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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[ x ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the fiscal year ended December 31, 1994.
Commission file number 1-7945.
DELUXE CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-0216800
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1080 West County Road F, Saint Paul, Minnesota 55126-8201
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number: (612) 483-7111.
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $1.00 per share New York Stock Exchange
(Title of Class) (Name of each exchange
on which registered)
Securities registered pursuant to Section 12(g) of the act: None.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. x Yes No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ x ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant is $2,255,102,157 based on the average bid and asked prices of the
stock on the New York Stock Exchange on March 13, 1995. The number of
outstanding shares of the registrant's common stock as of March 13, 1995, is
82,568,415.
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Documents Incorporated by Reference:
1. Portions of the registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1994 (Annual Report) are incorporated by reference
in Parts I, II and IV.
2. Portions of the registrant's proxy statement dated March 27, 1995 (Proxy
Statement) are incorporated by reference in Part III.
DELUXE CORPORATION
PART I
Item 1. Description of Business
General
Deluxe Corporation was incorporated under the laws of the State of
Minnesota in 1920 as the successor to a business founded in 1915. Unless the
context otherwise requires, the term "Company," as used herein, refers to Deluxe
Corporation or one or more of its wholly owned subsidiaries.
The Company has four business divisions, which are composed of the
following corporate entities:
(1) Payment Systems, which consists of Deluxe Corporation's check and
financial form printing and plastic transaction card production units; Deluxe
Data Systems, Inc., (including Deluxe Data International Limited), a supplier of
software and processing services for automated teller machines, point-of-sale
systems, automated clearing houses and government benefit transfers; Chex
Systems, Inc., a checking account verification business providing services to
financial institutions; Electronic Transaction Corporation, a database
management business providing check authorization information to retailers;
National Revenue Corporation, a provider of collection and other accounts
receivable services to retail, financial and medical credit grantors; and
Financial Alliance Processing Services, Inc., a processor of electronic credit
and debit transactions;
(2) Business Systems, which consists of Deluxe Corporation's general
business and health care forms printing unit; Deluxe UK Limited and Deluxe
Canada, Inc.; PaperDirect, Inc., a direct mail marketer of specialty and
decorated papers for use by desktop publishers; 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;
(3) Consumer Specialty Products, which consists of Current, Inc., a direct
mail marketer of greeting cards, stationery, bank checks and related specialty
products for consumer and household use; and
(4) Ink, which consists of Deluxe Corporation's ink division, which is
engaged in the manufacture and sale of water-washable lithographic ink and
solvent free press wash.
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Except for a small but growing volume of business form and decorated paper
sales in the United Kingdom and Canada and licenses of electronic funds transfer
software in selected countries in Europe and Asia, most of the Company's
products and services are sold in the United States.
Business Segments
Reference is made to the information contained in Note 11, Business Segment
Information, in the Notes to Consolidated Financial Statements on page 38 in the
Company's Annual Report.
The material aspects of the operations of each of the Company's business
divisions are described below:
Payment Systems
The Company's largest division, Payment Systems is composed of the paper-
based payments unit and the electronic payments unit. The paper-based payments
unit prints and sells to financial institutions and depositors a variety of
checks and related banking forms. It directs its efforts to the production and
marketing of checks and deposit tickets for personal and business accounts.
Several check styles are offered; some are designed for desk or office use and
others are designed to be carried in a pocket or purse.
Substantially all of the Company's checks and related banking forms are
imprinted with magnetic ink to conform with the specifications of the magnetic
ink character recognition (MICR) program currently utilized by the U.S. banking
system.
For several years the banking industry and others have been seeking ways to
improve the payment system, and a variety of alternatives to the bank check have
been introduced, including charge cards, credit cards, debit cards, telephone
bill payment, etc., and in addition, a number of printers have begun to market
checks through channels other than financial institutions. Although such
alternative means of settling financial transactions and alternative marketing
channels may reduce the demand for checks and checks obtained through financial
institutions, the Company is unable to predict the effect of these alternative
means of payment and channels of distribution on its future operations.
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.
Skeleton check forms are lithographed in three of the Company's regional
warehouse and distribution centers, principally on high-speed roll-fed presses.
From these centers, the forms are distributed to the Company's 46 check
production plants, where names, addresses, financial institution name and other
information are printed on the documents. The Company's facilities are located
in major metropolitan areas throughout the United States.
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The Company has no material backlog of orders. Approximately 96 percent of
all financial institution check orders received by the Company in 1994 were
completed and shipped no later than the first working day after receipt of the
order. 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 the year was 1,925.
The Company's principal raw materials are safety paper and special MICR
bond papers. The Company purchases substantially all of its safety paper from
Simpson Paper Company, which finishes and warehouses the paper in its plants in
Warwick, New York, and Burlington, Iowa. Most of the Company's special MICR bond
papers are obtained from Georgia Pacific Corporation, primarily from its
facility in Port Edwards, Wisconsin. The Company has no long-term contract with
any of its suppliers and has never experienced a shortage of either safety paper
or MICR bond papers. In order to assure adequate sources of supply, the Company
is continually experimenting with the use of special MICR bond papers from other
suppliers. Other raw materials used by the Company are of standard composition
and are purchased from a number of sources at competitive prices.
The Company's primary competitors in the sale of bank checks and related
banking forms to financial institutions are two other large national printers
who specialize in check printing. However, any printer which complies with the
American Bankers Association's specifications for MICR printing is a potential
competitor. The Company is the largest firm engaged in check printing.
The electronic payments unit is a major supplier of electronic funds
transfer software and processing services, particularly software and services
for automated teller machines, processing of ATM interchange transactions within
and between regional shared networks, and electronic benefit transactions. The
Company provides ATM transaction processing technology and services to six of
the 10 largest ATM networks in the United States. The Company provides
electronic benefit transaction services for the automated payment of aid to
dependent children and food stamp benefits in Maryland and New Jersey.
Competition for the Company's electronic funds transfer software and
processing services comes from several large financial institutions and
communications companies.
Division Acquisitions in 1994
The Company expanded the business of the electronic payments unit in 1994
with the following acquisitions:
On April 15, 1994, the Company acquired N.R.C. Holding Corporation and its
principal subsidiary, National Revenue Corporation (NRC), a collection services
company headquartered in Columbus, Ohio. Founded in 1973, NRC provides accounts
receivable management and collection services for approximately 25,000 retail,
commercial, medical, and financial credit grantors located throughout the United
States. NRC has sales offices in 30 major metropolitan areas, a national
operations center in Columbus, and regional operations centers in Atlanta,
Philadelphia, and Anaheim, California. NRC's revenues were approximately $28
million in 1994. With its proprietary technology, the Company believes
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NRC is well positioned to take advantage of future consolidation in the accounts
receivable management and collections markets.
On July 14, 1994, the Company acquired The Software Partnership Limited of
Runcorn, England. The Software Partnership Limited is a major provider of open
systems software architecture for large financial institutions. The Software
Partnership's sp/ARCHITECT is an electronic delivery framework which assists
third-party software developers and in-house data processing departments with
applications development. sp/ARCHITECT accommodates a wide variety of access
devices, including smart phones, smart cards, PCs, and UNIX workstations. The
Software Partnership had revenues of L6 million in 1994. Combined with certain
Deluxe Data Systems, Inc., units, The Software Partnership has been renamed
Deluxe Data International Limited. sp/ARCHITECT is well designed to serve large
financial institutions, and the addition of open systems architecture to its
software products enhances the Company's position in electronic banking.
In accordance with a purchase agreement entered into before year end, on
January 10, 1995, the Company acquired Financial Alliance Processing Services,
Inc., of Louisville, Kentucky. Financial Alliance provides a variety of credit
and debit processing services to 150 financial institutions, 40,000 retailers,
and more than 30 independent sales organizations. Founded in 1991, Financial
Alliance is one of the fastest-growing merchant credit card processors in the
United States and had net revenues of approximately $21 million in 1994.
Financial Alliance's services are marketed through financial institutions,
independent sales organizations, and its own representatives, offering fully
integrated card payment processing services that enable retailers to accept all
nationally recognized credit cards.
Business Systems
The second largest of the Company's divisions, Business Systems directs its
efforts to the production and marketing of short-run computer and business forms
and record-keeping systems for small businesses and professional practices. In
addition, it is a direct mail marketer of decorated and other specialty papers
to users of laser printers and office copiers. Other products and services
marketed by the division include tax forms, tax forms software, one-write
accounting systems, and electronic tax filing services.
The division has no material backlog of orders and does not carry
significant inventory. Approximately 94 percent of all personalized standard
forms orders were completed and shipped no later than the third working day
after receipt, and all custom forms were completed and shipped no later than the
fifth day after receipt. Orders for specialty papers were typically filled no
later than the first day after receipt.
Business Systems' products are sold primarily through direct mail and check
package advertisements. Business Systems' computer and business forms are
produced or inventoried in nine of the Company's plants, and its specialty
papers are inventoried and shipped from a PaperDirect facility in Secaucus, New
Jersey. Business Systems' principal competition consists of a large number of
national and local business forms and office products suppliers.
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Division Acquisitions in 1994
On June 28, 1994, the Company acquired T/Maker Company of Mountain View,
California. T/Maker Company produces image content and multimedia software for
consumer and business markets. According to software industry analysts,
T/Maker's ClickArt [REGISTERED TRADEMARK] image content software is the nation's
leading supplier of electronic clip art. Image content is one of the fastest-
growing categories of computer software, due to the growing popularity of
graphical computer systems. T/Maker is also the producer of the VroomBooks-TM-
series of children's multimedia software. T/Maker's revenues were approximately
$12 million in 1994.
In July 1994, through PaperDirect, the Company entered into a joint venture
to market decorated and other specialty papers in Australia and New Zealand.
Based in Sydney, Australia, the joint venture operates under the name
PaperDirect Pacific.
On August 15, 1994, the Company acquired Pacific Medsoft, a small software
development company located in Tahoe City, California, providing software to
medical professionals. Pacific Medsoft's Physician Office Management
Information System is designed for sole and small group physician practices.
Consumer Specialty Products
This division produces and markets greeting cards, gift wrap, bank checks,
and miscellaneous stationery products. In addition, it markets a variety of
novelty items for household use, many of which have been created by the division
and are sold under its proprietary trademarks. All such products are sold to
consumers by means of catalogs and other direct mail advertisements. Many of the
division's promotions are based on holidays, and due to the significance of the
year-end holiday season, approximately 35 percent of the division's sales occur
in the fourth quarter.
Consumer Specialty Products are produced in two of the Company's plants.
The division's competitors are primarily the national greeting card and
stationery printers that market their products through owned and franchised card
and gift shops, and the printers that solicit orders for bank checks by direct
mail.
Ink
In June 1994, the Company formed the Ink Division to produce and market its
water-washable lithographic ink and solvent-free press wash system. The
Company's innovative ink meets or exceeds the performance standards of
conventional lithographic inks, requires no press modifications and is based
entirely on renewable vegetable oils. The ink system eliminates the need for
organic- or petroleum-based cleaning solvents which are a major source of
pollution. On November 21, 1994, the Company entered into an agreement with
Coates Lorilleux S.A. under which it licensed Coates to manufacture and
distribute the ink and solvent-free press wash system in Europe and in certain
other markets.
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Employees
Including its subsidiaries, the Company has approximately 18,000 full- and
part-time employees. It has a number of employee benefit plans, including
retirement, medical and hospitalization plans. The Company has never experienced
a work stoppage or strike and considers its employee relations to be good.
Executive Officers of the Company
The executive officers of the Company are elected by the board of directors
each year. The term of office of each executive officer will expire at the
annual meeting of the board after the annual shareholders' meeting on May 8,
1995. The principal occupation of each of the executive officers listed below is
with the Company.
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Officer
Name Position Age Since
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Harold V. Haverty Chairman, President and Chief 64 1969
Executive Officer
Jerry K. Twogood Executive Vice President 54 1974
Charles M. Osborne Senior Vice President and
Chief Financial Officer 41 1981
Arnold A. Angeloni Senior Vice President 52 1985
Kenneth J. Chupita Senior Vice President 53 1981
Mark T. Gritton Senior Vice President 46
Jay B. Skutt Senior Vice President 51
Vernon W. Yates Senior Vice President 59 1993
John H. LeFevre Senior Vice President, Secretary and 51 1994
General Counsel
Michael R. Schwab Senior Vice President and 49 1994
Chief Information Officer
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Mr. Haverty has been employed by the Company since 1954 and has served as
Chief Executive Officer since 1986.
Mr. Twogood has been employed by the Company since 1959 and has served as
Executive Vice President since 1987 and Chief Operating Officer since 1991.
Mr. Osborne has been employed by the Company since 1981 and has served as
Chief Financial Officer since 1984 and Senior Vice President since 1989.
Mr. Angeloni has been employed by the Company since 1961 and has served as
principal executive officer of the Business Systems Division since 1984 and as
Senior Vice President since 1989.
Mr. Chupita has been employed by the Company with principal responsibility
for corporate development since 1979 and has served as Senior Vice President
since 1989.
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Mr. Gritton has been employed by the Company since 1972. From 1990 to
1993, Mr. Gritton was Vice President with principal responsibility for regional
operations of the Payment Systems Division and since 1993 he has been president
of the paper payment unit of the Payment Systems Division; he has served as a
Senior Vice President of the Company since 1993.
Mr. Skutt has been employed by the Company since 1965. Since 1988, Mr.
Skutt has been a Vice President with prinicipal responsibility for manufacturing
and national production operations and he has served as Senior Vice President
since 1994.
Mr. Yates was employed by Primary Access Corporation from 1989 until
November 1992 in the position of Chairman, President and Chief Executive
Officer. Primary Access Corporation, which is headquartered in San Diego,
California, is a manufacturer of telecommunications access systems. Since March
1993 he has served as president of the Company's electronic payments unit in the
Payment Systems Division and as a Senior Vice President.
Mr. LeFevre was employed by Wang Laboratories, Inc., from 1978 until
February 1994. During the period from 1988 until February 1994, he held a
variety of positions in its legal department including, at various times,
Corporate Counsel, Vice President, General Counsel and Secretary. Wang
Laboratories, Inc., which is headquartered in Lowell, Massachusetts, is engaged
in the manufacture and sale of computer hardware and software and related
services. Since February 1994, Mr. LeFevre has been responsible for the legal
department of the Company and has served as Senior Vice President, General
Counsel and Secretary.
Mr. Schwab was employed by USAir from 1986 until April 1994. From 1989 to
1991, he served as Senior Vice President, Information Systems, and Chief
Information Officer, and from 1991 to April 1994, he served as Executive Vice
President of Operations. USAir, which is headquartered in Arlington, Virginia,
is engaged in commercial air transportation. Since November 1994, Mr. Schwab
has had responsibility for the information systems of the Company and has served
as Senior Vice President and Chief Information Officer.
Item 2. Properties
The Company conducts production operations in 74 facilities located in 30
states, Puerto Rico, Canada and the United Kingdom aggregating approximately
4,813,000 square feet; in addition, the Payment Systems Division occupies three
facilities in Shoreview, Minnesota, aggregating approximately 433,000 square
feet, which are devoted to administration, information systems, research and
development; the Business Systems Division occupies a 156,000 square foot
administration building in Shoreview, Minnesota, and the Consumer Specialty
Products Division occupies a 148,000 square foot administration and product
design building in Colorado Springs, Colorado. All but four of the production
facilities are of one story construction and most were constructed and equipped
in accordance with the Company's plans and specifications.
Over one-half of the Company's total production area has been constructed
during the past 20 years. The Company owns 59 of its facilities and leases the
remainder for terms expiring from 1995 to 2001. Depending upon the
circumstances, when a lease expires, the
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Company either renews the lease or constructs a new facility to replace the
leased facility. All facilities are adequately equipped for the Company's
operations.
Item 3. Legal Proceedings
Other than ordinary routine litigation incidental to the business, there
are no material pending legal proceedings to which the Company or any of its
subsidiaries is a party or to which any of the Company's property is subject.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Reference is made to the information contained under the caption "Financial
Highlights" on page 1, and "Shareholder Information" on page 41 of the Company's
Annual Report.
Item 6. Selected Financial Data
Reference is made to the information contained under the caption "Eleven-
Year Summary" on pages 22 and 23 in the Company's Annual Report.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Reference is made to the information contained under the caption
"Management's Discussion and Analysis" on pages 24 through 26 in the Company's
Annual Report.
Item 8. Financial Statements and Supplementary Data
Reference is made to the financial statements, notes and independent
auditors' report on pages 21 through 39 of the Company's Annual Report and the
information contained under the caption "Summarized Quarterly Financial Data" on
page 39 in the Company's Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
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PART III
Items 10, 11, 12 and 13.
Directors and Executive Officers of the Registrant, Executive Compensation,
Security Ownership of Certain Beneficial Owners and Management, and Certain
Relationships and Related Transactions.
Reference is made to the Company's Proxy Statement.
PART IV
Item 14. Exhibits and Reports on Form 8-K
(a) The following financial statements and independent auditors' consent
are filed as part of this report:
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Page in
Annual Report
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(1) Financial Statements:
Consolidated Balance Sheets at December 31, 1994 and 1993....... 28 - 29
Consolidated Statements of Income for the three years in the
period ended December 31, 1994............................. 30
Consolidated Statements of Cash Flows for the three years in
the period ended December 31, 1994......................... 31
Notes to Consolidated Financial Statements...................... 32 - 38
Independent Auditors' Report.................................... 39
(2) Supplemental Financial Information (Unaudited):
Summarized Quarterly Financial Data............................. 39
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Page in this
Form 10-K
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(3) Independent Auditors' Consent to the incorporation by reference
of its reports in the Company's registration statements 33-53585,
33-57261, 33-32279 and 33-58510................................. F-1
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Schedules other than those listed above are not required or are not
applicable, or the required information is shown in the financial statements or
notes.
(b) The Company did not file a report on Form 8-K during the fourth
quarter of 1994.
(c) The following exhibits are filed as part of or are incorporated in
this report by reference:
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(3) A - Articles of Incorporation, incorporated by reference to the
Company's Form 10-K for the year ended December 31, 1990.
B - Bylaws
(4) A - Rights Agreement, incorporated by reference to the Company's Form
8-K dated February 17, 1988.
B - Indenture, incorporated by reference to the Company's Form S-3
dated November 24, 1989.
(10) A - Deferred Compensation Plan
B - Supplemental Benefits Plan
C - Stock Option Plan, incorporated by reference to the Company's
Form 10-K for the year ended December 31, 1989.
D - Stock Incentive Plan, incorporated by reference to the Company's
Form S-8 filed on May 11, 1994.
E - Performance Share Plan
F - Annual Incentive Plan
(13) 1994 Annual Report to Shareholders
(21) Subsidiaries of the Registrant
(23) Independent Auditors' Consent, incorporated by reference to page
F-1 of the Company's Form 10-K for the year ended December 31,
1994.
(24) Powers of Attorney of officers and directors signing by an
attorney-in-fact.
(27) Financial Data Schedule
(29) Proxy Statement, incorporated by reference to the Company's
definitive proxy statement filed on March 27, 1995.
[Note to recipients of Form 10-K: Copies of exhibits will be furnished upon
written request and payment of the Company's reasonable expenses ($.25 per page)
in furnishing such copies.]
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of St.
Paul, State of Minnesota on March 27, 1995.
DELUXE CORPORATION
By /s/ Harold V. Haverty
------------------------
Harold V. Haverty
Chairman, President and
Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities indicated on
March 27, 1995.
By /s/ Harold V. Haverty
Harold V. Haverty for Himself and
Harold V. Haverty, Director and as Attorney-In-Fact*
Principal Executive Officer
Jerry K. Twogood, Director
Eugene R. Olson, Director
Edward W. Asplin, Director
John Schreiner, Director
Whitney MacMillan, Director
James J. Renier, Director
Barbara B. Grogan, Director
Allen F. Jacobson, Director
Charles M. Osborne, Principal
Financial Officer and
Principal Accounting Officer
*By Power of Attorney set forth in Exhibit 24 to this report.
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INDEPENDENT AUDITORS' CONSENT
Deluxe Corporation:
We consent to the incorporation by reference in this Registration Statement
33-53585 and 33-57261 on Forms S-8 and 33-32279 and 33-58510 on Forms S-3 of our
reports dated February 10, 1995, appearing in or incorporated by reference in
this Annual Report on Form 10-K of Deluxe Corporation for the year ended
December 31, 1994.
/s/ Deloitte & Touche LLP
Deloitte & Touche
Minneapolis, Minnesota
March 27, 1995
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EXHIBIT INDEX
The following exhibits are filed as part of this report:
3b Amended By-laws
10 A Deferred Compensation Plan
10 B Supplemental Benefit Plan
10 E Performance Share Plan
10 F Annual Incentive Plan
13 Documents Incorporated by Reference 1994 Annual Report to Shareholders
21 Subsidiaries
24 Power of Attorney
27 Financial Data Schedule
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EXHIBIT 3B
AMENDED BY-LAWS
OF
DELUXE CORPORATION
ARTICLE I
Offices, Corporate Seal
SECTION 1. The registered office of this corporation shall be l080 West County
Road F, Saint Paul, Ramsey County, Minnesota, and the corporation may have
offices at such other places as the Board of Directors shall, from time to time,
determine, either within or without the State of Minnesota.
SECTION 2. The corporation shall not have a corporate seal.
ARTICLE II
Meetings of Shareholders
SECTION 1. The annual meeting of the shareholders of the corporation entitled
to vote for the election of Directors, shall be held at its registered office in
the City of Saint Paul (or at such other place within or without the State of
Minnesota as may be determined by resolution of the Board of Directors adopted
at a meeting duly called for such purpose, not less than twenty (20) days before
the date of such annual meeting), on a date between May 1 and May 20, with the
actual date to be determined from year to year by the Board of Directors on or
before March 1 of each year, at such time of day as shall be specified in the
notice of the meeting, or if that date shall fall upon a holiday, then on the
next succeeding business day.
SECTION 2. Except as may otherwise be provided by the Board of Directors from
time to time, only shareholders of record at the close of business on a date
twenty (20) days prior to the date of the annual meeting shall be entitled to
vote at such meeting.
SECTION 3. A notice of the annual meeting of the shareholders of the
corporation shall be mailed to each person shown by the books of the corporation
to be a holder of voting shares as of the record date, at his address as shown
by the books of the corporation, setting out the time and place of the annual
meeting, which notice shall be mailed at least fifteen (15) days prior thereto.
SECTION 4. At such annual meeting, the shareholders, voting as provided in the
Articles of Incorporation, shall elect a Board of Directors and shall transact
such other business as shall properly come before them.
SECTION 5. The holders of a majority of shares outstanding, entitled to vote
for the election of directors at such meeting, represented either in person or
by proxy, shall constitute a quorum for the transaction of business. In case a
quorum be not present at the annual meeting, those present may adjourn to such
date as they shall agree upon.
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SECTION 6. Special meetings of the shareholders may be called by the Secretary
at any time upon the request of the Chairman of the Board, or the President, or
a majority of the members of the Board of Directors, or upon the request of
shareholders as provided by law.
SECTION 7. There shall be mailed to each person shown by the books of the
corporation to be a shareholder of record at the time of mailing such notice and
entitled to receive such notice, at his address as shown by the books of the
corporation, a notice setting out the time, place, and object of each special
meeting, which notice shall be mailed at least five (5) days prior thereto.
ARTICLE III
Directors
SECTION 1. The business and property of the corporation shall be managed by its
Board of Directors; the number of directors shall be determined as provided in
the Articles of Incorporation, as amended. The term of each director shall
continue until the next succeeding Annual Meeting of the shareholders of the
corporation, and until his successor is elected and qualified.
SECTION 2. A majority of the Board of Directors shall constitute a quorum for
the transaction of business; provided, that if any vacancies exist by reason of
death, resignation, or otherwise, a majority of the remaining directors shall
constitute a quorum for the filling of such vacancies.
SECTION 3. The directors shall meet annually, immediately after the election of
directors, or as soon thereafter as practical, at the registered office of the
corporation in the City of Saint Paul, Minnesota, or at such other time and
place as may be fixed by the consent of a majority of the directors, whether
within or without the State of Minnesota. Regular meetings of the Board of
Directors shall be held from time to time at such time as may be fixed by
resolution adopted by a majority of the whole Board of Directors. Such regular
meetings shall be held at the registered office of the corporation unless
another place is specified in the notice of the meeting. No notice need be
given of any regular meeting unless it is desired to hold the same at some place
other than the registered office of the corporation, in which event at least
forty-eight (48) hours' notice of such regular meeting, specifying the place at
which the same shall be held, shall be given by the Secretary to each member of
the Board either personally, in writing, by telegram, or by mail. The
compensation of the Board of Directors shall be set by the president, subject to
the power of the Board to change or terminate such compensation.
SECTION 4. Special meetings of the Board of Directors may be called by the
Chairman of the Board, or by the President, or by any three directors. At least
twenty-four (24) hours' notice of such special meeting of the Board of Directors
shall be given by the Secretary to each member of the Board, either personally,
or by telephone, or by telegram, or by mail. At such special meeting actions
taken must be adopted by a majority vote of the whole Board of Directors and if
any directors are absent, a copy of all proceedings of such meeting shall be
mailed to them by the Secretary.
SECTION 5. Directors shall be shareholders of the corporation.
SECTION 6. The Board of Directors may, by unanimous affirmative action of the
entire Board, designate two (2) or more of their number to constitute an
Executive Committee, which, to the
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extent determined by unanimous affirmative action of the entire Board, shall
have and exercise the authority of the Board in the management of the business
of the corporation; provided, however, that the Board shall not delegate to such
committee any power to amend the Bylaws, declare dividends, fill vacancies on
the Board or on the Executive Committee, or elect or remove officers of the
corporation. Any such Executive Committee may meet at stated times or on notice
given by any of their own number, however, it may act only during the interval
between meetings of the Board and it shall be subject at all times to the
control and direction of the Board. Vacancies in the membership of the
committee shall be filled by the Board of Directors at a regular meeting or at a
special meeting called for that purpose.
ARTICLE IV
Officers
SECTION 1. The officers of the corporation shall consist of a Chairman of the
Board, if one is elected, a President, one or more Vice Presidents, a Secretary
and a Treasurer, and such other officers and agents as may from time to time be
chosen or designated by the Board of Directors. Any two offices except those of
President and Vice President may be held by one person.
SECTION 2. At the annual meeting of the Board of Directors, the Board may elect
from their number a Chairman of the Board, and shall elect from their number a
President and shall, from within or without their number, appoint one or more
Vice Presidents, a Secretary and a Treasurer, and such other officers and agents
as may be deemed advisable. Such officers shall hold office until the next
annual meeting and until their successors are elected and qualify; provided,
however, that any officer may be removed, with or without cause, by the
affirmative vote of a majority of the whole Board of Directors.
SECTION 3. The Chairman of the Board, whenever there shall be one, shall
preside at all meetings of the shareholders and Directors. The President shall
be the chief executive officer of the Corporation in charge of the general
management of its business and affairs and, whenever there shall be no Chairman
of the Board, or in the event of his absence or disability, the President shall
perform the duties of the Chairman of the Board as well as those of President.
Each Vice President shall have such powers and shall perform such duties as may
be prescribed by the Board of Directors. In the event of the absence or
disability of the President, the Vice Presidents shall succeed to the duties and
powers of such office in the order in which they are appointed, as appears from
the minutes of the meeting at which such appointment shall have taken place.
The Secretary shall be secretary of and shall attend all meetings of the
shareholders and Board of Directors. He shall act as clerk thereof and shall
record all proceedings of such meetings in the minute book of the corporation.
He shall give proper notices of meetings of shareholders and directors. He
shall, with the Chairman, President or any Vice President, sign all certificates
for shares of the corporation and shall have such other powers and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors.
The Treasurer shall keep accurate accounts of all monies of the corporation
received or disbursed. He shall deposit all monies and valuables in the name of
and to the credit of the corporation in such banks and depositories as the Board
of Directors shall designate from time to
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time. He shall have power to endorse or deposit all notes, checks, and drafts
received by the corporation. He shall disburse the funds of the corporation as
ordered by the Board of Directors, taking proper vouchers therefor. He shall
render to the Chairman of the Board, the President, and directors, whenever
required, an account of all his transactions as Treasurer and of the financial
condition of the corporation, and shall have such other powers and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors.
Any Assistant Secretary or Assistant Treasurer, who may from time to time be
appointed by the Board of Directors, may perform the duties of the Secretary or
of the Treasurer, as the case may be, under the supervision and subject to the
control of the Secretary or of the Treasurer, respectively. In the event of the
absence or disability of the Secretary, the Assistant Secretaries shall succeed
to the duties and powers of the office of Secretary in the order in which they
are appointed, as appears from the minutes of the meeting at which such
appointments shall have taken place. In the event of the absence or disability
of the Treasurer, the Assistant Treasurers shall succeed to the duties and
powers of the office of Treasurer in the order in which they are appointed as
appears from the minutes of the meeting at which such appointments shall have
taken place. Each Assistant Secretary and each Assistant Treasurer shall also
have such specific duties as the Secretary or the Treasurer respectively may
delegate to such assistant and shall also have such other powers and perform
such duties as may be prescribed from time to time by the Board of Directors.
SECTION 4. If there be a vacancy in any office of the corporation by reason of
death, resignation, or otherwise, such vacancy shall be filled for the unexpired
term by the Board of Directors, but the Board shall not be required to fill the
position of Chairman of the Board.
SECTION 5. The Board of Directors may, at any time and from time to time,
change, vary, assign and reassign the powers and duties specifically conferred
upon any officer of the corporation by these By-laws.
ARTICLE V
Indemnification of Directors and Officers
SECTION 1. The Corporation shall indemnify such persons, for expenses and
liabilities, in such manner, under such circumstances, and to such extent as
permitted by Section 301.095 of the Minnesota Statutes, as now enacted or
hereafter amended.
ARTICLE VI
Amendment of By-Laws
SECTION 1. These Bylaws may be amended or altered by the vote of a majority of
the whole Board of Directors at any meeting, provided that notice of said
meeting is given to the Directors containing the substance of any such proposed
amendment. Such authority in the Board of Directors is subject to the power of
the shareholders to change or repeal such Bylaws by a majority of the vote of
the shareholders entitled to vote, present and represented, at any annual
meeting or at any special meeting called for such purpose.
8/4/89
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EXHIBIT 10A
DELUXE CORPORATION
DEFERRED COMPENSATION PLAN
SECTION I. ESTABLISHMENT AND PURPOSE
1.1 ESTABLISHMENT. Deluxe Corporation, a Minnesota corporation (hereinafter
called the "Company"), hereby establishes, effective as of November 15, 1983, a
deferred compensation plan which shall be known as the DELUXE CORPORATION
DEFERRED COMPENSATION PLAN (hereinafter called the "Plan").
1.2 PURPOSE. The purpose of the Plan is to provide a means whereby amounts
payable by the Company to officers may be deferred to some future period. It is
also the purpose of the Plan to attract and retain as officers persons whose
abilities, experience and judgment will contribute to the growth and
profitability of the Company.
SECTION II. DEFINITIONS
2.1 DEFINITIONS. Whenever used in this document, the following terms shall have
the meanings set forth below:
a. "Base Salary" means the base salary scheduled to be paid to a
Participant during a Plan Year without regard to any bonus or
Incentive Compensation, or any portion deferred under this Plan.
b. "Incentive Compensation" means the incentive compensation which is
scheduled to be paid to a Participant based on performance during a
Plan Year without regard to any portion deferred under this Plan.
c. "Committee" means the Compensation Committee of the Board of Directors
of the Company.
d. "Officer" means an employee of the Company who (1) is an officer or
Assistant Officer of the Company, (2) is employed in a recognized
executive, administrative or professional capacity, and (3) has
significant management responsibilities or is highly compensated.
e. "Participant" means any Officer who elects to participate in the Plan.
f. "Plan Year" means the twelve month period coinciding with the
Company's fiscal year and ending on each December 31.
SECTION III. ELIGIBILITY FOR PARTICIPATION
Each Officer of the Company shall be eligible to participate in the Plan. In
the event a Participant ceases to be an Officer, he or she shall become an
inactive Participant, retaining all the rights described under the Plan, except
the right to elect any further deferrals.
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SECTION IV. ELECTION TO DEFER
At any time prior to the beginning of a Plan Year, any Officer may, by written
notice delivered to the President of the Company, elect to defer (a) any amount
of his or her Base Salary, and (b) any amount of his or her Incentive
Compensation, with a minimum election of $1,000 from either Base Salary or
Incentive Compensation. Any such election shall be irrevocable and shall be in
effect for the Plan Year, provided that the Base Salary election shall be
automatically revoked if the Participant's Base Salary does not equal or exceed
the rate in effect when the election was made, and provided further that
Incentive Compensation deferral shall be adjusted if the actual Incentive
Compensation declared is less than the election.
The aggregate amount which may be deferred during any Plan Year shall not exceed
fifteen percent (15%) of Base Salary. Each election shall be considered made
when it is completed and delivered to the President of the Company. Payment
shall be deferred until distribution is made in accordance with Section 6 of the
Plan.
SECTION V. DEFERRAL ACCOUNTS
5.1 PARTICIPANT ACCOUNTS. The Company shall establish and maintain a
bookkeeping account for each Participant. The Company shall, from time to time,
provide each Participant with a statement indicating the balance of such
Participant's account. At its discretion, the Company may obtain life insurance
on the life of any or all Participants to provide all or a substantial portion
of the money needed to pay the amounts deferred under the Plan.
5.2 EMPLOYEE BENEFIT PLAN EQUIVALENT. To the extent the Company's contributions
under its compensation-based benefit plans are reduced as a result of the
Participant's deferral of compensation under the Plan, the amount of such
reduction shall be credited to the Participant's account. Any amount credited
under this proposal shall be credited as of the last day of the Plan Year.
5.3 GROWTH ADDITIONS. Each Participant's account shall be credited on the last
day of each Plan Year with a growth addition computed on the beginning balance
(before crediting any Benefit Plan Equivalent), the average Base Salary deferred
during the Plan Year, and the Incentive Salary deferred that is payable during
the Plan Year. The growth addition shall be computed by multiplying such
amounts by the Plan Interest Rate for such Plan Year. The Plan Interest Rate
for each Plan Year shall be determined by the Committee, provided that the Plan
Interest Rate shall in no event be lower than the lesser of: (a) ninety (90)
percent (%) of the Company's average return on short term invested bank funds
during its preceding fiscal year, or (b) eight (8) percent (%). In the absence
of a timely determination by the Committee with respect to a particular Plan
Year, the Plan Interest Rate for such year shall be equal to the Plan Interest
Rate for the Previous Plan Year.
5.4 CHARGES AGAINST ACCOUNTS. There shall be charged against each Participant's
account any payments made to the Participant or his or her beneficiary in
accordance with Section 6 or 7 of the Plan.
5.5 CONTRACTUAL OBLIGATION. It is intended that the Company is under a
contractual obligations to make payments to a Participant when due. Such
payments shall be made out of the general funds of the Company.
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5.6 UNSECURED INTEREST. No Participant or beneficiary shall have any interest
whatsoever in any specific asset of the Company. To the extent any person
acquires a right to receive payments under the Plan, such right shall be no
greater than the right of any unsecured general creditor of the Company.
SECTION VI. PAYMENT OF DEFERRED AMOUNTS
6.1. The Company shall pay the funds accumulated in the Deferral Account to the
Participant (or Participant's beneficiary as provided in Section 8) after
Participant's termination of employment with the Company. The Deferral Account
shall be paid in approximately equal consecutive monthly installments over one
hundred and eighty (180) months, with the first such installment to be paid
approximately thirty (30) days after the later of the date the Participant
reaches age 65 or the date of the Participant's termination of employment,
provided that distribution may commence at an earlier date, but no earlier than
thirty (30) days after the Participant reaches age 60, if the Participant has
terminated employment with the Company and enters into a satisfactory
noncompetition agreement with the Company, and provided further that an account
may be paid in a single payment or in accelerated installments at any time after
termination of employment regardless of the age of the Participant if so
determined by the Committee. A Participant who serves on the Committee shall
not be eligible to vote on a determination with respect to the date or method of
payment of his or her Deferral Account.
6.2. In the event of the death of the Participant, the Deferral Account shall be
paid as provided in 6.1 except in the absence of a contrary determination by the
Committee, installments shall commence approximately thirty (30) days after the
Participant's date of death.
SECTION VII. FINANCIAL EMERGENCY
The Committee may alter the timing or manner of payment of Deferral Accounts
under Section 6.1 or 6.2 in the event that the Participant establishes, to the
satisfaction of the Committee, severe financial hardship. In such event, the
Committee may:
a. provide that all or a portion of the Deferral Account shall be paid
immediately in a lump sum payment,
b. provide that all or a portion of the installments payable over a
period of time shall be paid immediately in a lump sum, or
c. provide for such other installment payment schedules as it deems
appropriate under the circumstances,
as long as the accelerated distribution shall not be in excess of that amount
which is necessary for the Participant to meet the financial hardship.
Severe financial hardship shall be deemed to have occurred in the event of the
Participant's impending bankruptcy, a Participant's or a dependent's long and
serious illness, or other events of similar magnitude. The Committee's
determination as to the occurrence of a severe financial hardship of the
Participant and the manner in which, if at all, the payment of deferred amounts
shall be altered or modified, shall be final.
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SECTION VIII. BENEFICIARY
A Participant may designate a beneficiary or beneficiaries who, upon his or her
death, shall receive the distributions that otherwise would have been paid to
the Participant. All designations shall be in writing and shall be effective
only if and when delivered to the President of the Company during the lifetime
of the Participant. If a Participant designates a beneficiary without providing
in the designation that the beneficiary must be living at the time of such
distributions, the designation shall vest in the beneficiary all of the
distributions, whether payable before or after the beneficiary's death, and any
distributions remaining upon the beneficiary's death shall be paid to the
beneficiary's estate.
A Participant may from time to time change beneficiary or beneficiaries by a
written instrument delivered to the President of the Company. In the event a
Participant shall not designate a beneficiary or beneficiaries pursuant to this
Section, or if for any reason such designation shall be ineffective, in whole or
in part, the distribution that otherwise would have been paid to such
Participant shall be paid to the estate and in such event, the term
"beneficiary" shall include the estate.
SECTION IX. NONTRANSFERABILITY
In no event shall the Company make any payment under the Plan to any assignee or
creditor of a Participant or a beneficiary. Prior to the time of payment
hereunder, a Participant or beneficiary shall have no rights by way of
anticipation or otherwise to assign or otherwise dispose of any interest under
the Plan nor shall such rights be assigned or transferred by operation of law.
SECTION X. ADMINISTRATION
10.1 ADMINISTRATION. The Plan shall be administered by the Committee. The
Committee may from time to time establish rules for the administration of the
Plan that are not inconsistent with the provisions of the Plan. The Committee
may, by unanimous affirmative action, authorize the chief executive officer and
the chief operating officer of the Company, to the extent determined by the
Committee, to exercise the authority of the Committee under the Plan, except
that the Committee shall not delegate to such officers the power to set the Plan
Interest Rate or to determine the method of payment of their own Deferral
Accounts. Such Executive Committee shall act only during the interval between
meetings of the Committee and shall be subject at all times to the control and
direction of the Committee.
10.2 FINALITY OF DETERMINATION. The determination of the Committee as to
disputed questions arising under the Plan, including questions of construction
and interpretation, shall be final, binding, and conclusive upon all persons.
10.3 EXPENSES. The expense of administering the Plan shall be paid by the
Company.
10.4 TAX WITHHOLDING. The Company shall deduct from all payments any federal,
state or local taxes required by law to be withheld with respect to such
payments.
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SECTION XI. AMENDMENT AND TERMINATION
The Company expects the Plan to be permanent but since future conditions
affecting the Company cannot be anticipated or foreseen, the Company reserves
the right to amend, modify or terminate the Plan at any time by action of its
Board of Directors.
SECTION XII. LIFE INSURANCE CONTRACT
If the Company elects to purchase one or more life insurance contracts to
provide it with funds to make payments under the Plan, the Company shall at all
times be the sole and complete owner and beneficiary of such contract(s), and
shall have the unrestricted right to use all amounts and exercise all options
and privileges under such contract(s) without the knowledge or consent of any
Participant or beneficiary or any other person; neither Participant, beneficiary
nor any other person shall have any right, title or interest whatsoever in or to
any such contract(s).
SECTION XIII. MERGER, CONSOLIDATION OR ACQUISITION
In the event of a merger, consolidation or acquisition, in which the Company is
not the surviving corporation, unless the successor or acquiring corporation
shall elect to continue and carry on the Plan, all Deferral Accounts shall
become immediately payable in full, notwithstanding any other provision to the
contrary.
SECTION XIV. NO VESTED RIGHTS
The Plan and the elections exercisable hereunder shall not be deemed or
construed to be a written contract of employment between any Participant and the
Company, nor shall any provision of the Plan restrict the right of the Company
to discharge any Participant, nor shall any provision of the Plan in any way
whatsoever grant to any Participant the right to receive any scheduled
compensation, bonus, or other payment of any nature whatsoever.
SECTION XV. APPLICABLE LAW
The Plan shall be governed and construed in accordance with the laws of the
State of Minnesota.
10/30/84
08/17/88 (Amended)
11/10/89 (Amended)
01/10/92 (Amended)
02/12/93 (Amended)
11/12/93 (Amended)
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EXHIBIT 10B
DELUXE CHECK PRINTERS, INCORPORATED
SUPPLEMENTAL BENEFIT PLAN
(ERISA EXCESS PLAN)
WHEREAS, the Company maintains an Employees Profit Sharing Plan which is
qualified for certain tax benefits under Section 401 of the Internal Revenue
Code, and
WHEREAS, the Company's contributions to the Plan are allocated among the
Participants under a formula which is based on compensation, and
WHEREAS, the Plan, in order to retain its qualified status, prohibits annual
additions to individual accounts based on compensation in excess of certain
amounts prescribed in the Internal Revenue Code, and accordingly, the amount of
the Company's contribution is reduced by the amount which is not so allocable,
and some Participants do not receive the full amount allocable under the
formula,
RESOLVED, that with respect to Participants who are officers, an amount equal to
the reduction of the Company's contribution by reason of the foregoing be
credited to bookkeeping accounts established and maintained for such
Participants in the same manner as accounts are maintained under the Deferred
Compensation Plan, and that all the administrative provisions of such Plan,
including those related to interest accrual, payments, beneficiary designation
and vesting, be equally applicable to amounts credited under this Plan.
Board of Directors
Deluxe Check Printers, Incorporated
November 8, 1984
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EXHIBIT 10E
DELUXE CORPORATION
PERFORMANCE SHARE PLAN
SECTION I. ESTABLISHMENT
On February 10, 1994, the Board of Directors of Deluxe Corporation (the
"Company"), upon recommendation by the Compensation Committee of the Board of
Directors (the "Committee"), approved an incentive plan for executives as
described herein, which plan shall be known as the "Deluxe Corporation
Performance Share Plan" (the "Plan"). The Plan shall be submitted for approval
by the shareholders of the Company at the 1994 Annual Meeting of Shareholders.
The Plan shall be effective as of January 1, 1994, subject to its approval by
the shareholders of the Company, and no benefits shall be issued pursuant to the
Plan until after the Plan has been approved by the shareholders of the Company.
SECTION II. PURPOSE
The purpose of the Plan is to advance the interests of the Company and its
shareholders by attracting and retaining key employees, and by stimulating the
efforts of such employees to contribute to the continued success and growth of
the business of the Company. The Plan is further intended to provide such
employees with an opportunity to increase their ownership of the Company's
common stock and, thereby, to increase their personal interest in the long-term
success of the business in a manner designed to increase shareholder value.
SECTION III. ADMINISTRATION
3.1 COMPOSITION OF THE COMMITTEE. The Plan shall be administered by the
Committee, which shall consist of members appointed from time to time by the
Board of Directors and shall be comprised of not less than such number of
directors as shall be required to permit the Plan to satisfy the requirements of
Rule 16b-3 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor rule or regulation ("Rule 16b-3"). All members of the Committee shall
be members of the Board of Directors of the Company who are "disinterested
persons" within the meaning of Rule 16b-3. In addition, to the extent required
by Section 162(m) of the Internal Revenue Code of 1986, as amended (such
statute, as it may be amended from time to time and all proposed temporary or
final Treasury Regulations promulgated thereunder shall be referred to as the
"Code"), at all times following the 1995 Annual Meeting of Shareholders of the
Company, all members of the Committee shall be "outside directors" within the
meaning of Section 162(m) of the Code.
3.2 POWER AND AUTHORITY OF THE COMMITTEE. The Committee shall have full power
and authority, subject to all the applicable provisions of the Plan and
applicable law, to (a) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it deems necessary or advisable for the
proper administration of the Plan, (b) construe, interpret and administer the
Plan and any instrument or agreement relating to, or Award (as defined below in
Section 4.2) made under, the Plan, and (c) make all other determinations and
take all other actions necessary or advisable for the administration of the
Plan. Unless otherwise expressly provided in the Plan, each determination made
and each action taken by the Committee pursuant to the Plan or any
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instrument or agreement relating to, or Award made under, the Plan shall be (x)
within the sole discretion of the Committee, (y) may be made at any time and (z)
shall be final, binding and conclusive for all purposes on all persons,
including, but not limited to, holders of Awards, and their legal
representatives and beneficiaries, and employees of the Company or of any
"Affiliate" of the Company. For purposes of the Plan and any instrument or
agreement relating to, or Award made under, the Plan, the term "Affiliate" shall
mean any entity that, directly or indirectly through one or more intermediaries,
is controlled by the Company and any entity in which the Company has a
significant equity interest, in each case as determined by the Committee in its
sole discretion.
3.3 DELEGATION. The Committee may delegate its powers and duties under the Plan
to one or more officers of the Company or any Affiliate or a committee of such
officers, subject to such terms, conditions and limitations as the Committee may
establish in its sole discretion; provided, however, that the Committee shall
not delegate its power (a) to make determinations regarding officers or
directors of the Company or any Affiliate who are subject to Section 16 of the
Exchange Act; or (b) in such a manner as would cause the Plan not to comply with
the provisions of Section 162(m) of the Code.
SECTION IV. ELIGIBILITY AND PARTICIPATION
4.1 ELIGIBILITY. The Plan is unfunded and is maintained by the Company for a
select group of management or highly compensated employees. In order to be
eligible to participate in the Plan, an employee of the Company or of its
Affiliates must be selected by the Committee. In determining the employees who
will participate in the Plan, the Committee may take into account the nature of
the services rendered by the respective employees, their present and potential
contributions to the success of the Company and such other factors as the
Committee, in its sole discretion, shall deem relevant. A director of the
Company or of an Affiliate who is not also an employee of the Company or an
Affiliate shall not be eligible to participate in the Plan.
4.2 PARTICIPATION. The Committee shall determine the employees to be granted an
award opportunity (the "Award"), the amount of each Award, the time or times
when Awards will be made, the period of time over which such Awards are intended
to be earned, and all other terms and conditions of each Award. The provisions
of the Awards need not be the same with respect to any recipient of an Award
(the "Participant") or with respect to different Participants. The Committee's
decision to approve an Award to an employee at any time shall not require the
Committee to approve a similar Award or any Award at all to that employee or any
other employee or person at any future date. The Company and the Committee
shall not have any obligation for uniformity of treatment of any person,
including, but not limited to, Participants and their legal representatives and
beneficiaries and employees of the Company or of any Affiliate of the Company.
4.3 AWARD AGREEMENT. Any employee selected for participation by the Committee
shall, if requested by the Committee, execute and return to the Committee a
written agreement setting forth the terms and conditions of the Award (the
"Award Agreement"). A separate Award Agreement may be entered into between the
Company and each Participant for each Award.
4.4 QUALIFIED PERFORMANCE-BASED COMPENSATION. Awards granted pursuant to the
Plan are intended to be "qualified performance-based compensation" within the
meaning of Section 162(m) of the Code. Accordingly, all of the other terms and
conditions of the Plan as it applies
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to any Award shall be interpreted in such a fashion so as to qualify all
compensation paid thereunder as "qualified performance-based compensation"
within the meaning of Section 162(m) of the Code.
4.5 MAXIMUM SHARE LIMITATIONS. No Participant may be granted an Award or Awards
of any Stock Units (as defined below in Section 5.1) or Shares (as defined below
in Section 5.6) under this Plan (i) and under any other stock-based benefit plan
adopted by the Company (including, if adopted, the Stock Incentive Plan as
defined below in Section 5.1) of more than 90,000 Shares in the aggregate in any
calendar year or (ii) of more than 90,000 Shares in the aggregate during the
period from January 1, 1994 through December 31, 1998; provided, however, that,
for purposes of making this 90,000 Share calculation, any Shares acquired
pursuant to the Deluxe Corporate Annual Incentive Plan shall not be taken into
account.
4.6 EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS. The provisions of this Plan
shall not give any Participant any right to be retained in the employment of the
Company. In the absence of any specific agreement to the contrary, this Plan
shall not affect any right of the Company, or of any Affiliate of the Company,
to terminate, with or without cause, any Participant's employment at any time.
This Plan shall not replace any contract of employment, whether oral or written,
between the Company and any Participant, but shall be considered a supplement
thereto. This Plan is in addition to, and not in lieu of, any other employee
benefit plan or program in which any Participant may be or become eligible to
participate by reason of employment with the Company. No compensation or
benefit awarded to or realized by any Participant under the Plan shall be
included for the purpose of computing such Participant's compensation under any
compensation-based retirement, disability, or similar plan of the Company unless
required by law or otherwise provided by such other plan.
SECTION V. AWARDS
5.1 GENERAL. The Committee shall determine that Award or Awards to be made to
each Participant, and each Award shall be subject to the terms and conditions of
the Plan and the applicable Award Agreement. An Award shall be made in the form
of units equivalent to Shares (the "Stock Units"). Awards may be granted singly
or in combination, or in addition to, in tandem with or in substitution for any
grants or rights under any employee or compensation plan of the Company or of
any Affiliate, including the Deluxe Corporation Stock Incentive Plan (the "Stock
Incentive Plan"). All or part of an Award may be subject to conditions and
forfeiture provisions established by the Committee, and set forth in the Award
Agreement, which may include, but are not limited to, continuous service with
the Company or an Affiliate.
5.2 BUSINESS CRITERIA FOR PERFORMANCE-BASED AWARDS. The right to have an Award
vest or become payable in any fashion shall be determined solely on account of
the attainment of one pre-established, objective performance goal selected by
the Committee at the time of the grant of the Award. Such goal shall be based
solely on the Company's total return to shareholders during a period selected by
the Committee (a "Performance Period") as compared to the total return to
shareholders of companies comprising the Standard & Poor's 500 Company Stock
Index (the "S & P 500") during a measurement period (a "Measurement Period")
selected by the Committee, which Measurement Period need not be the same as the
Performance Period. The Performance Period and Measurement Period with respect
to each Award shall be designated by the Committee in its sole discretion at the
time of the grant of the Award. Total return to
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shareholders shall mean appreciation in share price between the date of grant
and the end of the applicable Performance Period or Measurement Period, plus
dividends paid during such period.
5.3 AWARD OF STOCK UNITS. All Awards shall be granted in the form of Stock
Units. No certificates shall be issued with respect to such Stock Units, but
the Company shall maintain a bookkeeping account in the name of the Participant
to which the Stock Units shall relate. Each Stock Unit shall represent the
right to receive a payment of one or more Shares of the Company's Common Stock
or a continuing Stock Unit, or other Awards, or a combination thereof, with such
restrictions and conditions as the Committee may determine in its sole
discretion, including, but not limited to, the issuance of Shares as restricted
stock legended to indicate restrictions on transferability.
5.4 DIVIDEND EQUIVALENTS. The Committee, in its sole discretion, may provide
that any Award may earn dividend equivalents as provided in the Stock Incentive
Plan.
5.5 PAYMENT OF AWARDS; MINIMUM ACHIEVEMENT FOR PAYMENT. Payment of Awards may
be made at such times, with such restrictions and conditions, and in such forms
(Shares, including restricted Shares, Stock Units, other Awards, or combinations
thereof) as the Committee in its sole discretion may determine at the time of
grant of the Awards. Notwithstanding any other provision of the Plan to the
contrary, a payment will not be made with respect to any Award or any Stock Unit
included as part of an Award for any Performance Period unless the Company's
total return to shareholders for the Performance Period is at least equal to the
total return to shareholders for companies in the 50th percentile of the S & P
500 for the Measurement Period.
5.6 STOCK INCENTIVE PLAN. All shares ("Shares") of Company Common Stock, $1.00
par value, to be issued under the Plan shall be issued pursuant to the Stock
Incentive Plan to be voted upon for approval by the shareholders of the Company
at the 1994 Annual Meeting of Shareholders. Accordingly, such Shares shall be
subject to all of the additional terms and conditions of Stock Incentive Plan.
In the event the Stock Incentive Plan is not so approved by the Company's
shareholders, this Plan shall be of no effect, as described in Section 9.1
hereof.
SECTION VI. TERMINATION OF EMPLOYMENT
Each Award Agreement shall include provisions governing the disposition of an
Award in the event of the retirement, disability, death or other termination of
a Participant's employment with the Company or an Affiliate.
SECTION VII. NON-TRANSFERABILITY
Except as otherwise determined by the Committee or as set forth in the
applicable Award Agreement, no Award and no right under any Award shall be
transferable by a Participant otherwise than by will or by the laws of descent
and distribution; provided however, that if so determined by the Committee, a
Participant may, in the manner established by the Committee, (i) designate a
beneficiary or beneficiaries to exercise the rights of the Participant and
receive any property distributable with respect to any Award upon the death of
the Participant, or (ii) transfer any Award to any member of such Participant's
"immediate family" (as such term is defined in Rule 16a-1(e) promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, or any successor rule or regulation) or to a trust whose
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beneficiaries are members of such Participant's "immediate family." Each Award
or right under any Award shall be exercisable during a Participant's lifetime
only by the Participant, or by a member of such Participant's "immediate family"
or a trust for members of such "immediate family" pursuant to a transfer as
described above, or if permissible under applicable law, by the Participant's
guardian or legal representative. No Award or right under any Award may be
pledged, alienated, attached or otherwise encumbered and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate of the Company.
SECTION VIII. TAXES
In order to comply with all applicable federal or state income, social security,
payroll, withholding or other tax laws or regulations, the Committee may
establish such policy or policies as it deems appropriate with respect to such
laws and regulations, including without limitation, the establishment of
policies to ensure that all applicable federal or state income, social security,
payroll, withholding or other taxes, which are the sole and absolute
responsibility of the Participant, are withheld or collected from such
Participant. In order to assist a Participant in paying all or part of the
federal and state taxes to be withheld or collected upon receipt or payment of
(or the lapse of restrictions relating to) an Award, the Committee, in its sole
discretion and subject to such additional terms and conditions as it may adopt,
may permit the Participant to satisfy such tax obligation by (a) electing to
have the Company withhold a portion of the shares of Common Stock otherwise to
be delivered upon receipt or payment of (or the lapse of restrictions relating
to) such Award with a fair market value equal to the amount of such taxes or (b)
delivering to the Company shares of Common Stock other than the shares issuable
upon receipt or payment of (or the lapse of restrictions relating to) such Award
with a fair market value equal to the amount of such taxes.
SECTION IX. AMENDMENT AND TERMINATION
9.1 TERM OF PLAN. Unless the Plan shall have been discontinued or terminated as
provided in Section 9.2 hereof, or unless the Company's shareholders have failed
to approve this Plan and the Stock Incentive Plan, the Plan shall terminate on
December 31, 1998. This Plan shall be of no effect, and the Board of Directors
shall be deemed automatically to have terminated this Plan, if the Company's
shareholders fail to approve the Stock Incentive Plan at the Company's 1994
Annual Meeting of Shareholders. No Awards may be granted after such
termination, but termination of the Plan shall not alter or impair any rights or
obligations under any Award theretofore granted, without the consent of the
Participant or holder or beneficiary thereof, except as otherwise provided in
the Plan or the Award Agreement.
9.2 AMENDMENTS TO PLAN. Except to the extent prohibited by applicable law and
unless otherwise expressly provided in the Plan or an Award Agreement, the Board
of Directors of the Company may amend, alter, suspend, discontinue or terminate
the Plan; provided, however, that notwithstanding any other provision of the
Plan or any Award Agreement, without the approval of the shareholders of the
Company, no such amendment, alteration, suspension, discontinuation or
termination shall be made that, absent such approval:
a. would cause Rule 16b-3 to become unavailable with respect to the Plan;
or
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b. would violate the rules or regulations of the New York Stock Exchange,
any other securities exchange or the National Association of
Securities Dealers, Inc. that are applicable to the Company.
9.3 WAIVERS OF AWARD CONDITIONS OR RIGHTS. The Committee may waive any
condition of, or rights of the Company under, any outstanding Award,
prospectively or retroactively.
9.4 LIMITATION ON AMENDMENTS TO AWARDS. Neither the Committee nor the Company
may amend, alter, suspend, discontinue or terminate any outstanding Award,
prospectively or retroactively, without the consent of the Participant or holder
or beneficiary thereof, except as otherwise provided in the Plan or the Award
Agreement.
9.5 CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. Except to the extent
prohibited by applicable law and unless otherwise expressly provided in the Plan
or an Award Agreement, the Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan, any Award or any Award Agreement in
the manner and to the extent it shall deem desirable to carry the Plan into
effect.
SECTION X. MISCELLANEOUS
10.1 GOVERNING LAW. The Plan and any Award Agreement shall be governed by and
construed in accordance with the internal laws, and not the laws of conflicts,
of the State of Minnesota.
10.2 SEVERABILITY. If any provision of the Plan, any Award or any Award
Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in
any jurisdiction or would disqualify the Plan, any Award or any Award Agreement
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the Committee,
materially altering the purpose of intent of the Plan, the Award or the Award
Agreement, such provision shall be stricken as to such jurisdiction, and the
remainder of the Plan, any such Award or any such Award Agreement shall remain
in full force and effect.
10.3 NO TRUST OR FUND CREATED. Neither the Plan nor any Award or Award
Agreement shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate and a
Participant or any other person. To the extent that any person acquires a right
to receive payments from the Company or any Affiliate pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of
the Company or of any Affiliate.
10.4 HEADINGS. Headings are given to the sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
10.5 STOCK INCENTIVE PLAN. Except as otherwise specifically stated herein, all
of the terms and conditions of the Stock Incentive Plan shall also govern Awards
under this Plan.
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EXHIBIT 10F
DELUXE CORPORATION
ANNUAL INCENTIVE PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF DECEMBER 21, 1994)
1 ESTABLISHMENT. On November 12, 1993, the Board of Directors of Deluxe
Corporation, upon recommendation by the Compensation Committee of the Board of
Directors, approved an incentive plan for executives as described herein, which
plan shall be known as the "Deluxe Corporation Annual Incentive Plan." This
Plan shall be submitted for approval by the shareholders of Deluxe Corporation
at the 1994 Annual Meeting of Shareholders. This Plan shall be effective as of
January 1, 1994, subject to its approval by the shareholders, and no benefits
shall be issued pursuant thereto until after this Plan has been approved by the
shareholders.
2 PURPOSE. The purpose of this Plan is to advance the interests of Deluxe
Corporation and its shareholders by attracting and retaining key employees, and
by stimulating the efforts of such employees to contribute to the continued
success and growth of the business of the Company. This Plan is further
intended to provide employees with an opportunity to increase their ownership of
the Company's common stock and, thereby, to increase their personal interest in
the long-term success of the business in a manner designed to increase
shareholder value.
3 DEFINITIONS. When the following terms are used herein with initial capital
letters, they shall have the following meanings:
3.1 COMPENSATION COMMITTEE - a committee of the Board of Directors of the
Company designated by such Board to administer the Plan which shall consist
of members appointed from time to time by the Board of Directors and shall
be composed of not fewer than such number of directors as shall be required
to permit the Plan to satisfy the requirements of Rule 16b-3 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934 (the "1934 Act"), as amended, or any successor rule or regulation
("Rule 16b-3"). Each member of the Compensation Committee shall be a
"disinterested person" within the meaning of Rule 16b-3 and, following the
1995 Annual Meeting of Shareholders of the Company, an "outside director"
within the meaning of Section 162(m) of the Code.
3.2 CODE - the Internal Revenue Code of 1986, as it may be amended from
time to time, and any proposed, temporary or final Treasury Regulations
promulgated thereunder.
3.3 COMMON STOCK - the common stock, par value $1.00 per share, of the
Company.
3.4 COMPANY - Deluxe Corporation, a Minnesota corporation, and any of its
subsidiaries or affiliates, whether now or hereafter established.
3.5 DELUXE - Deluxe Corporation, a Minnesota corporation, and all
subsidiaries included in its consolidated financial reports for a given
period.
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3.6 EXECUTIVES - all Participants for a given Performance Period designated
by the Compensation Committee as "Executives" for purposes of this Plan.
The Compensation Committee shall designate as Executives all Participants
it reasonably believes may be "named executive officers" under Rule 402
promulgated under the 1934 Act for that Performance Period.
3.7 INCENTIVE POOL AMOUNT - a specific dollar amount equal to the Company's
ROACE Achievement Factor multiplied by the Maximum Incentive Pool Amount.
3.8 INDIVIDUAL INCENTIVE AMOUNT - an amount for a Performance Period equal
to (a) for any Executive, the product of (i) such Executive's Maximum
Incentive multiplied by (ii) a fraction equal to (W) the Incentive Pool
Amount divided by (X) the Maximum Incentive Pool Amount and (b) for any
Other Participant, the product of (i) such Other Participant's Individual
Performance Achievement Factor multiplied by (ii) the product of (Y) such
Other Participant's Maximum Incentive multiplied by (Z) a fraction equal to
(A) the Incentive Pool Amount divided by (B) the Maximum Incentive Pool
Amount.
3.9 INDIVIDUAL PERFORMANCE ACHIEVEMENT FACTOR - a percentage, not exceeding
100% (expressed as a fraction for the purposes of the calculation of
benefits under the Plan), provided in a schedule or table or computed from
a formula established by the Compensation Committee in advance of a
Performance Period which corresponds to the achievement by each Other
Participant of the Performance Factors established by the Compensation
Committee which are applicable to the Other Participant for the Performance
Period.
3.10 MAXIMUM INCENTIVE POOL AMOUNT - a specific dollar amount which shall
constitute the maximum amount of benefits payable (whether in cash or
shares of Common Stock or any combination thereof) to all Participants
under this Plan for a given Performance Period. This amount shall be
established for each Performance Period by the Compensation Committee prior
to the start of such Performance Period, based upon such factors as it
shall deem appropriate
3.11 MAXIMUM INCENTIVE - a specific dollar amount which shall constitute
the maximum incentive payment to be made (whether in cash or shares of
Common Stock or any combination thereof) pursuant to the Plan to a
Participant for a Performance Period, as determined by the Compensation
Committee prior to the start of such Performance Period, based upon such
factors as it shall deem appropriate; provided that the Maximum Incentive
for any Other Participant may be increased by the Compensation Committee
after the conclusion of a Performance Period in accordance with Section
5.1(b) hereof; and provided, further, however, that the Maximum Incentive
which may be paid pursuant to the Plan to any Participant (including any
Other Participant pursuant to Section 5.1(b)), whether in cash or other
property, shall not exceed in value $800,000 in any calendar year. Any
incentive payment (or portion thereof) paid in a form other than cash shall
be valued at the fair market value thereof on the date of payment in such
manner as the Compensation Committee shall determine.
3.12 OTHER PARTICIPANTS - all Participants for a given Performance Period
who are not designated as "Executives" by the Compensation Committee for
such Performance Period.
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3.13 PARTICIPANTS - any management or highly compensated employees of the
Company who are designated by the Compensation Committee prior to the start
of a Performance Period as Participants in this Plan. Directors of the
Company who are not also employees of the Company are not eligible to
participate in the Plan. Participants shall be designated as either
Executives or Other Participants by the Compensation Committee prior to the
start of a Performance Period.
3.14 PERFORMANCE FACTOR - the preestablished, objective performance goals
selected by the Compensation Committee prior to the start of each
Performance Period and which shall (i) in the case of Executives, be based
solely on ROACE and (ii) in the case of Other Participants, be based on
such business criteria (which may be, exclusively, ROACE) as the Committee
may determine to be appropriate, which may include financial and
nonfinancial performance goals that are linked to such individual's
business unit or the Company as a whole or to such individual's areas of
responsibility.
3.15 PERFORMANCE PERIOD - each consecutive twelve-month period commencing
on January 1 of each year during the term of this Plan.
3.16 PLAN - this Deluxe Corporation Annual Incentive Plan.
3.17 RETURN ON AVERAGE CAPITAL EMPLOYED OR ROACE - a percentage computed as
Deluxe's (or group of companies') "income from operations" on a
consolidated basis as reported to its shareholders divided by Deluxe's (or
group of companies') "total invested capital." As used herein, "income
from operations" shall be computed as income before taxes, interest expense
and interest income, and "total invested capital" shall be computed as the
sum of long-term debt, common equity and preferred stock, all as computed
in accordance with generally accepted accounting principles as in effect
from time to time and, with respect to Deluxe, as applied by Deluxe in the
preparation of its financial statements.
3.18 ROACE ACHIEVEMENT FACTOR - is a percentage (expressed as a fraction
for purposes of the calculation of benefits under the Plan) provided in a
schedule or table or computed from a formula established by the Committee
in advance of a Performance Period, which corresponds to or is derived from
Deluxe's ROACE during the Performance Period as compared to the S&P 500
ROACE during a measurement period (which need not be the same as the
Performance Period); provided that the percentage shall be zero in the
event Deluxe's ROACE during the Performance Period is less than the
fiftieth (50th) percentile of the S&P 500 ROACE during the applicable S&P
500 measurement period.
3.19 S&P 500 - the company stock index reported by Standard & Poor's, Inc.,
also known as the Standard & Poor's 500 Company Stock Index."
3.20 UNITS - Restricted Stock Units, as defined in the Deluxe Corporation
Stock Incentive Plan.
4 ADMINISTRATION.
4.1 POWER AND AUTHORITY OF COMPENSATION COMMITTEE. The Plan shall be
administered by the Compensation Committee. The Compensation Committee
shall have full power and
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authority, subject to all the applicable provisions of the Plan and
applicable law, to (a) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it deems necessary or advisable for
the proper administration of the Plan, (b) construe, interpret and
administer the Plan and any instrument or agreement relating to the Plan,
(c) determine, from time to time, whether shares of Common Stock and/or
Units will be made available to Participants under the Plan, and (d) make
all other determinations and take all other actions necessary or advisable
for the administration of the Plan. Unless otherwise expressly provided in
the Plan, each determination made and each action taken by the Compensation
Committee pursuant to the Plan or any instrument or agreement relating to
the Plan shall be (x) within the sole discretion of the Compensation
Committee, (y) may be made at any time and (z) shall be final, binding and
conclusive for all purposes on all persons, including, but not limited to,
Participants and their legal representatives and beneficiaries, and
employees of the Company.
4.2 DELEGATION. The Compensation Committee may delegate its powers and
duties under the Plan to one or more officers of the Company or a committee
of such officers, subject to such terms, conditions and limitations as the
Compensation Committee may establish in its sole discretion; provided,
however, that the Compensation Committee shall not delegate its power (a)
to make determinations regarding officers or directors of the Company who
are subject to Section 16 of the 1934 Act; or (b) in such a manner as would
cause the Plan not to comply with the provisions of Section 162(m) of the
Code.
4.3 DETERMINATIONS MADE PRIOR TO EACH PERFORMANCE PERIOD. Prior to the
first day of April of each Performance Period (i.e., at any time ending on
or before the 90th day of each Performance Period), the Compensation
Committee shall:
a. designate all Participants (including designation as Executives or
Other Participants) for such Performance Period;
b. determine the measurement period to be used to calculate the ROACE of
the S&P 500 for purposes of determining the ROACE Achievement Factor;
c. establish the objective Performance Factors; provided that the
Performance Factors selected for Executives for any Performance Period
shall be based solely on ROACE and for each such Executive shall be
based upon the same table, schedule or formula (for determining the
ROACE Achievement Factor) selected by the Compensation Committee for
Executives for that Performance Period;
d. establish the applicable table, schedule or formula to be used in
determining the Individual Performance Achievement Factors for the
purpose of establishing the Individual Incentive Amounts for Other
Participants during the Performance Period;
e. establish the table, schedule or formula to be used in determining the
ROACE Achievement Factor for the Performance Period for the purpose of
establishing the incentive Pool Amount for that Performance Period;
and
f. determine the Maximum Incentive Pool Amount for the Performance Period
and Maximum Incentive for each Participant payable for such
Performance Period.
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4.4 CERTIFICATION. Following the close of each Performance Period and
prior to payment of any amount to any Participant under the Plan, the
Compensation Committee must certify in writing Deluxe's ROACE and resulting
Incentive Pool Amount for that Performance Period and certify as to be
attainment of all other factors (including the Performance Factors for a
Participant) upon which any payments to a Participant for that Performance
Period are to be based.
4.5 SHAREHOLDER APPROVAL. The material terms of this Plan shall be
disclosed to and approved by shareholders of the Company in accordance with
Section 162(m) of the Code. No amount shall be paid to any Participant
under this Plan unless such shareholder approval has been obtained.
5 INCENTIVE PAYMENT.
5.1 FORMULA.
a. EXECUTIVES. Each Executive shall receive a payment under this Plan
for a Performance Period in an amount not greater than such
Executive's Individual Incentive Amount for that Performance Period
(which amount may be reduced by the Compensation Committee pursuant to
Section 5.2(b) hereof); provided that, in no event shall such amount
be greater than the Executive's Maximum Incentive for that Performance
Period.
b. OTHER PARTICIPANTS. Each of the Other Participants shall receive a
payment under this Plan for a Performance Period in an amount equal to
such Other Participant's Individual Incentive Amount for that
Performance Period; provided, however that, with respect to such Other
Participants, the Compensation Committee may increase (which increased
payment may exceed an Other Participant's Maximum Incentive, but may
not exceed $800,000) or decrease such payment by taking into account
such individual's performance, competitive compensation and other
factors deemed relevant by the Compensation Committee, which factors
need not be based on the achievement of any of the Performance
Factors.
5.2 LIMITATIONS.
a. MINIMUM ROACE ACHIEVEMENT. In no event shall any Participant receive
any payment hereunder unless Deluxe's ROACE for a Performance Period
is at least equal to the 50th percentile of ROACE for companies
included in the S&P 500 for the measurement period determined by the
Compensation Committee.
b. DISCRETIONARY REDUCTION. The Compensation Committee shall retain sole
and full discretion to reduce by any amount the amount of any
incentive payment otherwise payable to any Participant under this
Plan, but may not increase the payment to any Executive for any
Performance Period above such Executive's Individual Incentive Amount
for such Performance Period.
c. CONTINUED EMPLOYMENT. Except as otherwise provided by the
Compensation Committee, no incentive payment under this Plan with
respect to a Performance Period shall be paid or owed to a Participant
whose employment terminates prior to the last day of such Performance
Period.
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d. MAXIMUM PAYMENTS. In no event shall the aggregate of all awards paid
under the Plan to all Participants for any Performance Period exceed
the Incentive Pool Amount for such Performance Period.
6 BENEFIT PAYMENTS.
6.1 TIME AND FORM OF PAYMENTS. Prior to the start of a Performance Period,
each Participant shall elect whether to receive benefits which may be paid
under the Plan in cash or in the form of shares of Common Stock or Units
(whichever is made available by the Compensation Committee to such
Participant in the Compensation Committee's sole discretion) or some
combination thereof. Participants who elect to receive some percentage of
the incentive payment in the form of cash shall be entitled to elect, at
the same time as the cash election is made, to defer such receipt in
accordance with the terms of any Company deferred compensation plan in
effect at the time and applicable to such cash payment. In the event a
Participant has elected to receive some percentage of the incentive payment
in the form of cash, and subject to any such deferred compensation
election, such cash incentive shall be paid as soon as administratively
feasible after the Compensation Committee has made the certifications
provided for in Section 4.4 above and otherwise determined the amount of
such Participant's incentive payment payable under this Plan. In the event
that a Participant chooses to receive some percentage of the incentive
payment in the form of shares or Units (as the case may be), in lieu of
cash (the "Share Dollar Amount"), the Participant shall be entitled to
receive shares of restricted Common Stock (or Units, as the case may be)
equal to 125% of the Share Dollar Amount pursuant to this Plan, based on
the fair market value of a share of Common Stock (as determined in
accordance with the terms of the Deluxe Corporation Stock Incentive Plan
[the "Stock Incentive Plan"]), as of the date such shares or Units are to
be issued or awarded, respectively, after the Compensation Committee has
made the certifications provided for in Section 4.4 above and otherwise
determined the amount of a Participant's incentive payment payable under
this Plan.
In the event a Participant has elected to receive some percentage of the
incentive payment in the form of shares of Common Stock or Units (as the
case may be), such shares or Units shall be issued or awarded,
respectively, pursuant to the Stock Incentive Plan to be approved by the
shareholders of the Company at the 1994 Annual Meeting of Shareholders,
which shares or Units shall be subject to such forfeiture rights and to
such restrictions regarding transfer as may be established by the
Compensation Committee; provided, however, that the individual share
limitation provided for in Section 4(d) of the Stock Incentive Plan shall
not apply to shares issued under this Plan. In the event that the Stock
Incentive Plan is not approved by the shareholders of the Company at the
1994 Annual Meeting of Shareholders, all incentive payments to be made
under this Plan shall be paid in cash.
6.2 NONTRANSFERABILITY. Except as otherwise determined by the Compensation
Committee, no right to any incentive payment hereunder, whether payable in
cash or other property, shall be transferable by a Participant otherwise
than by will or by the laws of descent and distribution; provided, however,
that if so determined by the Compensation Committee, a Participant may, in
the manner established by the Compensation Committee (i) designate a
beneficiary or beneficiaries to exercise the rights of the Participant and
receive any cash
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or property hereunder upon the death of the Participant, or (ii) transfer
any rights to any cash incentive payment hereunder to any member of such
Participant's "immediate family" (as such terms is defined in Rule 16a-1(e)
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or any successor rule or regulation) or
to a trust whose beneficiaries are members of such Participant's "immediate
family." No right to any incentive payment hereunder may be pledged,
alienated, attached or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and
unenforceable against the Company.
6.3 TAX WITHHOLDING. In order to comply with all applicable federal or
state income, social security, payroll, withholding or other tax laws or
regulations, the Compensation Committee may establish such policy or
policies as it deems appropriate with respect to such laws and regulations,
including without limitation, the establishment of policies to ensure that
all applicable federal or state income, social security, payroll,
withholding or other taxes, which are the sole and absolute responsibility
of the Participant, are withheld or collected from such Participant. In
order to assist a Participant in paying all or part of the federal and
state taxes to be withheld or collected upon receipt or payment of (or the
lapse of restrictions relating to) an incentive payment payable hereunder,
the Compensation Committee, in its sole discretion and subject to such
additional terms and conditions as it may adopt, may permit the Participant
to satisfy such tax obligation by (a) electing to have the Company withhold
a portion of the shares of Common Stock otherwise to be delivered upon
payment of (or the lapse of restrictions relating to) an incentive payment
hereunder with a fair market value equal to the amount of such taxes or (b)
delivering to the Company shares of Common Stock other than the shares
issuable upon payment of (or the lapse of restrictions relating to) such
incentive payment with a fair market value equal to the amount of such
taxes.
7 AMENDMENT AND TERMINATION; ADJUSTMENTS. Except to the extent prohibited by
applicable law and unless otherwise expressly provided in the Plan:
a. AMENDMENTS TO THE PLAN. The Board of Directors of the Company may
amend, alter, suspend, discontinue or terminate the Plan, without the
approval of the shareholders of the Company, except that no such
amendment, alteration, suspension, discontinuation or termination
shall be made that, absent such approval:
i. would cause Rule 16b-3 to become unavailable with respect to the
Plan; or
ii. would violate the rules or regulations of the New York Stock
Exchange, any other securities exchange or the National
Association of Securities Dealers, Inc. that are applicable to
the Company.
b. WAIVERS OF INCENTIVE PAYMENT CONDITIONS OR RIGHTS. The Compensation
Committee may waive any conditions of or rights of the Company under
any right to an incentive payment hereunder, prospectively or
retroactively.
c. LIMITATION ON AMENDMENTS TO INCENTIVE PAYMENT RIGHTS. Neither the
Compensation Committee nor the Company may amend, alter, suspend,
discontinue or terminate any rights to an incentive payment,
prospectively or retroactively,
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without the consent of the Participant or holder or beneficiary
thereof, except as otherwise herein provided.
d. CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The
Compensation Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan in the manner and to the
extent it shall deem desirable to carry the Plan into effect.
8 MISCELLANEOUS.
8.1 EFFECTIVE DATE. This Plan shall be deemed effective, subject to
shareholder approval, as of January 1, 1994.
8.2 TERM OF THE PLAN. Unless the Plan shall have been discontinued or
terminated, the Plan shall terminate on December 31, 1998. No right to
receive an incentive payment shall be granted after the termination of the
Plan. However, unless otherwise expressly provided in the Plan, any right
to receive an incentive payment theretofore granted may extend beyond the
termination of the Plan, and the authority of the Board of Directors and
Compensation Committee to amend or otherwise administer the Plan shall
extend beyond the termination of the Plan.
8.3 HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
8.4 APPLICABILITY TO SUCCESSORS. This Plan shall be binding upon and inure
to the benefit of the Company and each Participant, the successors and
assigns of the Company, and the beneficiaries, personal representatives and
heirs of each Participant. If the Company becomes a party to any merger,
consolidation or reorganization, this Plan shall remain in full force and
effect as an obligation of the Company or its successors in interest
(except to the extent modified by the terms of the Stock Incentive Plan
with respect to the shares of restricted Common Stock issued under Section
6.1 hereof).
8.5 EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS. The provisions of this
Plan shall not give any Participant any right to be retained in the
employment of the Company. In the absence of any specific agreement to the
contrary, this Plan shall not affect any right of the Company, or of any
affiliate of the Company, to terminate, with or without cause, any
Participant's employment at any time. This Plan shall not replace any
contract of employment, whether oral or written, between the Company and
any Participant, but shall be considered a supplement thereto. This Plan
is in addition to, and not in lieu of, any other employee benefit plan or
program in which any Participant may be or become eligible to participate
by reason of employment with the Company. No compensation or benefit
awarded to or realized by any Participant under the Plan shall be included
for the purpose of computing such Participant's compensation under any
compensation-based retirement, disability, or similar plan of the Company
unless required by law or otherwise provided by such other plan.
8.6 NO TRUST OR FUND CREATED. This Plan shall not create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any
10F-8
<PAGE>
affiliate and a Participant or any other person. To the extent that any
person acquires a right to receive payments from the Company or any
affiliate pursuant to this Plan, such right shall be no greater than the
right of any unsecured general creditor of the Company or of any affiliate.
8.7 GOVERNING LAW. The validity, construction and effect of the Plan or
any incentive payment payable under the Plan shall be determined in
accordance with the laws of the State of Minnesota.
8.8 SEVERABILITY. If any provision of the Plan is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction such provision
shall be construed or deemed amended to conform to applicable laws, or if
it cannot be so construed or deemed amended without, in the determination
of the Compensation Committee, materially altering the purpose or intent of
the Plan, such provision shall be stricken as to such jurisdiction, and the
remainder of the Plan shall remain in full force and effect.
8.9 QUALIFIED PERFORMANCE-BASED COMPENSATION. All of the terms and
conditions of the Plan shall be interpreted in such a fashion as to qualify
all compensation paid hereunder as "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code.
10F-9
<PAGE>
EXHIBIT 13
DOCUMENTS INCORPORATED BY REFERENCE
1994 ANNUAL REPORT TO SHAREHOLDERS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
(Dollars in Thousands Except per
Share Amounts) 1994 1993 Change
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $1,747,920 $1,581,767 10.5%
Net income 140,866 141,861 (.7%)
Return on sales 8.1% 9.0%
Per share 1.71 1.71
Return on average shareholders' equity 17.4% 17.4%
Cash dividends paid 120,503 117,945 2.2%
Per share 1.46 1.42 2.8%
Shareholders' equity 814,393 801,249 1.6%
Book value per share 9.89 9.66 2.4%
Average common shares outstanding (thousands) 82,400 82,936
Number of shareholders 22,436 23,084
Number of employees 18,903 17,748 6.5%
</TABLE>
Graph Data
<TABLE>
<CAPTION>
Net Sales Net Income Cash Dividends
(Dollars in Millions) per Share per Share
(Dollars) (Dollars)
<S> <C> <C> <C> <C> <C>
1994 $1,748 1994 $1.71 1994 $1.46
1993 $1,582 1993 $1.71 1993 $1.42
1992 $1,534 1992 $2.42 1992 $1.34
1991 $1,474 1991 $2.18 1991 $1.22
1990 $1,414 1990 $2.03 1990 $1.10
</TABLE>
13-1
<PAGE>
FINANCIAL REVIEW
This section reports on Deluxe's financial condition for the past two fiscal
years and its operating results for the past three fiscal years. During the past
decade, the Company has had a compound annual growth rate of 9.9% in sales, 7.4%
in cash flow, 4.8% in net income, 5.5% in net income per share, 10.5% in book
value, and 14.1% in cash dividends per share.
In 1994, sales increased 10.5%, while net income decreased .7%. The return on
sales was 8.1%, down from last year's 9.0%, and the return on average assets was
11.2%, compared to last year's 11.6%. Return on average shareholders' equity was
17.4% in 1994 and 1993.
Deluxe's financial condition continues to be strong. The current ratio on
December 31, 1994, decreased to 1.4 to 1, from 1.8 to 1 on December 31, 1993,
due primarily to acquisitions. The percentage of long-term debt to shareholders'
equity at year end was 13.6%, compared to 13.8% on December 31, 1993, with
shareholders' equity increasing to $814.4 million from $801.2 million.
Contents
Eleven-Year Summary, 22
Management's Discussion and Analysis, 24
Management's Responsibility for Financial Reporting, 27
Consolidated Balance Sheets, 28
Consolidated Statements of Income, 30
Consolidated Statements of Cash Flows, 31
Notes to Consolidated Financial Statements, 32
Independent Auditors' Report, 39
Summarized Quarterly Financial Data, 39
13-2
<PAGE>
ELEVEN-YEAR SUMMARY
<TABLE>
<CAPTION>
(Dollars in Thousands Except per Share Amounts) 1994 1993 1992 1991
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $1,747,920 $1,581,767 $1,534,351 $1,474,482
Salaries and wages 522,654 491,868 456,893 444,987
Employee profit sharing and pension plan expense 59,668 61,162 60,307 55,410
Employee bonus and stock purchase discount expense 22,178 20,215 25,494 22,417
Provision for income taxes 100,020 94,052 121,999 112,591
Net income 140,866 141,861 202,784 182,902
Return on sales 8.06% 8.97% 13.22% 12.40%
Per share 1.71 1.71 2.42 2.18
Return on average shareholders' equity 17.44% 17.40% 25.70% 25.69%
Cash dividends paid 120,503 117,945 112,483 102,512
Per share 1.46 1.42 1.34 1.22
Shareholders' equity 814,393 801,249 829,808 747,976
Book value per share 9.89 9.66 9.90 8.91
Additions to machinery and equipment 86,411 45,675 52,598 48,605
Additions to realty and leaseholds 39,815 16,435 19,013 23,896
Depreciation and amortization expense 86,416 72,320 66,615 75,976
Working capital increase (decrease) (94,086) (162,387) 55,975 185,879
Total assets 1,256,272 1,251,994 1,199,556 1,099,059
Return on average assets 11.23% 11.57% 17.64% 18.08%
Long-term debt 110,867 110,755 115,522 110,575
Average common shares outstanding (thousands) 82,400 82,936 83,861 84,005
Number of employees 18,903 17,748 17,400 17,563
Number of production and service facilities 74 73 85 82
Facility area--square feet (thousands) 4,813 4,623 5,454 5,238
</TABLE>
Graph Data
<TABLE>
<CAPTION>
Return on Average Return on Average
Net Income Assets Shareholders' Equity
(Dollars in Millions) (Percent) (Percent)
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1994 $140.9 1994 11.23 1994 17.44
1993 $141.9 1993 11.57 1993 17.40
1992 $202.8 1992 17.64 1992 25.70
1991 $182.9 1991 18.08 1991 25.69
1990 $172.2 1990 19.44 1990 26.36
1989 $152.6 1989 18.69 1989 25.47
1988 $143.4 1988 17.35 1988 27.08
1987 $148.5 1987 19.45 1987 32.86
1986 $121.1 1986 20.50 1986 31.57
1985 $104.2 1985 21.73 1985 31.91
1984 $87.8 1984 20.87 1984 30.07
</TABLE>
13-3
<PAGE>
<TABLE>
<CAPTION>
1990 1989 1988 1987 1986 1985 1984
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$1,413,553 $1,315,828 $1,195,971 $948,010 $866,829 $764,421 $682,823
417,193 393,339 367,302 300,225 272,526 246,735 222,586
52,314 48,423 44,398 39,567 36,630 33,369 31,086
20,598 17,876 13,698 13,686 12,702 10,802 9,304
110,345 93,691 83,288 88,137 101,891 87,692 75,219
172,161 152,631 143,354 148,512 121,109 104,215 87,816
12.18% 11.60% 11.99% 15.67% 13.97% 13.63% 12.86%
2.03 1.79 1.68 1.74 1.42 1.22 1.00
26.36% 25.47% 27.08% 32.86% 31.57% 31.91% 30.07%
93,109 83,679 73,392 64,849 49,630 42,055 34,130
1.10 .98 .86 .76 .58 .49 .39
675,792 630,643 567,731 490,820 413,132 354,083 299,106
8.04 7.40 6.65 5.77 4.85 4.14 3.48
49,233 55,658 59,252 45,868 27,733 34,285 23,262
14,722 32,764 19,634 15,841 9,529 3,759 7,279
74,050 67,340 59,846 45,462 32,079 25,953 23,479
50,176 42,063 30,601 (121,582) (23,066) 25,556 8,793
923,902 847,002 786,110 866,270 660,969 520,740 438,430
19.44% 18.69% 17.35% 19.45% 20.50% 21.73% 20.87%
11,911 10,169 10,933 12,886 14,152 13,036 8,634
84,638 85,346 85,255 85,242 85,487 85,769 87,565
17,174 16,948 16,628 15,346 13,502 12,669 10,945
81 79 77 74 70 68 65
5,060 4,980 4,650 4,180 3,450 3,216 3,050
</TABLE>
Graph Data
<TABLE>
<CAPTION>
Shareholders' Equity Working Capital Facility Area
(Dollars in Millions) (Dollars in (Millions of
Millions) Square Feet)
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1994 $814 1994 $130.4 1994 4.81
1993 $801 1993 $224.5 1993 4.62
1992 $830 1992 $386.9 1992 5.45
1991 $748 1991 $330.9 1991 5.24
1990 $676 1990 $145.0 1990 5.06
1989 $631 1989 $94.8 1989 4.98
1988 $568 1988 $52.8 1988 4.65
1987 $491 1987 $22.2 1987 4.18
1986 $413 1986 $143.8 1986 3.45
1985 $354 1985 $166.8 1985 3.22
1984 $299 1984 $141.3 1984 3.05
</TABLE>
13-4
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERALL SUMMARY
1994 was the 56th consecutive year of increased sales for Deluxe. The sales
growth of 10.5% was the result of rapid growth in the Company's newer
businesses, offset partially by a decline in financial institution check
printing revenue. As a result of the growth in the newer businesses, 1994 was
the first year in the Company's history that financial institution check
printing accounted for less than half of consolidated revenues. 1994 net income
was $140.9 million, compared to net income of $141.9 million in 1993. The
results for 1993 included a $49 million restructuring charge. $10 million of
that charge was reversed in 1994. Earnings per share were $1.71 in both 1994 and
1993. Return on average assets for 1994 was 11.2%, compared to 11.6% for 1993.
Return on average shareholders' equity was 17.4% in both 1994 and 1993.
RESULTS OF OPERATIONS
The following table sets forth, for the years indicated, the percentage
relationship to revenue of certain items in the Company's consolidated
statements of operations and the percentage changes of such items in comparison
to the prior year.
<TABLE>
<CAPTION>
PERCENTAGE OF DOLLAR
PERCENTAGE OF REVENUE INCREASE/(DECREASE)
1994 1993
VS VS
1994 1993 1992 1993 1992
-------------------------------------------------------------------------------
<C> <C> <C> <S> <C> <C>
100% 100% 100% Net sales 10.5% 3.1%
54.1 53.8 54.2 Gross margin 11.1 2.4
36.1 30.9 27.7 Selling, general, and administrative 28.9 15.5
4.7 5.1 5.6 Employee sharing 0.6 (5.2)
(0.2) 0.3 0.2 Other expense/income (net) (167.9) 59.4
5.7 6.0 8.0 Provision for income taxes 6.3 (22.9)
8.1 9.0 13.2 Net income (0.7) (30.0)
</TABLE>
NET SALES Net sales for the Payment Systems segment increased 1.3% to $1,082.6
million in 1994. Order counts for financial institution check printing
increased slightly over 1993; however, continued discounting resulted in a
reduction in revenues of 4.7%. The decline was more than offset by the 35.0%
growth of the Electronic Payments division. A portion of the growth was
attributable to the acquisitions of National Revenue Corporation in the second
quarter and The Software Partnership Ltd. in the third quarter. The Business
Systems segment recorded revenue of $335.5 million, an increase of 41.0% in
1994. The majority of this growth was the result of PaperDirect, Inc., which
the Company acquired late in the third quarter of 1993, and the growth of the
United Kingdom and Canadian operations. The Consumer Specialty segment's
revenue increased 20.0% to $329.8 million in 1994. A large portion of this
increase was due to the continued growth in the direct mail check printing
market.
Net sales for the Payment Systems segment decreased from $1,096.6 million in
1992 to $1,068.9 million in 1993, or (2.5%), primarily due to continued
industrywide price discounting in the financial institution check market and
rapid growth of the direct marketing channel for checks. Offsetting the decline
in financial institution check printing sales was a combined increase of 14.7%
in revenues from the Company's three Electronic Payment Systems subsidiaries:
Deluxe Data Systems, Inc., ChexSystems, Inc., and Electronic Transaction
Corporation. The Business Systems segment experienced a growth in sales from
$196.0 million in 1992 to $237.9 million in 1993, or 21.3%. A portion of the
growth was attributable to the acquisitions of Nelco, Inc. (December 1992),
PaperDirect (September 1993), and Stockforms Ltd. (September 1993). Sales
increased from $241.7 million in 1992 to $275.0 million in
13-5
<PAGE>
1993, or 13.8%, in the Consumer Specialty Products segment, due to the growth in
the direct market for checks combined with strong performance in the social
expression market.
GROSS MARGIN Payment Systems gross margins increased to 55.5% in 1994, compared
to 54.5% in 1993. This improvement was the result of the Company's 1993 plant
closings, and occurred despite continued discounting in the financial
institution check printing market. Margin percentages for the Business Systems
Division suffered slightly, due primarily to the lower economies of scale for
the start-up businesses in the United Kingdom and Canada. Margins for the
Consumer Specialty segment improved to 53.4% from 51.5%, due to increased sales
for higher margin products.
1993 gross margins for Payment Systems were negatively impacted by the
industrywide price discounting in the financial institution check printing
market. Offsetting this trend were production efficiencies that resulted from
the Company's restructuring efforts initiated during the second quarter of 1993.
Gross margins for Business Systems and Consumer Specialty Products increased
modestly from 1992, due primarily to decreases in paper prices.
SELLING, GENERAL, AND ADMINISTRATIVE Selling, general, and administrative
expenses increased $141.4 million, or 28.9%, in 1994. The Business Systems
segment's expenses increased approximately $66.7 million, primarily due to the
acquisition of PaperDirect, Inc. The Consumer Specialty Products segment
increased its selling expense by approximately $32.2 million, primarily due to
increased advertising. The remaining increase is primarily related to increased
costs associated with acquisitions, international operations, and re-engineering
projects.
1993 selling, general, and administrative expenses increased $65.8 million, or
15.5%, from 1992. The largest portion of the increase in these expenses was due
to an increase in marketing and advertising costs of approximately $24.5
million. Such amounts were expended to increase or maintain market share in
each of the three business segments. In addition, research and development costs
increased $10.2 million over 1992 as the Company made investments to develop
printing efficiencies, including its new water-washable lithographic ink.
EMPLOYEE SHARING A portion of employee sharing includes benefits paid to
employees that are based on the Company's profitability. Other components
fluctuate with the number of Company employees. The slight increase to $81.8
million in 1994 from $81.4 million in 1993 resulted from an increase in
employees. The decrease in 1993 from $85.8 million in 1992 was the result of
the decline in earnings from 1992 to 1993.
OTHER EXPENSE/INCOME (NET) Other expense was $2.8 million in 1994, compared to
other income of $4.1 million in 1993. The decline is due primarily to an
increase in interest expense and a decrease in investment and other income.
Interest expense increased as the Company incurred short-term borrowing during
the second half of 1994. Investment and other income decreased due to the
liquidation of many of the Company's short-term investments and the absence of
insurance gains that were realized in 1993. The short-term borrowing and the
marketable security liquidation financed the Company's 1994 acquisitions.
Other income of $4.1 million in 1993 increased from $2.6 million in 1992,
primarily due to insurance gains on flood damaged property. These were offset
partially by a decrease in investment income due to the decrease in marketable
securities and lower interest rates in 1993.
13-6
<PAGE>
PROVISION FOR INCOME TAXES The Company's effective tax rate increased to 41.5%
in 1994, due primarily to an increase in non-deductible amortization of
intangibles resulting from acquisitions and foreign losses for which no current
tax benefit is available.
The Company experienced lower income tax expense in 1993 than it did in 1992,
due to lower taxable income. However, the effective tax rate increased from
37.6% in 1992 to 39.9% in 1993. In August 1993, the U.S. government increased
the corporate income tax rate to 35%, retroactive to January 1, 1993. The change
in the Federal statutory tax rate and an increase in non-deductible amortization
of intangibles related to acquisitions were the principal causes for the higher
1993 effective tax rate.
RESTRUCTURING During the second quarter of 1993, the Company announced a
formal restructuring plan to close 16 of its check printing plants. The
closings resulted from the absence of growth in the financial institution check
market and production efficiencies gained from the Company's improved check
printing technology. As part of the restructuring, the Company recorded a one-
time charge of $49 million. By the end of 1994, the Company had substantially
completed the plant closings. During the third quarter of 1994, the Company
reduced the restructuring accrual by $10 million, as several costs included in
the 1993 charge were not incurred.
The balance of the reserve at December 31, 1994, represents specifically
identified, incremental employee severance and asset impairment and disposal
costs to be incurred in 1995 as a result of the closings. The production
efficiencies gained by the restructuring have positively impacted the gross
margins of the Company's Paper Payment division.
NET INCOME 1994 net income decreased slightly from 1993. The restructuring of
the Company's check printing operations affected both year's net income. The
efficiencies gained from the 1993 restructuring have positively impacted the
Company's earnings. However, the benefits from the restructuring have been
offset by continued industrywide discounts to financial institution customers.
In addition, selling, general, and administrative expenses have increased
disproportionally to sales as the Company incurs expenses related to
acquisitions, start-up businesses, and re-engineering projects.
In addition to the factors discussed above, the principal reason for lower
earnings from 1992 to 1993 is the $49 million restructuring charge the Company
recorded during 1993.
FINANCIAL CONDITION
LIQUIDITY Cash provided by operations was $193.8 million in 1994, compared to
$223.7 million in 1993 and $281.0 million in 1992. This represents the Company's
primary source of working capital for financing capital expenditures and
acquisitions and for paying cash dividends. The 1994 decline is primarily the
result of the Company's cash expenditures related to the check printing
restructuring. The decline in 1993 is primarily the result of lower net income
in 1993 than in the preceding two years. Working capital was $130.4 million as
of December 31, 1994, compared to $224.5 million and $386.9 million on that date
in 1993 and 1992, respectively. The year-end current ratio for 1994 was 1.4 to
1, compared to 1.8 to 1 and 2.7 to 1 for 1993 and 1992, respectively. The
declines in working capital and current ratio resulted from the Company's
acquisitions and 1993 restructuring charge.
CAPITAL RESOURCES In 1994, the Company made several acquisitions at an
aggregate cost of $53.8 million. The companies acquired are rapidly growing
small and medium companies in the Business Systems and Electronic Payment
Systems divisions.
13-7
<PAGE>
In 1993, the Company acquired all of the capital stock of PaperDirect, Inc., a
direct mail marketer of specialty papers and related products to the desktop
publishing industry, for $90 million in cash. In addition, the Company agreed to
pay $9 million over three years for a covenant not to compete. The Company also
agreed to make payments of up to $16 million per year over the four-year period
ending December 31, 1996, contingent upon the results of PaperDirect's
operations over the course of that period. On September 30, 1993, the Company
completed its acquisition of Stockforms Ltd., a supplier of accounting software
forms based in the United Kingdom, by purchasing the remaining 75% of its assets
for approximately $11.7 million. (The Company had purchased the initial 25%
during the third quarter of 1992 for approximately $3 million.)
Purchases of property, plant, and equipment required cash outlays of $126.2
million in 1994, compared to $61.0 million in 1993 and $64.1 million in 1992.
The Company anticipates capital expenditures of $125 million in 1995 for new
electronic payment systems opportunities and further enhancements to printing
capabilities.
The Company has uncommitted bank lines of credit for $130 million. Beginning in
June 1994, the Company began borrowing from those lines. The average amount
drawn from June through the end of the year was $12.5 million at a weighted
average interest rate of 5.13%. The maximum daily borrowing was $35.0 million.
In addition, the Company has in place a $150 million committed line of credit as
support for commercial paper, which will be available for issue in 1995. These
varying credit facilities are in place to provide short-term financing for
acquisitions. It is not the Company's intention to utilize all sources
concurrently.
Cash dividends totaled $120.5 million in 1994, compared to $117.9 million in
1993 and $112.5 million in 1992. The payout of earnings was 85.5% in 1994,
83.1% in 1993, and 55.5% in 1992. In August 1989, the Company's Board of
Directors authorized repurchases of up to approximately 10 million shares of its
currently outstanding stock, providing that such repurchases do not reduce
outstanding shares below 75 million.
OUTLOOK The past two years have not resulted in profits at levels consistent
with the Company's historical profitability. During this period, the Company
has initiated a fundamental repositioning of its business. Efficient new
printing technologies, new sales and product strategies, and permanent and
ongoing cost reductions have been implemented, affecting the traditional
financial institution (FI) check printing business. This business has been
negatively affected in recent years by industrywide price discounting and a
shift to direct mail checks. Management expects FI check printing to continue
to generate strong profitability and cash flows. The Company has also
strengthened the profitability of newer businesses. These businesses include
direct mail checks, electronic payment services, and business forms. 1994
resulted in double-digit revenue growth in each of the Company's newer
divisions: Electronic Payment Systems, Business Systems, and Consumer Specialty
Products. These businesses accounted for 51.4% of consolidated revenue in 1994,
up from 43.6% in 1993. The Company's objective in making acquisitions has been
to acquire newer companies in fast-growing markets, in order to increase
revenues and provide additional products and services to its existing customers
and customers in new markets.
13-8
<PAGE>
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying consolidated financial statements and related information are
the responsibility of management. They have been prepared in conformity with
generally accepted accounting principles and include amounts that are based on
our best estimates and judgments under the existing circumstances. The
financial information contained elsewhere in this Annual Report is consistent
with that in the consolidated financial statements.
The Company maintains internal accounting control systems that are adequate to
provide reasonable assurance that the assets are safeguarded from loss or
unauthorized use. These systems produce records adequate for preparation of
financial information. We believe the Company's systems are effective, and the
cost of the systems does not exceed the benefits obtained.
The Audit Committee has reviewed all financial data included in this report. The
Audit Committee is composed entirely of outside directors and meets periodically
with the internal auditors, management, and the independent public accountants
on financial reporting matters. The independent public accountants have free
access to meet with the Audit Committee, without the presence of management, to
discuss their audit results and opinions on the quality of financial reporting.
The role of independent public accountants is to render an independent,
professional opinion on management's consolidated financial statements to the
extent required by generally accepted auditing standards.
Deluxe recognizes its responsibility for conducting its affairs according to the
highest standards of personal and corporate conduct. It has distributed to all
employees a statement of its commitment to conducting all Company business in
accordance with the highest ethical standards.
/s/ Harold V. Haverty /s/ Charles M. Osborne
Harold V. Haverty Charles M. Osborne
Chairman, President, and Senior Vice President and
Chief Executive Officer Chief Financial Officer
February 10, 1995
<PAGE>
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
December 31 (Dollars in Thousands) 1994 1993
------------------------------------------------------------------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $29,139 $114,103
Marketable securities 49,109 107,705
Trade accounts receivable 142,087 123,119
Inventories:
Raw material 25,198 18,260
Semi-finished goods 26,046 21,155
Finished goods 36,976 29,989
Supplies 15,749 15,915
Deferred advertising 27,770 26,080
Deferred income taxes 25,647 28,914
Prepaid expenses and other current assets 43,145 37,123
------------------------------------------------------------------------
Total current assets 420,866 522,363
LONG-TERM INVESTMENTS 45,091 34,815
PROPERTY, PLANT, AND EQUIPMENT
Land 38,286 32,706
Buildings and improvements 284,131 261,974
Machinery and equipment 544,092 483,853
Construction in progress 3,225 1,360
------------------------------------------------------------------------
Total 869,734 779,893
Less accumulated depreciation 407,916 378,252
------------------------------------------------------------------------
Property, plant, and equipment--net 461,818 401,641
INTANGIBLES
Cost in excess of net assets acquired--net 284,420 246,104
Other intangible assets--net 44,077 47,071
------------------------------------------------------------------------
Total intangibles 328,497 293,175
------------------------------------------------------------------------
Total assets $1,256,272 $1,251,994
------------------------------------------------------------------------
------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements
13-10
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
December 31 (Dollars in Thousands) 1994 1993
------------------------------------------------------------------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $65,033 $50,424
Accrued liabilities:
Wages, including vacation pay 50,366 45,584
Employee profit sharing and pension 57,915 59,560
Restructuring costs 5,420 35,489
Accrued rebates 28,741 26,473
Income taxes 5,394 3,847
Other 61,893 69,527
Short-term debt 11,219
Long-term debt due within one year 4,479 6,967
------------------------------------------------------------------------
Total current liabilities 290,460 297,871
LONG-TERM DEBT 110,867 110,755
DEFERRED INCOME TAXES 40,552 42,119
SHAREHOLDERS' EQUITY
Common shares $1 par value
(authorized: 500,000,000 shares;
issued: 1994--82,374,771 shares
1993--82,548,627 shares) 82,375 82,549
Additional paid-in capital 1,694 341
Retained earnings 732,158 719,046
Unearned compensation (149)
Net unrealized change--marketable securities (2,054)
Cumulative translation adjustment 369 (687)
------------------------------------------------------------------------
Shareholders' equity 814,393 801,249
------------------------------------------------------------------------
Total liabilities and shareholders'
equity $1,256,272 $1,251,994
------------------------------------------------------------------------
------------------------------------------------------------------------
</TABLE>
13-11
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
(Dollars in Thousands Except per Share Amounts)
-----------------------------------------------
Years Ended December 31 1994 1993 1992
-----------------------------------------------------------------------------
<S> <C> <C> <C>
NET SALES $1,747,920 $1,581,767 $1,534,351
-----------------------------------------------------------------------------
OPERATING EXPENSES
Cost of sales 801,884 730,436 702,969
Selling, general, and administrative 630,531 489,127 423,362
Employee profit sharing and pension 59,668 61,162 60,307
Employee bonus and stock purchase discount 22,178 20,215 25,494
Restructuring charge (credit) (10,000) 49,000
-----------------------------------------------------------------------------
Total 1,504,261 1,349,940 1,212,132
-----------------------------------------------------------------------------
Income from operations 243,659 231,827 322,219
OTHER INCOME (EXPENSE)
Investment and other income 8,532 14,362 17,935
Interest expense (11,305) (10,276) (15,371)
-----------------------------------------------------------------------------
Income before income taxes 240,886 235,913 324,783
-----------------------------------------------------------------------------
PROVISION FOR INCOME TAXES 100,020 94,052 121,999
-----------------------------------------------------------------------------
NET INCOME $140,866 $141,861 $202,784
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
NET INCOME PER COMMON SHARE--Based on
average number of shares outstanding $1.71 $1.71 $2.42
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
CASH DIVIDENDS PER COMMON SHARE $1.46 $1.42 $1.34
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements
13-12
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Dollars in Thousands
Years Ended December 31 1994 1993 1992
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $140,866 $141,861 $202,784
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 59,864 55,145 54,000
Amortization of intangibles 26,552 17,175 12,615
Stock purchase discount 8,369 8,537 7,975
Deferred income taxes 4,689 (16,111) (2,677)
Changes in assets and liabilities, net of effects from acquisitions:
Restructuring costs (30,068) 35,489
Trade accounts receivable (13,516) (160) (6,816)
Inventories (17,993) (11,696) 1,990
Accounts payable 12,283 (6,885) 5,633
Other assets and liabilities 2,772 327 5,499
----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 193,818 223,682 281,003
----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of marketable securities with maturities of more than 3 months (13,115) (119,339) (114,619)
Proceeds from sales of marketable securities with maturities of more than 3 months 49,326 149,805 99,454
Net reductions of (additions to) marketable securities with maturities of 3 months or less 20,000 (32,100) 3,000
Purchases of long-term investments (5,000) (14,060) (5,809)
Purchases of property, plant, and equipment (126,226) (60,990) (64,114)
Payments for acquisitions, net of cash acquired (53,796) (110,136)
Other (17,933) (9,044) (9,254)
----------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (146,744) (195,864) (91,342)
----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt (8,230) (10,260) (1,586)
Payments to retire common stock (39,638) (89,172) (57,025)
Proceeds from issuing stock under employee plans 25,114 28,490 32,208
Cash dividends paid to shareholders (120,503) (117,945) (112,483)
Proceeds from short-term debt 11,219
----------------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (132,038) (188,887) (138,886)
----------------------------------------------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (84,964) (161,069) 50,775
----------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR $114,103 $275,172 $224,397
----------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $29,139 $114,103 $275,172
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Supplementary cash flow disclosure:
Interest paid $10,446 $11,772 $15,682
Income taxes paid 94,395 119,859 130,041
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements
13-13
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the accounts of the Company and
all wholly owned subsidiaries.
MARKETABLE SECURITIES - Marketable securities consist of debt and equity
securities. All securities on December 31, 1994, are classified as available
for sale and are carried at fair value, with the unrealized gains and losses,
net of tax, reported as a separate component of shareholders' equity. Realized
gains and losses and permanent declines in value are included in investment
income. The cost of securities sold is determined using the specific
identification method.
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt
and Equity Securities." Prior to adopting SFAS No. 115, securities were carried
at cost. The fair value of such securities, based on quoted market prices at
December 31, 1993, was $107,705,000. The effect of adopting SFAS No. 115 was
immaterial to the financial statements.
INVENTORY - Substantially all inventory is included at the lower of cost, on the
last-in, first-out (LIFO) method, or market. LIFO inventories at December 31,
1994 and 1993, were approximately $8,923,000 and $9,380,000, respectively, less
than replacement cost.
PROPERTY, PLANT, AND EQUIPMENT - Property, plant, and equipment are stated at
cost. Buildings with 40-year lives and machinery and equipment with lives of
five to 11 years are generally depreciated using accelerated methods. Leasehold
and building improvements are depreciated on a straight-line basis over the
estimated useful life of the property or the life of the lease, whichever is
shorter.
INTANGIBLES - Intangibles are shown in the balance sheet net of amortization
determined on the straight-line basis. Amortization periods range from five to
30 years for cost in excess of net assets acquired, and three to 16 years for
other intangibles. Total intangibles are as follows at December 31 (dollars in
thousands):
<TABLE>
<CAPTION>
1994 1993
-----------------------------------------------------------------
<S> <C> <C>
Cost in excess of net assets acquired $329,512 $279 467
Other intangible assets 86,821 76 924
-------------------------
Total $416,333 $356 391
Less accumulated amortization (87,836) (63,216)
-------------------------
Intangibles - net $328,497 $293,175
-----------------------------------------------------------------
-----------------------------------------------------------------
</TABLE>
The Company continually evaluates the recoverability of intangible assets by
measuring the unamortized balance of intangibles against expected future cash
flows or an estimate of fair value, if applicable. Based on these evaluations,
there were no adjustments to the carrying value of intangible assets in 1994 or
1993.
LONG-TERM INVESTMENTS - Long-term investments consist principally of cash
surrender values of insurance contracts, investments with maturities in excess
of one year, and notes receivable. Such investments are carried at cost or
amortized cost which approximate their fair value. Fair values are
13-14
<PAGE>
estimated using discounted cash flow analyses based on current market interest
rates for similar types of investments.
INCOME TAXES - Deferred income taxes result from temporary differences between
the bases of assets and liabilities recognized for financial reporting purposes
and such bases recognized for tax purposes.
ACCRUED REBATES - The Company enters into contractual agreements for rebates on
certain products with its customers. Such amounts are recorded as a reduction to
arrive at net sales, and accrued on the balance sheet as incurred.
DEFERRED ADVERTISING - The Company defers certain costs related to direct-
response advertising of its products. Such costs are amortized over periods
(generally less than 12 months) that correspond to the estimated revenue stream
of the individual advertising activity. The total amount charged to expense for
1994, 1993, and 1992 was $130,512,000, $74,882,000, and $51,037,000,
respectively.
TRANSLATION ADJUSTMENT - Financial position and results of operations of the
Company's international subsidiaries are measured using local currencies as the
functional currency. Assets and liabilities of these operations were translated
at the exchange rate in effect at the balance sheet date. Income statement
accounts were translated at the average exchange rate during the year.
Translation adjustments arising from the use of differing exchange rates from
period to period are included in the cumulative translation adjustment line in
the shareholders' equity section of the balance sheet. Gains and losses that
result from foreign currency transactions are included in earnings.
CONSOLIDATED STATEMENTS OF CASH FLOWS - The Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents. The carrying amount reported in the balance sheet for cash and
cash equivalents approximates fair value.
2. RESTRUCTURING CHARGE
In June 1993, the Company announced its plans to consolidate its financial
institution check printing operations by closing 16 underutilized check printing
plants. These closings resulted from the absence of growth in the financial
institution check market and production efficiencies gained from the Company's
improved check printing technology. In conjunction with the consolidation, the
Company recorded a one-time pretax restructuring charge of $60 million (reduced
to $49 million in the fourth quarter 1993). The majority of the charge consisted
of estimated costs for employee severance and relocation ($36.3 million), and
the disposition of assets affected by the consolidation ($9.1 million).
During 1994, the Company substantially completed its restructuring plan without
incurring certain costs that were included in the 1993 charge. As a result, the
Company recorded a $10 million credit to reduce its restructuring accrual. The
balance of the reserve at December 31, 1994, represents specifically identified,
incremental employee severance and asset impairment and disposal costs to be
incurred as a result of the closings. The cash payments relating to these costs
are expected to be made in 1995.
13-15
<PAGE>
3. ACQUISITIONS
During 1994, the Company acquired all of the outstanding stock of National
Revenue Corporation, a collection services company; T/Maker Company, a developer
and publisher of image content software; The Software Partnership Ltd., a United
Kingdom-based developer of open systems architecture for large financial
institutions; and the assets of Pacific Medsoft, a developer of software for
medical professionals. The total paid for all of these acquisitions was $53.8
million. Each acquisition was accounted for using the purchase method.
Accordingly, the purchase price was allocated to assets acquired based on their
fair values. The total cost in excess of net assets acquired for all of these
acquisitions of $48.6 million is being amortized over periods ranging from 10 to
25 years. The combined effect of these acquisitions did not have a material pro
forma impact on operations.
On September 24, 1993, the Company acquired all of the outstanding capital stock
of PaperDirect, Inc., a direct mail marketer of specialty papers and related
products to the desktop publishing industry, for $90 million in cash. In
addition, the Company agreed to pay $9 million over three years for a covenant
not to compete. The Company may be required to make additional payments of up to
$16 million per year over a period ending December 31, 1996, contingent upon the
results of PaperDirect's operations over the course of that period. Based on
PaperDirect's 1993 operating results, the Company paid $16 million to
PaperDirect's former shareholders in 1994. The acquisition was accounted for
using the purchase method. Accordingly, the purchase price was allocated to
assets acquired based on their estimated fair values. This treatment resulted in
approximately $100 million of cost in excess of net assets acquired. Such excess
(which will increase for any future contingent cash payment) is being amortized
on a straight-line basis over 30 years. 1993 consolidated results include
PaperDirect's results of operations from the date of acquisition through the end
of the year.
The following summarized, unaudited pro forma results of operations for the
years ended December 31, 1993 and 1992, assume the acquisition occurred as of
the beginning of the respective periods (dollars in thousands except per share
amounts):
<TABLE>
<CAPTION>
-------------------------------------------------------
1993 1992
-------------------------------------------------------
<S> <C> <C>
Net sales $1,624,868 $1,561,192
-------------------------------------------------------
Net income 141,193 196,112
-------------------------------------------------------
Net income per common share $1.70 $2.34
-------------------------------------------------------
</TABLE>
On September 30, 1993, the Company completed its acquisition of Stockforms Ltd.,
a supplier of accounting software forms based in the United Kingdom, by
purchasing the remaining 75% of its assets for approximately $11.7 million. (The
Company had purchased the initial 25% during 1992 for approximately $3 million.)
The acquisition was accounted for using the purchase method. Accordingly, the
purchase price was allocated to assets acquired based on their fair values. The
total cost in excess of net assets acquired of $13.9 million is being amortized
on a straight-line basis over 20 years.
13-16
<PAGE>
4. MARKETABLE SECURITIES
On December 31, 1994, marketable securities available for sale consist of the
following (dollars in thousands):
<TABLE>
<CAPTION>
Unrealized
Cost Holding Loss Fair Value
-----------------------------------------
<S> <C> <C> <C>
Debt securities issued by the U.S. $30,560 $1,859 $28,701
Treasury and other government
agencies
Debt securities issued by states of 20,638 230 20,408
the U.S. and political subdivisions
of the states
-----------------------------------------
Total marketable securities 51,198 2,089 49,109
Other debt securities (included 25,795 1,072 24,723
in cash equivalents)
-----------------------------------------
Total $76,993 $3,161 $73,832
-----------------------------------------
-----------------------------------------
</TABLE>
Debt securities with a cost of $45,184,000 and a December 31, 1994, market value
of $43,917,000 mature in 1995. All other securities with a total cost of
$31,809,000 and a December 31, 1994, market value of $29,915,000 mature by 1999.
Proceeds from sales of securities available for sale were $73,326,000 during
1994. The Company realized losses of $502,000 on these sales.
5. PROVISION FOR INCOME TAXES
The components of the provision for income taxes are as follows (dollars in
thousands):
<TABLE>
<CAPTION>
1994 1993 1992
------------------------------
<S> <C> <C> <C>
Current tax provision:
Federal $80,215 $89,650 $106,818
State 13,445 17,477 20,377
------------------------------
Total 93,660 107,127 127,195
Deferred tax provision (benefit):
Federal 5,472 (11,092) (3,987)
State 888 (1,983) (1,209)
------------------------------
Total $100,020 $94,052 $121,999
------------------------------
------------------------------
</TABLE>
In August 1993, the U.S. government increased the corporate income tax rate to
35%, retroactive to January 1, 1993. The effect of the new tax law on the
Company increased the provision for income taxes by $2.9 million or $.03 per
share for the year ended December 31, 1993.
13-17
<PAGE>
The Company's effective tax rate on pretax income differs from the U.S. Federal
statutory regular tax rates of 35% in 1994 and 1993, and 34% in 1992 as follows
(dollars in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
---------------------------------
<S> <C> <C> <C>
Income tax at Federal statutory rate $84,310 $82,570 $110,426
State income taxes net of Federal
income tax benefit 8,955 10,207 12,689
Amortization of non-deductible
intangibles 3,666 2,379 1,896
Foreign losses for which no current
tax benefit is available 4,346 1,115
Other (1,257) (2,219) (3,012)
---------------------------------
Provision for income taxes $100,020 $94,052 $121,999
---------------------------------
---------------------------------
</TABLE>
Tax effected temporary differences which give rise to a significant portion of
deferred tax assets and liabilities at December 31, 1994, are as follows
(dollars in thousands):
<TABLE>
<CAPTION>
1994 1993
Deferred Tax Deferred Tax Deferred Tax Deferred Tax
Assets Liabilities Assets Liabilities
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Property, plant, and equipment $32,889 $33,155
Deferred advertising 7,932 6,895
Employee benefit plans $16,097 $13,656
Inventory 5,414 3,218
Intangibles 5,845 6,138
Foreign net operating loss
carry forwards 4,605 1,291
Miscellaneous reserves and accruals 10,017 19,394
All other 7,818 6,583 3,073 5,247
------------------------------------------------------------------------
Subtotal 43,951 53,249 40,632 51,435
--------------------------------------------------------------------------------------------------------------
Valuation allowance (4,915) (1,178) 0
--------------------------------------------------------------------------------------------------------------
Total deferred taxes $39,036 $53,249 $39,454 $51,435
------------------------------------------------------------------------
------------------------------------------------------------------------
</TABLE>
The major component of the valuation allowance relates to the uncertainty of
realizing foreign deferred tax assets that existed at December 31, 1994 and
1993.
6. EMPLOYEE BENEFIT PLANS
PROFIT SHARING AND PENSION PLANS - The Company has profit sharing plans and a
defined contribution pension plan to provide retirement income to certain of its
employees. The plans cover substantially all full-time employees with at least
15 months of service. Contributions are made solely by the Company to trustees,
and benefits provided by the plans are paid from accumulated funds by the
trustees. Contributions to the pension plan equal 6% of eligible compensation.
Contributions to the profit sharing plans vary but are generally limited to 15%
of eligible compensation less the amount contributed to the pension plan.
Pension expense for 1994, 1993, and 1992 was $21,126,000, $21,802,000, and
$21,652,000, respectively.
13-18
<PAGE>
STOCK PURCHASE PLAN - The Company has an employee stock purchase plan that
enables eligible employees to purchase the Company's common stock at 75% of its
fair market value on the first business day following each three-month purchase
period. Under the plan, 1,152,687, 855,242, and 755,840 shares were issued at
prices ranging from $19.60 to $26.35, $26.92 to $33.67, and $28.60 to $33.38 in
1994, 1993, and 1992, respectively.
STOCK OPTION PLAN - In 1994, the shareholders adopted a stock option plan to
replace the plan adopted by the shareholders in 1984. Under the 1994 plan, the
Company may grant either non-qualified or incentive stock options to purchase up
to 3,000,000 shares of common stock. All options allow for the purchase of
common stock at prices equal to market value at the date of grant. Options
become exercisable in varying amounts beginning generally one year after grant.
Information regarding this option plan and the remaining options outstanding
under the former plan adopted in 1984 is as follows:
<TABLE>
<CAPTION>
1994 1993 1992
------------------------------------------------
<S> <C> <C> <C>
Outstanding, January 1 1,567,140 1,285,328 1,231,038
Granted 716,369 396,900 325,056
Exercised (7,865) (93,661) (266,491)
Canceled (63,495) (21,427) (4,275)
------------------------------------------------
Outstanding, December 31 2,212,149 1,567,140 1,285,328
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Exercisable, December 31 1,256,885 969,690 748,374
----------------------------------------------------------------------------
----------------------------------------------------------------------------
</TABLE>
Options were granted at prices ranging from $27.125 to $37.25 per share in 1994,
$34.625 to $44.75 per share in 1993, and $43.375 per share in 1992. Options were
exercised in 1994, 1993, and 1992 at average prices per share of $21.39, $30.07,
and $31.07, respectively. Options were outstanding at December 31, 1994, 1993,
1992, at average prices per share of $35.04, $37.34, and $37.11, respectively.
At December 31, 1994, options for 2,291,131 shares remain available for issuance
under the 1994 plan.
7. POSTEMPLOYMENT BENEFITS
In addition to providing retirement income benefits, the Company provides
certain health care benefits for a large number of its retired employees.
Employees included in the plan may become eligible for such benefits if they
reach normal retirement age while working for the Company. Effective January 1,
1994, cost sharing provisions of the plan were amended to require retirees to
pay a larger portion of their medical insurance premiums.
The following table summarizes the funded status of the plan at December 31
(dollars in thousands):
<TABLE>
<CAPTION>
1994 1993
---------------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $50,784 $52,150
Fully eligible plan participants 2,373 1,672
Other active participants 3,470 6,146
---------------------
Total 56,627 59,968
Less:
Fair value of plan assets (debt and equity securities) 33,092 32,443
Unrecognized net loss 4,034 5,425
Unrecognized transition obligation 20,526 21,667
---------------------
Portion of transition obligation accrued in the
balance sheet $(1,025) $433
---------------------
---------------------
</TABLE>
13-19
<PAGE>
Net postretirement benefit cost for the year ended December 31 consisted of the
following components (in thousands):
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Service cost--benefits earned during the year $785 $978
Interest cost on the accumulated postretirement
benefit obligation 4,219 4,525
Actual loss (return) on plan assets 402 (2,568)
Amortization of transition obligation 1,140 1,218
Net amortization and deferral of gains and losses (3,559)
---------------------
Total $2,987 $4,153
---------------------
---------------------
</TABLE>
Effective January 1, 1993, the Company adopted Statement of Financial Accounting
Standard (SFAS) No. 106, "Employers Accounting for Postretirement Benefits Other
Than Pensions." Prior to adoption, the Company expensed the cost of these
benefits as incurred. The Company has elected to amortize its transition
obligation of $22,885,000 over 20 years.
Postretirement health care benefit expense under the former method of accounting
was $7,085,000 for 1992. These expenses included the cost of retiree medical
coverage for the respective year as well as funding for future obligations.
In measuring the accumulated postretirement benefit obligation as of December
31, 1994, the Company's health care inflation rate for 1995 was assumed to be
11.0% for employees enrolled in an indemnity plan and 8.5% for employees
enrolled in health maintenance organizations. Inflation rates for both plans are
assumed to trend downward gradually over a 10-year period to 5.0% for the years
2004 and beyond. A 1 percentage point increase in the health care inflation rate
for each year would increase the accumulated postretirement benefit obligation
by approximately $9,200,000, and the service and interest cost components of the
net postretirement benefit cost by approximately $930,000. The discount rates
used in determining the accumulated postretirement benefit obligation as of
December 31, 1994 and 1993, were 8.0% and 7.25%, respectively. The expected
long-term rate of return on plan assets used to determine the net periodic
postretirement benefit costs was 9.5% in 1994 and 8.6% in 1993.
Effective January 1, 1994, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 112, "Employers' Accounting for Postemployment Benefits."
The effect of adopting SFAS No. 112 was immaterial to the financial statements.
8. LEASE AND DEBT COMMITMENTS
Long-term debt was as follows at December 31 (dollars in thousands):
<TABLE>
<CAPTION>
1994 1993
---------------------------------------------------------------------------
<S> <C> <C>
8.55% unsecured and unsubordinated notes due
February 15, 2001 $100,000 $100,000
Other 15,346 17,722
------------------
Total long-term debt 115,346 117,722
Less amount due within one year 4,479 6,967
------------------
Total $110,867 $110,755
------------------
------------------
</TABLE>
13-20
<PAGE>
In February 1991, the Company issued $100 million of 8.55% unsecured and
unsubordinated notes due February 15, 2001. The notes are not redeemable prior
to maturity. The fair values of these notes were estimated to be $101 million
and $115 million at December 31, 1994 and 1993, respectively, based on quoted
market prices for similar issuances.
Other long-term debt consists principally of equipment notes and payments due
under non-compete agreements. The obligations bear interest rates of 8.1% to
13.0% and are due through the year 2011. Carrying value approximates fair value
for these obligations based on estimates using current market interest rates and
discounted cash flow analyses.
Maturities of long-term debt for the five years ending December 31, 1999, are
$4,479,000, $6,888,000 $2,143,000, $912,000, and $156,000. Land and buildings
with a cost of $26,041,000 at December 31, 1994, are pledged as collateral.
The Company has uncommitted lines of credit for $130,000,000. Beginning in June
1994, the Company began borrowing from those lines. The average amount drawn
from June through the end of the year was $12,500,000 at a weighted average
interest rate of 5.13%. At December 31, 1994, $11,219,000 was outstanding at an
interest rate of 6.2%. The Company also has in place a $150 million committed
line of credit as support for commercial paper, which will be available for
issue in 1995.
Minimum future rental payments for leased facilities and equipment for the five
years ending December 31, 1999, are $27,955,000, $19,477,000, $13,269,000,
$7,443,000 and $5,003,000, respectively. Rental expense was $40,662,523,
$39,778,000, and $38,768,000 for 1994, 1993, and 1992, respectively.
9. COMMON STOCK PURCHASE RIGHTS
On February 5, 1988, the Company declared a distribution to shareholders of
record on February 22, 1988, of one common stock purchase right for each
outstanding share of common stock. Upon the occurrence of certain events, each
right will entitle the holder to purchase one share of common stock at an
exercise price of $100. The rights become exercisable if a person acquires 20%
or more of the Company's common stock or announces a tender offer for 30% or
more of the Company's common stock. The rights may be redeemed by the Company at
a price of $.01 per right at any time prior to the 30th day after a 20% position
has been acquired.
If the Company is acquired in a merger or other business combination, each right
will entitle its holder to purchase common shares of the acquiring company
having a market value of twice the exercise price of each right (i.e., at a 50%
discount). If an acquirer purchases 35% of the Company's common stock or obtains
working control of the Company and engages in certain self-dealing transactions,
each right will entitle its holder to purchase a number of the Company's common
shares having a market value of twice the right's exercise price. Each right
will also entitle its holder to purchase the Company's common stock at a similar
50% discount in the event an acquirer merges into the Company and leaves the
Company's stock unchanged.
13-21
<PAGE>
10. SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
(Dollars in Thousands)
Unrealized
Additional Change Cumulative
Common Paid-in Retained Marketable Unearned Translation
Shares Capital Earnings Securities Compensation Adjustment
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1991 $83,938 $ $664,038 $ $ $
Net income 202,784
Cash dividends (112,483)
Common stock issued 1,187 47,369
Common stock retired (1,328) (46,161) (9,536)
-------------------------------------------------------------------------------------
Balance, December 31, 1992 83,797 1,208 744,803
Net income 141,861
Cash dividends (117,945)
Common stock issued 949 36,435
Common stock retired (2,197) (37,302) (49,673)
Translation adjustment (687)
-------------------------------------------------------------------------------------
Balance, December 31, 1993 82,549 341 719,046 (687)
Net income 140,866
Cash dividends (120,503)
Common stock issued 1,167 32,399
Common stock retired (1,341) (31,046) (7,251)
Unearned compensation (149)
Unrealized losses, net of
taxes of $1,107 (2,054)
Translation adjustment 1,056
-------------------------------------------------------------------------------------
Balance, December 31, 1994 $82,375 $1,694 $732,158 $(2,054) $(149) $369
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
</TABLE>
11. BUSINESS SEGMENT INFORMATION
The Company has classified its operations into three business segments. Payment
Systems manufactures and supplies checks, through the financial institution
market, and provides electronic funds transfer, account verification, check
authorization and collection services. Business Systems manufactures forms,
record-keeping systems, desktop publishing supplies, and related products to
small businesses. Consumer Specialty Products manufactures and distributes
greeting cards, stationery, direct mail checks, and other products for
households.
13-22
<PAGE>
For the three years ended December 31, 1994, the Company's segment information
is as follows (dollars in thousands):
<TABLE>
<CAPTION>
Consumer
Payment Business Specialty
1994 Systems Systems Products Total
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $1,082,648 $335,466 $329,806 $1,747,920
Income from operations 219,159 15 24,485 243,659
Identifiable assets 691,097 256,774 308,401 1,256,272
Depreciation and amortization 57,811 16,440 12,165 86,416
Capital expenditures 65,481 29,816 32,016 127,313
------------------------------------------------------------------------------
1993
Net sales $1,068,932 $237,883 $274,952 $1,581,767
Income from operations 181,802 25,196 24,829 231,827
Identifiable assets 725,968 232,389 293,637 1,251,994
Depreciation and amortization 53,203 7,351 11,766 72,320
Capital expenditures 46,313 7,261 8,536 62,110
------------------------------------------------------------------------------
1992
Net sales $1,096,638 $196,034 $241,679 $1,534,351
Income from operations 271,828 24,757 25,634 322,219
Identifiable assets 841,822 85,306 272,428 1,199,556
Depreciation and amortization 50,779 5,123 10,713 66,615
Capital expenditures 60,312 3,061 8,238 71,611
------------------------------------------------------------------------------
------------------------------------------------------------------------------
</TABLE>
Certain corporate related assets (principally cash, cash equivalents, and
marketable securities) are reported in the Payment Systems identifiable assets.
Likewise, corporate costs are reflected in Payment Systems income from
operations. Payment Systems income from operations for 1993 includes the impact
of the $49 million restructuring charge and a $10 million 1994 credit related to
the restructuring.
In 1994, the Company acquired National Revenue Corporation and The Software
Partnership Ltd. (Payment Systems), and T/Maker Company and Pacific Medsoft
(Business Systems).
During 1993, the Company acquired PaperDirect, Inc., and Stockforms Ltd. Both
acquisitions were added to the Business Systems segment.
In 1992, the Company acquired Nelco, Inc., which was included in the Business
Systems segment.
13-23
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders of Deluxe Corporation:
We have audited the accompanying consolidated balance sheets of Deluxe
Corporation and its subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of income and cash flows for each of the three
years in the period ended December 31, 1994. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Deluxe Corporation and its subsidiaries at
December 31, 1994 and 1993, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Minneapolis, Minnesota
February 10, 1995
SUMMARIZED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
(Dollars in Thousands Except per Share Amounts)
1994 Quarter Ended March 31 June 30 September 30 December 31
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $429,988 $412,344 $426,654 $478,934
Cost of sales 196,674 189,225 195,914 220,071
Net income 38,041 29,556 33,275(2) 39,994
Per share of common stock
Net income 0.46 0.36 0.40 0.49
Cash dividends 0.36 0.36 0.37 0.37
------------------------------------------------------------------------------
<CAPTION>
1993 Quarter Ended March 31 June 30 September 30 December 31
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $405,747 $362,868 $371,974 $441,178
Cost of sales 185,876 168,908 173,376 202,276
Net income 51,791 2,246(1) 36,996 50,828(1)
Per share of common stock
Net income 0.62 0.03 0.45 0.61
Cash dividends 0.35 0.35 0.36 0.36
------------------------------------------------------------------------------
<FN>
(1) In June 1993, the Company recorded a pretax charge of $60 million to
consolidate its financial institution check printing operations. In
December 1993, an $11 million credit was recorded to reduce the total
charge to $49 million. See Note 2 to consolidated financial statements.
(2) In September 1994, a $10 million credit was recorded to further reduce the
1993 restructuring charge. See Note 2 to consolidated financial statements.
</TABLE>
13-24
<PAGE>
SHAREHOLDER INFORMATION
QUARTERLY STOCK DATA
The chart below shows the per-share price range of the Company's common stock
for the past two fiscal years as quoted on the New York Stock Exchange.
<TABLE>
<CAPTION>
1994 1993
------------------------------------ ----------------------------------
Quarter High Low Close Quarter High Low Close
------------------------------------ ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1st 38 30 3/8 30 7/8 1st 47 1/2 40 1/2 43 1/8
2nd 31 26 1/8 26 3/8 2nd 47 3/4 37 1/4 38 1/4
3rd 31 3/8 25 3/4 29 3/8 3rd 38 5/8 35 1/8 35 1/2
4th 30 3/8 26 26 1/2 4th 36 1/2 31 7/8 36 1/4
</TABLE>
STOCK EXCHANGE
Deluxe Corporation common stock is traded on the New York Stock Exchange under
the symbol DLX.
ANNUAL MEETING
The annual meeting of the shareholders of Deluxe Corporation will be held
Monday, May 8, 1995, at the Westin Hotel, O'Hare, Rosemont, Illinois, at 6:30
p.m.
FORM 10-K AVAILABLE
A copy of the Form 10-K (Annual Report) filed with the Securities and Exchange
Commission by the Company may be obtained without charge by written request to
Stuart Alexander, Deluxe Corporation, P.O. Box 64399, St. Paul, Minnesota
55164-0399.
SHAREHOLDER INQUIRIES
Requests for additional information should be sent to corporate headquarters to
the attention of the following:
General Information:
Stuart Alexander (612) 483-7358
Vice President, Corporate Public Relations
Financial Information:
Charles M. Osborne (612) 483-7355
Senior Vice President and Chief Financial Officer
STOCK OWNERSHIP AND RECORD KEEPING
Norwest Bank Minnesota, N.A.
Stock Transfer Department
161 N. Concord Exchange
P.O. Box 738
South St. Paul, MN 55075
(800) 468-9716
(612) 450-4064
EXECUTIVE OFFICES
Street Address:
1080 W. County Rd. F,
St. Paul, Minnesota 55126-8201
Mailing Address:
P.O. Box 64399,
St. Paul, Minnesota 55164-0399
612) 483-7111
13-25
<PAGE>
TOLL-FREE SHAREHOLDER INFORMATION LINE
Beginning in May, you may dial 800-322-8359 to receive the latest financial
results, dividend news, and other information about Deluxe. The 24-hour service
replaces Deluxe's traditional quarterly reports with a more efficient, cost-
effective, and timely system. All shareholders can now have access to Company
news the same day it becomes public.
Planned release date: Quarterly results: Monday, April 24, July 24, October 23
Dividends: The Deluxe Board of Directors usually meets during the second week in
February, May, August, and November.
13-26
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
REGISTRANT AND STATE OF INCORPORATION
Deluxe Corporation, Minnesota, which does business under its own name and under
the following tradenames:
Deluxe Check Printers
Deluxe Card Services
Deluxe Financial Forms
Deluxe Business Systems
SUBSIDIARIES
Deluxe Data Systems, Inc., Delaware
Deluxe Data International Limited, England
Chex Systems, Inc., Minnesota
Electronic Transaction Corporation, Delaware, which does business under its own
name and under the following tradename: SCAN
N.R.C. Holding Corporation, Delaware
National Revenue Corporation, Ohio
United Creditors Alliance Corporation, Ohio
Financial Alliance Processing Services, Inc., Louisiana
Nelco, Inc., Wisconsin
Deluxe (UK) Limited, England
PaperDirect, Inc., New Jersey
InPrint Publishing Company, New Jersey
Deluxe Canada, Inc., Ontario, Canada
T/Maker Company, California
Current, Inc., Delaware
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned directors and officers of DELUXE CORPORATION, a
Minnesota corporation, hereby constitutes and appoints Harold V. Haverty and
Jerry K. Twogood his true and lawful attorneys-in-fact, and each of them, with
full power to act without the other, to sign the Company's annual report on Form
10-K for the year ended December 31, 1994, and any and all amendments to such
report, and to file the same and any such amendment, with any exhibits, and any
other documents in connection with such filing, with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934.
Date
/s/ Harold V. Haverty 2/6/95
----------------------------------------------------------
Harold V. Haverty, Director and Principal Executive Officer
/s/ Eugene R. Olson 2/6/95
----------------------------------------------------------
Eugene R. Olson, Director
/s/ Edward W. Asplin 2/6/95
----------------------------------------------------------
Edward W. Asplin, Director
/s/ John Schreiner 2/9/95
----------------------------------------------------------
John Schreiner, Director
/s/Jerry K. Twogood 2/6/95
----------------------------------------------------------
Jerry K. Twogood, Director
/s/ Whitney MacMillan 2/6/95
----------------------------------------------------------
Whitney MacMillan, Director
/s/ James J. Renier 2/6/95
----------------------------------------------------------
James J. Renier, Director
/s/ Barbara B. Grogan 2/6/95
----------------------------------------------------------
Barbara B. Grogan, Director
/s/ Allen F. Jacobson 2/6/95
----------------------------------------------------------
Allen F. Jacobson, Director
/s/ Charles M. Osborne 2/6/95
----------------------------------------------------------
Charles M. Osborne, Principal Financial Officer
and Principal Accounting Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
January 1 - December 31, 1994
Dollars in thousands except per share amounts
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 29,139
<SECURITIES> 49,109
<RECEIVABLES> 142,087
<ALLOWANCES> 0
<INVENTORY> 88,220
<CURRENT-ASSETS> 420,866
<PP&E> 869,734
<DEPRECIATION> 407,916
<TOTAL-ASSETS> 1,256,272
<CURRENT-LIABILITIES> 290,460
<BONDS> 110,876
<COMMON> 82,375
0
0
<OTHER-SE> 732,018
<TOTAL-LIABILITY-AND-EQUITY> 1,256,272
<SALES> 1,747,920
<TOTAL-REVENUES> 1,747,920
<CGS> 801,884
<TOTAL-COSTS> 1,504,261
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,305
<INCOME-PRETAX> 240,886
<INCOME-TAX> 100,020
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 140,866
<EPS-PRIMARY> 1.71
<EPS-DILUTED> 1.71
</TABLE>
