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EXHIBIT 99
[DELUXE LOGO]
INFORMATION STATEMENT
----------------
Spin-off of
eFunds Corporation
Through the Distribution
by
Deluxe Corporation
of 40,000,000 Shares of
eFunds Corporation Common Stock
to
Deluxe Corporation Common Shareholders
We are sending you this Information Statement because we are spinning off
our eFunds Corporation subsidiary ("eFunds") to the holders of our common
stock. We are effecting this spin-off by distributing .5514 of a share of
eFunds common stock on each outstanding share of Deluxe Corporation ("Deluxe")
common stock, amounting to 40,000,000 shares of eFunds common stock in total.
The distribution will occur on December 29, 2000 to holders of record of Deluxe
common stock at 5:00 p.m. central standard time on December 11, 2000.
eFunds provides transaction processing, automated teller machine (ATM)
outsourcing, decision support and risk management products and services to
financial institutions, retailers, electronic funds transfer networks, e-
commerce providers and government agencies. eFunds also offers electronic
payment services that combine its transaction processing capabilities with its
decision support and risk management tools. In addition, eFunds provides
clients with the information technology consulting and business process
management services they need to respond to the demands for new technology,
implement and integrate eFunds' solutions and develop new software
applications.
At the beginning of this year, the Deluxe board of directors determined that
it would be in the best interests of Deluxe shareholders to separate eFunds
from Deluxe. As a first step in this separation, on June 30, 2000, eFunds
completed an initial public offering of about 12.1% of its common stock. eFunds
shares are traded on the Nasdaq National Market system under the symbol "EFDS."
Following this spin-off, we will no longer own any shares of eFunds and
eFunds will be a fully independent, publicly traded company. No vote of Deluxe
shareholders is required in connection with the eFunds spin-off. Therefore, you
are not required to take any action. We are sending you this Information
Statement, which contains additional information about the terms of the spin-
off, certain tax consequences of the spin-off, eFunds and eFunds' common stock,
for your information only. If you would like more information, please call our
voice response information line at 866-902-4573 (international callers should
obtain the AT&T access code for their country in order to use this number).
Banks and brokers, however, should call 201-896-2633. You may also check our
website at http://www.deluxe.com. Deluxe has retained Corporate Investor
Communications as its information agent to assist in connection with the spin-
off.
Neither the Securities and Exchange Commission nor any state securities
regulators have approved the eFunds common stock to be issued to you pursuant
to this spin-off or determined if this Information Statement is accurate or
adequate. Any representation to the contrary is a criminal offense. The date of
this Information Statement is December 14, 2000.
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[DELUXE LETTERHEAD]
December 14, 2000
To our Shareholders:
We are pleased to send you this Information Statement about our spin-off of
eFunds Corporation. The Information Statement provides you with important
information concerning:
. how we determined the number of shares you will receive,
. how fractional shares will be treated,
. a brief description of the background and business of eFunds,
. the U.S. federal income tax treatment of the distribution of eFunds
shares you will receive, and
. how you can obtain additional information about these matters.
We are confident that the spin-off will benefit Deluxe, eFunds and you, our
shareholders. We believe that both Deluxe and eFunds will become stronger and
more competitive as a result of the separation. Thank you for your investment
in Deluxe.
Sincerely,
/s/ John A. Blanchard III
John A. Blanchard III
Chief Executive Officer
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INFORMATION ABOUT THE SPIN-OFF
The Spin-off
On November 30, 2000, the Deluxe board of directors approved the spin-off of
eFunds to holders of Deluxe's common stock. To effect this spin-off, the Deluxe
board of directors declared a distribution on Deluxe common stock, consisting
of 40,000,000 shares of eFunds common stock owned by Deluxe. These shares
represent about 87.9% of the outstanding eFunds common stock. The distribution
of eFunds shares will occur on December 29, 2000, in the amount of .5514 of a
share of eFunds common stock for each share of Deluxe common stock outstanding
on the record date described below.
You will not be required to pay any cash or other consideration for the
whole shares of eFunds common stock distributed to you or to surrender or
exchange your shares of Deluxe common stock to receive the distribution of
eFunds common stock.
The Number of Shares You Will Receive
For each share of Deluxe common stock that you owned at 5:00 p.m. central
standard time on December 11, 2000, the record date, you will be entitled to
receive that number of whole eFunds shares, and cash in lieu of fractional
shares, equal to the distribution ratio, as determined below, multiplied by the
number of Deluxe shares you owned at 5:00 p.m. central standard time on the
record date. The distribution ratio is obtained by dividing the total number of
shares of eFunds common stock to be distributed in the spin-off by the number
of shares of Deluxe common stock outstanding at 5:00 p.m. central standard time
on the record date. The following equation will determine the distribution
ratio:
Total number of shares of eFunds to be
distributed in the spin-off 40,000,000
-------------------------------------- = ---------- = .5514
Number of shares of Deluxe common stock
outstanding as of 5:00 p.m., central standard
time, on the record date 72,549,000
Based on the number of shares of Deluxe common stock outstanding as of 5:00
p.m. central standard time on December 11, 2000, the record date, you will be
entitled to receive .5514 of a share of eFunds common stock for each share of
Deluxe common stock you owned at 5:00 p.m. central standard time on the record
date. To calculate the number of whole shares of eFunds common stock you will
receive, and cash in lieu of fractional shares, you should multiply the number
of shares of Deluxe common stock you held on the record date by the
distribution ratio of .5514.
Trading between the Record Date and Distribution Date
Between the record date and December 29, 2000, the distribution date, there
will be two markets in Deluxe common stock, a "due bill" market and an "ex-
distribution" market. Shares that trade on the due bill market will trade with
an entitlement to shares of eFunds common stock distributed pursuant to the
spin-off. Shares that trade on the ex-distribution market will trade without an
entitlement to shares of eFunds common stock distributed pursuant to the spin-
off. If you were a shareholder of Deluxe Corporation at 5:00 p.m. central
standard time on the record date, the best way to maintain your rights to
receive shares of eFunds on December 29, 2000, is to maintain your ownership of
your Deluxe shares up to and including the distribution date. If you trade your
Deluxe shares without taking any special action between December 11, 2000 and
December 29, 2000 you will lose your right to receive shares of eFunds based on
the Deluxe shares traded, because these Deluxe shares will be traded on the New
York Stock Exchange with "due-bills." If you want to trade your Deluxe shares
between December 11, 2000 and December 29, 2000 without losing your right to
receive eFunds shares, you should contact your broker for information as to
whether you are eligible and how to participate in the "ex-distribution"
market. If you sell shares of Deluxe common stock in the ex-distribution market
prior to the distribution date, you will still receive the shares of eFunds
common stock that were to be distributed to you pursuant to your ownership of
the shares of Deluxe common stock. Selling shares in the ex-distribution market
requires that special action be taken by you and your broker.
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Furthermore, between the record date and market close on the distribution
date there will be two markets in eFunds common stock, a "regular way" market
and a "when-issued trading" market. The regular way market will be the same
market for shares of eFunds common stock as the one that currently exists. The
when-issued trading market will be a market for shares of eFunds common stock
that will be distributed to Deluxe shareholders on the distribution date. If
you owned shares of Deluxe common stock at 5:00 p.m. central standard time on
the record date, then you are entitled to shares of eFunds common stock
distributed pursuant to the spin-off. You may trade this entitlement to receive
shares of eFunds common stock to be distributed on the distribution date,
without trading the shares of Deluxe common stock you own, by trading your
rights to those eFunds shares in the when-issued trading market. If you trade
your rights to receive eFunds shares in the "when-issued" market and you
subsequently trade your Deluxe shares in the due bill market, i.e., your broker
does not take special action to sell your Deluxe shares in the ex-distribution
market, you will be deemed to have engaged in a short-sale of eFunds shares in
the when-issued market and you will be required to purchase eFunds shares in
the open market or otherwise provide eFunds shares in an amount sufficient to
cover the short-sale.
When and How You Will Receive the Distribution; Fractional Shares
On December 29, 2000 we will deliver our eFunds shares to be distributed in
the spin-off to EquiServe, eFunds' transfer agent. As of 5:00 p.m., central
standard time, on December 29 2000, the transfer agent will cause the eFunds
shares to which you are entitled to be registered in your name. As of that
time, you will become the record holder of that number of shares of eFunds
common stock
The transfer agent will not deliver any fractional shares of eFunds common
stock in connection with the spin-off. Instead, all fractional shares will be
aggregated and sold on behalf of those holders who otherwise would be entitled
to receive a fractional share. Such holders will then receive a cash payment in
the amount of their pro rata share of the total net proceeds of that sale, net
of commissions.
You will receive stock certificates representing your ownership of whole
shares of eFunds common stock from the transfer agent. The transfer agent will
begin mailing stock certificates representing your ownership of whole shares of
eFunds common stock on or promptly after December 29, 2000, the distribution
date. Your check for any cash that you may be entitled to receive instead of
fractional shares of eFunds common stock will follow separately. We currently
estimate that it will take about two weeks from the distribution date for the
transfer agent to complete these mailings.
U.S. Federal Income Tax Consequences
Tax-Free Status of the Spin-off. We have received a private letter ruling
from the IRS stating that our distribution of whole shares of eFunds common
stock to our common shareholders in connection with the spin-off will be tax-
free to us and to the holders of our common stock for U.S. federal income tax
purposes. This means that for U.S. federal income tax purposes:
. Deluxe common shareholders will not recognize a gain or loss by reason
of the receipt of whole shares of eFunds common stock as a result of the
spin-off; and
. Deluxe will not recognize a gain or loss by reason of the spin-off.
Although private letter rulings are generally binding on the IRS, we and our
shareholders will not be able to rely on the ruling if any of the factual
representations or assumptions made to the IRS are incorrect or untrue in any
respect. We are not aware of any facts or circumstances that would cause any of
these representations or assumptions to be incorrect or untrue in any respect.
Nevertheless, if the IRS subsequently held our spin-off to be taxable, the
above consequences would not apply and we and our shareholders could be subject
to a material amount of taxes as a result of the spin-off. Deluxe and eFunds
have entered into a tax sharing agreement which provides that eFunds will
indemnify Deluxe for any taxes due from Deluxe if the spin-off fails to qualify
as tax-free as a result of eFunds' actions or inactions. eFunds also agreed to
indemnify Deluxe for a portion of any taxes due from Deluxe if the spin-off
fails to qualify as tax-free as a result of a retroactive change of law or
other reason unrelated to the action or inaction of either eFunds or Deluxe.
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Subsequent Sale of Stock. If you sell your shares of eFunds common stock or
Deluxe common stock after the distribution, you will recognize gain or loss on
such sale based on the difference between the proceeds you receive from the
sale and the tax basis allocated to the shares you sold as described below
under "Allocation of Tax Basis." This gain or loss will be a capital gain or
loss, assuming that you held such shares as a capital asset, and will be a
long-term or short-term gain or loss based on your holding period for such
shares as described below under "Holding Period."
Allocation of Tax Basis. Your tax basis for the eFunds common stock received
in the spin-off will be determined based on your tax basis in the Deluxe common
stock with respect to which your distribution of eFunds common stock was made.
Following the spin-off, your aggregate tax basis in your shares of Deluxe
common stock and eFunds common stock, including any fractional shares sold for
cash as described above, will be the same as your tax basis in your shares of
Deluxe common stock immediately prior to the spin-off. The aggregate tax basis
in your shares of Deluxe common stock immediately prior to the spin-off will be
allocated between your eFunds common stock (including fractional shares sold
for cash) and Deluxe common stock in proportion to the fair market value of
your shares of eFunds common stock and Deluxe common stock on the distribution
date. If you acquired Deluxe common stock on more than one occasion, you will
need to perform this calculation separately for each group of shares.
Holding Period. The holding period for capital gains purposes of the shares
of eFunds common stock that you receive as a result of the spin-off will
include the holding period for your shares of Deluxe common stock with respect
to which your distribution of eFunds common stock was made, provided that your
shares of Deluxe common stock are held as a capital asset on the distribution
date.
Treatment of Fractional Shares. If you receive cash in lieu of a fractional
share of eFunds common stock as part of the spin-off, such cash will be treated
for U.S. federal income tax purposes as paid in exchange for such fractional
share of stock. You will realize a capital gain or loss, provided that the
fractional share is considered to be held as a capital asset, measured by the
difference between the cash you receive for such fractional share and your tax
basis in that fractional share as described above. This capital gain or loss
will be treated as a long-term or short-term gain or loss based on your holding
period for the Deluxe common stock on which you received your distribution of
eFunds common stock.
Examples.
To aid you in calculating the allocation of your tax basis, we have provided
examples below, based on the fictitious Companies P and S. In the following
examples, "Company P" is the name of the parent company spinning off its
subsidiary, "Company S." Pursuant to Company P's distribution of the stock it
holds of Company S, each holder of Company P common stock is entitled to
receive .5514 of a share of Company S common stock for every share of Company P
common stock held by such holder.
1. On January 4, 1999, Shareholder purchased 100 shares of Company P common
stock at $30 per share for a total of $3,000. Shareholder's tax basis in
her shares of Company P common stock is $3,000. After the distribution,
Shareholder received 55 shares of Company S common stock. On July 1,
2001, Shareholder sold her shares of Company P common stock for $45 per
share and Company S common stock for $20 per share. Shareholder's
proceeds from the sale totaled $5,600. Shareholder's aggregate tax basis
in the shares of Company S common stock and Company P common stock was
$3,000. Therefore, Shareholder will be subject to long-term capital
gains tax on $2,600.
2. On January 4, 1999, Shareholder purchased 50 shares of Company P common
stock at $30 per share for a total of $1,500. Shareholder's tax basis
in her shares of Company P common stock is $1,500. On the distribution
date, the fair market value of Company P common stock was $35 per share
and the fair market value of Company S common stock was $15 per share.
Upon the distribution, Shareholder was entitled to 27.57 shares of
Company S common stock. Shareholder received 27 shares of Company S
common stock and $8.55 in cash, .57 of the value of one share of
Company S common stock. Shareholder's aggregate tax basis in the shares
of Company S common stock (including, for this purpose, the fractional
share Shareholder received in cash) and Company P
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common stock she holds after the distribution is $1,500. Stated as a
formula, Shareholder's tax basis in her Company S common stock received
in the spin-off may be determined as follows:
Tax basis in Market value of Company S common
Tax basis in Company P stock received in the spin-off
Company S common stock -----------------------------------
common stock = immediately X Market value Market value of
received in before the of Company S Company P
the spin-off spin-off common stock + common stock
received in held immediately
the after the spin-
spin-off off
Thus, in the example above, Shareholder's tax basis in Company S common
stock received in the spin-off is $286.72, calculated as follows:
$413.55
$1,500 X ----------------
$413.55 + $1,750
Therefore, Shareholder's per share tax basis in her Company S common
stock is $286.72 / 27.57, or $10.40. Shareholder's tax basis in her
Company P common stock may be determined by subtracting from the $1,500
aggregate tax basis, the $286.72 that is allocated to the Company S
common stock. Thus, in the example, Shareholder's tax basis in her
Company P common stock would be $1,213.28, which results in a per share
tax basis in Company P common stock of $24.27. Note: You cannot add the
per share tax basis of a share of Company P and a share of Company S
together to equal the per share tax basis of Company P before the
distribution ($30). You must multiply the per share tax basis of one
share of Company S stock by .5514 because that is how many shares you
receive for each share of Company P common stock.
Shareholder will be subject to long-term capital gains tax on $2.62, the
difference between her basis in .57 of a share of Company S common
stock, or $5.93, and the $8.55 she received as payment for her
fractional share of Company S common stock. Shareholder's tax basis in
her 27 shares of Company S common stock will be $280.79.
State, Local and Foreign Tax Consequences. You should consult your own tax
advisor regarding the state, local and foreign tax consequences of your
receipt of shares of eFunds common stock and any payment for fractional
shares.
Tax Return Statement. U.S. Treasury Department regulations require you to
attach to your U.S. federal income tax return, for your taxable year in which
the distribution occurs, a detailed statement setting forth certain
information regarding the nature of the spin-off. We will provide you with the
information necessary to comply with that requirement. You should retain this
statement so it can be completed and attached to your tax return.
The summary of U.S. federal income tax consequences set forth above is for
general information purposes only and may not be applicable to shareholders
who are not citizens or residents of the United States or who are otherwise
subject to special treatment under the Internal Revenue Code. All shareholders
should consult their own tax advisors as to the particular tax consequences to
them of the spin-off, including the state, local and (if applicable) foreign
tax consequences.
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INFORMATION ABOUT EFUNDS
Overview of eFunds
BUSINESS
eFunds provides transaction processing, automated teller machine (ATM)
outsourcing, decision support and risk management products and services to
financial institutions, retailers, electronic funds transfer networks, e-
commerce providers and government agencies. eFunds also offers electronic
payment services that combine its transaction processing capabilities with its
decision support and risk management tools. eFunds' products enable its clients
to manage, identify, and combat fraud and account abuse in debit transactions,
and to transfer funds and enhance customer relationships. In addition, eFunds
provides clients with the information technology consulting and business
process management services they need to respond to the demands for new
technology, implement and integrate eFunds' solutions and develop new software
applications. eFunds' decision support and risk management tools and processing
capabilities can be delivered as an integrated electronic payment process or
deployed as separate modules. eFunds also offers online electronic transfer of
benefits under entitlement programs on behalf of state and local governments
and Medicaid eligibility verification services under eFunds' government
services segment.
Background of the Separation of eFunds from Deluxe
eFunds' businesses have historically been operated as units of Deluxe. In
April 1999, Deluxe announced that it was changing its business model to a
holding company structure with four, independently operated, business units:
paper payment systems, electronic payments, professional services and
government services. On January 31, 2000, Deluxe announced that its board of
directors approved a plan to combine the latter three businesses into a
separate, independent, publicly traded company called eFunds Corporation.
eFunds issued 5.5 million shares of common stock to the public on June 30,
2000. Prior to this initial public offering (IPO), Deluxe owned 100% of eFunds'
total outstanding common shares. Subsequent to the IPO, Deluxe owns 40 million
of eFunds' common shares, representing approximately 87.9% of eFunds' total
outstanding common shares.
Deluxe originally planned to complete the separation of eFunds from Deluxe,
after the IPO, through a stock-for-stock exchange offer followed by a
distribution of any remaining eFunds shares via a spin-off. In light of adverse
changes in market conditions, on October 7, 2000, the Deluxe board of directors
determined, instead, to effect the separation of eFunds through a spin-off of
all of the eFunds common stock owned by Deluxe. The proposed spin-off was
conditioned upon receipt by Deluxe of confirmation from the Internal Revenue
Service that the distribution would be tax-free to Deluxe and its shareholders.
After receiving that confirmation from the Internal Revenue Service, the Deluxe
board of directors met on November 30, 2000 and approved the distribution of
40,000,000 shares of eFunds common stock, representing 100% of Deluxe's
ownership interest in eFunds, to holders of Deluxe common stock as of 5:00 p.m.
central standard time on the record date as described in this Information
Statement. After the spin-off, Deluxe will not own any shares of eFunds common
stock and eFunds will be a fully independent, publicly traded company.
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INFORMATION ABOUT eFUNDS COMMON STOCK
eFunds Common Stock
Under eFunds' Amended and Restated Certificate of Incorporation, the
authorized capital stock of eFunds is 250,000,000 shares of common stock, par
value $.01 per share, and 100,000,000 shares of preferred stock, par value $.01
per share. As of December 11, 2000, there were 45,500,000 shares of eFunds
common stock outstanding and no shares of eFunds preferred stock outstanding.
Market for eFunds Common Stock
eFunds common stock trades on the Nasdaq National Market under the symbol
"EFDS." A public market was established for eFunds common stock as a result of
eFunds' initial public offering in June 2000.
The following table sets forth, for the periods indicated, the high and low
sale prices of eFunds common stock as reported on the Nasdaq National Market.
We urge you to obtain current quotations for eFunds common stock.
<TABLE>
<CAPTION>
2000 High Low
---- ------ ------
<S> <C> <C>
Second Quarter (from June 27, 2000 through June 30,
2000)................................................... $14.00 $10.88
Third Quarter............................................ $11.69 $ 7.19
Fourth Quarter (through December 11, 2000)............... $10.25 $ 6.00
</TABLE>
eFunds Transfer Agent
The transfer agent and registrar for eFunds common stock is EquiServe . You
may contact the transfer agent and registrar at the address set forth below.
All correspondence should be sent to the following address:
EquiServe
P.O. Box 2500
Jersey City, NJ 07303
Telephone: 1-800-446-2617
FURTHER INFORMATION ABOUT EFUNDS AND DELUXE
eFunds and Deluxe are each subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended. Accordingly,
each company files registration statements, reports, proxy statements and other
information with the Securities and Exchange Commission, or SEC, including
financial statements. eFunds has been subject to the Securities Exchange Act
reporting requirements for at least 90 days and is current in its reporting. If
you would like more information about eFunds, we urge you to read eFunds'
reports filed with the SEC.
You may read and obtain copies (at prescribed rates) of eFunds' and Deluxe's
reports at the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C., 20549. You may also obtain these reports at the SEC's website
at http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. You may also inspect Deluxe's
reports at the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005 and eFunds' reports at the offices of the Nasdaq National Market,
9801 Washingtonian Boulevard, Gaithersburg, Maryland 20878.
FURTHER INFORMATION ABOUT THE SPIN-OFF
If you would like more information, please call our voice response
information line at 866-902-4573 (international callers should obtain the AT&T
access code for their country in order to use this number). Banks and brokers,
however, should call 201-896-2633. You may also check our website at
http://www.deluxe.com. Deluxe has retained Corporate Investor Communications as
its information agent to assist in connection with the spin-off. The
information agent will receive reasonable and customary compensation for its
services and be reimbursed for some reasonable out-of-pocket expenses.
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