaction involving the Company.
EVENTS OF DEFAULT
The following events are defined in the Indenture as "Events of Default"
with respect to the Debt Securities of any series issued pursuant to such
Indenture, unless otherwise provided with respect to such series: (1) failure to
pay any interest on any Debt Security of that series when due and payable,
continued for 30 days; (2) failure to pay principal of or any premium on any
Debt Security of that series when due and payable; (3) failure to deposit any
sinking fund payment, when and as due, in respect of any Debt Security of that
series; (4) failure to perform any other covenant of the Company in the
Indenture (other than a covenant included in the Indenture solely for the
benefit of a series of Debt Securities other than that series), continued for 60
days after written notice as provided in the Indenture; (5) certain events in
bankruptcy, insolvency or reorganization involving the Company; and (6) any
other Event of Default provided with respect to Debt Securities of that series.
(Section 501)
If an Event of Default with respect to any series of Debt Securities
Outstanding under the Indenture occurs and is continuing, then either the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities of that series by notice as provided in the
Indenture may declare the principal amount (or, if any of the Debt Securities of
that series are Original Issue Discount Debt Securities, such lesser portion of
the principal amount of such Debt Securities as may be specified in the terms
thereof) of all of the Debt Securities of that series to be due and payable
immediately. At any time after a declaration of acceleration with respect to
Debt Securities of any series has been made, but before a judgment or decree for
payment of money has been obtained by the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration. (Section
502)
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Sections 601, 603) Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Debt Securities of that series.
(Section 512)
9
<PAGE>
The Company is required to furnish to each Trustee annually a statement as
to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 704)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such modification or amendment; PROVIDED, HOWEVER, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Debt Security affected thereby, change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Debt
Security, reduce the principal amount of, or premium or interest on, any Debt
Security, reduce the amount of principal of an Original Issue Discount Debt
Security due and payable upon acceleration of the Maturity thereof, change the
place of payment where or coin or currency in which the principal of, or any
premium or interest on, any Debt Security is payable, impair the right to
institute suit for the enforcement of any payment on or with respect to any Debt
Security, reduce the percentage in principal amount of Outstanding Debt
Securities of any series, the consent of the Holders of which is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults, or modify
any of the above provisions or the provisions of the next paragraph below.
(Section 902)
The Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of each series may, on behalf of the Holders of all
Debt Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Indenture.
(Section 1010) The Holders of not less than a majority in aggregate principal
amount of the Outstanding Debt Securities of each series may, on behalf of the
Holders of all Debt Securities of that series, waive any past default under the
Indenture with respect to Debt Securities of that series, except a default (1)
in the payment of principal of, or any premium or interest on, any Debt Security
of such series, or (2) in respect of a covenant or provision of the Indenture
which cannot be modified or amended without the consent of the Holder of each
Outstanding Debt Security of such series affected. (Section 513)
The Indenture provides that, in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver thereunder
or whether a quorum is present at a meeting of Holders of Debt Securities, (1)
the principal amount of an Original Issue Discount Debt Security that will be
deemed to be Outstanding will be the amount of the principal thereof that would
be due and payable as of the date of such determination upon acceleration of the
Maturity thereof to such date, and (2) the principal amount of a Debt Security
denominated in a foreign currency or currency unit that will be deemed to be
Outstanding will be the United States dollar equivalent, determined as of the
date of original issuance of such Debt Security, of the principal amount of such
Debt Security (or, in the case of an Original Issue Discount Debt Security, the
United States dollar equivalent, determined as of the date of original issuance
of such Debt Security, of the amount determined as provided in (1) above).
(Section 101)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of the Holders of any of the Outstanding
Debt Securities under the Indenture, may consolidate or merge with or into, or
convey, transfer or lease its properties and assets substantially as an entirety
to, any Person which is a corporation, partnership or trust organized and
validly existing under the laws of any domestic jurisdiction, provided that (1)
any successor Person assumes by supplemental indenture the Company's obligations
on the Debt Securities and under the Indenture; (2) immediately after giving
effect to such transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result of such transaction as
having been incurred by the Company or such Subsidiary at the time of such
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have happened and be
continuing; and (3) the Company has delivered to the Trustee an Officers'
Certificate
10
<PAGE>
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and supplemental indenture comply with the
Indenture and that all conditions precedent therein provided for relating to
such transaction have been complied with. (Section 801)
DEFEASANCE PROVISIONS
DEFEASANCE AND DISCHARGE. The Indenture provides that, if principal of and
any premium and interest on the Debt Securities are denominated and payable in
United States dollars, the Company will be discharged from any and all
obligations in respect of the Debt Securities (except for certain obligations to
register the transfer or exchange of Debt Securities, to replace stolen, lost or
mutilated Debt Securities, to maintain paying agencies and to hold moneys for
payment in trust) upon the deposit with the Trustee, in trust, of money, U.S.
Government Obligations (as defined) or a combination thereof, which through the
payment of interest and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay any installment of principal of
(and premium, if any) and interest on and any mandatory sinking fund payments in
respect of the Debt Securities on the Stated Maturity of such payments in
accordance with the terms of the Indenture and such Debt Securities. Such
discharge may only occur if there has been a change in applicable Federal law or
the Company has received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that such a discharge will not
be deemed, or result in, a taxable event with respect to holders of the Debt
Securities; and such discharge will not be applicable to any Debt Securities
then listed on the New York Stock Exchange if the provision would cause said
Debt Securities to be de-listed as a result thereof. (Section 403) The term
"U.S. Government Obligations" is defined to mean direct obligations of the
United States of America, backed by its full faith and credit. (Section 101)
DEFEASANCE OF CERTAIN COVENANTS. The Company may omit to comply with
certain restrictive covenants described in Sections 1005 (Maintenance of
Properties), 1006 (Payment of Taxes and Other Claims), 1007 (Restriction on
Secured Debt) and 1008 (Restriction on Sale and Leaseback Transactions) of the
Indenture. To exercise such option, the Company must deposit with the Trustee
money, U.S. Government Obligations or a combination thereof, which through the
payment of interest and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay any installment of principal of
(and premium, if any) and interest on and any mandatory sinking fund payments in
respect of the Debt Securities on the Stated Maturity of such payments in
accordance with the terms of the Indenture and such Debt Securities. The Company
will also be required to deliver to the Trustee an opinion of counsel to the
effect that the deposit and related covenant defeasance will not cause the
holders of the Debt Securities to recognize income, gain or loss for Federal
income tax purposes. (Section 1009)
DEFEASANCE AND EVENTS OF DEFAULT. In the event the Company exercises its
option to omit compliance with certain covenants of the Indenture and the Debt
Securities are declared due and payable because of the occurrence of any Event
of Default, the amount of money and U.S. Government Obligations on deposit with
the Trustee will be sufficient to pay amounts due on the Debt Securities at the
time of their Stated Maturity but may not be sufficient to pay amounts due on
the Debt Securities at the time of the acceleration resulting from such Event of
Default. However, the Company shall remain liable for such payments.
REGARDING THE TRUSTEE
The Trustee participates in an uncommitted line of credit and a term loan
agreement with the Company, provides other banking and advisory services for the
Company in the ordinary course of business and is a customer of the Company and
purchases products and services from the Company in the ordinary course of
business.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York.
11
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby in any of four
ways: (i) directly to purchasers, (ii) through agents, (iii) through
underwriters and (iv) through dealers. The applicable Prospectus Supplement or
Prospectus Supplements will set forth the terms of the offering of the Debt
Securities, including the name or names of any agents, underwriters or dealers,
the purchase price of the Debt Securities and the proceeds to be received by the
Company from such sale, any underwriting discounts and other items constituting
underwriters' compensation and any discounts and commissions allowed or
reallowed or paid to dealers or agents. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers or agents
may be changed from time to time.
In connection with the sale of Debt Securities, underwriters or agents may
be deemed to have received compensation from the Company in the form of
underwriting discounts or commissions. Underwriters may sell Debt Securities to
or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters. Underwriters,
dealers and agents participating in the distribution of Debt Securities may be
deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Debt Securities may be deemed
to be underwriting discounts and commissions, under the Securities Act of 1933,
as amended. Such underwriters, dealers and agents may be entitled under
agreements which may be entered into by the Company to indemnification by the
Company against and contribution toward certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
The Debt Securities may be distributed in one or more transactions from time
to time at a fixed price or prices, which may be changed, or from time to time
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
If so indicated in the applicable Prospectus Supplement or Prospectus
Supplements, the Company will authorize dealers or other persons acting as the
Company's agent to solicit offers by certain institutions to purchase Debt
Securities from the Company at the public offering price set forth in the
applicable Prospectus Supplement or Prospectus Supplements pursuant to delayed
delivery contracts ("Contracts") providing for payment and delivery on the date
or dates stated in the applicable Prospectus Supplement or Prospectus
Supplements. There may be limitations on the minimum amount which may be
purchased pursuant to a Contract or on the aggregate amount of Securities which
may be sold pursuant to Contracts. Any such limitations will be set forth in the
applicable Prospectus Supplement or Prospectus Supplements. Institutions with
whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions, but will in all cases be
subject to the approval of the Company. The obligations of any purchaser under
any Contract will not be subject to any conditions except (1) the purchase by an
institution of the Debt Securities covered by its Contract shall not at the time
of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject and (2) if Debt Securities are being
sold to underwriters, the Company shall have sold to such underwriters the total
principal amount of such Debt Securities less the principal amount thereof
covered by Contracts.
The Debt Securities will be a new issue of securities with no established
trading market. Any underwriters or agents to or through whom Debt Securities
are sold by the Company for public offering and sale may make a market in such
Debt Securities, but such underwriters and agents will not be obligated to do so
and may discontinue any market-making at any time without notice. No assurance
can be given as to the liquidity of the trading market for any Debt Securities.
Certain of the underwriters, dealers and/or agents and their associates may
be customers of, engage in transactions with and perform services for the
Company, including its subsidiaries, in the ordinary course of business.
Goldman, Sachs & Co. ("Goldman Sachs") has acted as financial advisor to the
Company from time to time and Goldman Sachs Money Markets, L.P. ("Goldman Sachs
Money
12
<PAGE>
Markets"), an affiliate of Goldman Sachs, is currently a dealer in connection
with the Company's $150 million commercial paper program. Goldman Sachs has
received, and Goldman Sachs Money Markets will receive, customary fees for
services in such capacities.
EXPERTS
The financial statements incorporated in this Prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended December 31, 1994
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities will be passed upon for the Company by
John H. LeFevre, Esq., Senior Vice President, General Counsel and Secretary of
the Company, and Dorsey & Whitney P.L.L.P., Minneapolis, Minnesota, and, unless
otherwise indicated in the applicable Prospectus Supplement or Prospectus
Supplements, for any underwriters or agents by Sullivan & Cromwell, New York,
New York.
13
<PAGE>
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-------------------------------------------
-------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE APPLICABLE PROSPECTUS SUPPLEMENT OR PROSPECTUS SUPPLEMENTS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS AND THE APPLICABLE PROSPECTUS SUPPLEMENT OR
PROSPECTUS SUPPLEMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. THE
DELIVERY OF THIS PROSPECTUS OR THE APPLICABLE PROSPECTUS SUPPLEMENT OR
PROSPECTUS SUPPLEMENTS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
The Company.................................... 3
Use of Proceeds................................ 5
Ratios of Earnings to Fixed Charges............ 5
Description of Debt Securities................. 6
Plan of Distribution........................... 12
Experts........................................ 13
Validity of Debt Securities.................... 13
</TABLE>
$300,000,000
DELUXE CORPORATION
DEBT SECURITIES
------------------
PROSPECTUS
------------------
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO.
INCORPORATED
SEPTEMBER , 1995
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee............................................ $ 103,449
Accountants' fees and expenses.................................. 15,000
Attorneys' fees and expenses.................................... 125,000
Printing and engraving expenses................................. 10,500
Trustee's fees and expenses..................................... 7,500
Blue Sky fees and expenses...................................... 7,500
Rating agencies' fees........................................... 100,000
Miscellaneous expenses.......................................... 10,000
----------
Total......................................................... 378,949*
----------
----------
<FN>
------------------------
* All fees and expenses, other than the SEC registration fee, are estimated.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer or employee of the corporation
made or threatened to be made a party to a proceeding, by reason of the former
or present official capacity (as defined) of the person, against judgments,
penalties, fines, settlements and reasonable expenses (including attorneys' fees
and disbursements) incurred by the person in connection with the proceeding if
certain statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.
The Amended By-laws of the Company provide that the officers and directors
of the Company and certain others shall be indemnified to the extent permitted
by Minnesota law.
The Company maintains a standard policy of officers' and directors'
liability insurance.
In the Distribution Agreement, a form of which is filed as Exhibit 1.1
hereto, the Agents will agree to indemnify, under certain conditions, the
Company, its directors, its officers and persons who control the Company within
the meaning of the Securities Act of 1933, as amended (the "Act"), against
certain liabilities.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
*1.1 Proposed form of Distribution Agreement
*4.1 Proposed form of Indenture between the Company and Norwest Bank Minnesota, National
Association, as Trustee
*4.2 Proposed form of Debt Securities (included as part of Exhibit 4.1)
*5.1 Opinion and consent of John H. LeFevre, Esq.
*12.1 Statement re Computation of Ratio of Earnings to Fixed Charges
*23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of John H. LeFevre, Esq. (included as part of Exhibit 5.1)
*24.1 Power of Attorney
*25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of
1939, as amended, of Norwest Bank Minnesota, National Association
<FN>
------------------------
* Previously filed.
</TABLE>
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at the time shall be deemed to be the initial bona fide
offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
4. The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Shoreview, State of Minnesota, on September 21,
1995.
DELUXE CORPORATION
By /s/ JOHN A. BLANCHARD III
------------------------------------
John A. Blanchard III
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities indicated on September 21, 1995:
------------------------------ President, Chief Executive Officer and
John A. Blanchard III* Director (principal executive officer)
Senior Vice President and Chief
Financial Officer (principal financial
------------------------------ officer and principal accounting
Charles M. Osborne* officer)
------------------------------ Director
Barbara B. Grogan*
------------------------------ Chairman and Director
Harold V. Haverty*
------------------------------ Director
Allen F. Jacobson*
------------------------------ Director
Whitney MacMillan*
------------------------------ Director
Eugene R. Olson*
II-4
<PAGE>
------------------------------ Director
James J. Renier*
------------------------------ Director
Jerry K. Twogood*
*By /s/ JOHN A. BLANCHARD III
--------------------------------
John A. Blanchard III
PRO SE AND AS ATTORNEY-IN-FACT
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
----------- --------------------------------------------------------------------------------------------------------
<C> <S>
*1.1 Proposed form of Distribution Agreement
*4.1 Proposed form of Indenture between the Company and Norwest Bank Minnesota, National Association, as
Trustee
*4.2 Proposed form of Debt Securities (included as part of Exhibit 4.1)
*5.1 Opinion and consent of John H. LeFevre, Esq.
*12.1 Statement re Computation of Ratio of Earnings to Fixed Charges
*23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of John H. LeFevre, Esq. (included as part of Exhibit 5.1)
*24.1 Power of Attorney
*25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended,
of Norwest Bank Minnesota, National Association
<FN>
------------------------
* Previously filed.
</TABLE>
