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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CHECKFREE HOLDINGS CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
162812101
(CUSIP Number)
DAVE E. SIMAITIS, ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43215,
614-249-7618
OCTOBER 9, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 3d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
- ---------------------------- ----------------------------
CUSIP No. 162812101 Page 2 of 9 Pages
----------------- ------- ------
- ---------------------------- ----------------------------
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1 NAME OF REPORTING PERSON
Nationwide Mutual Insurance Company
31-4177100
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
Not Applicable.
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable.*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
Not Applicable.
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio.
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7 SOLE VOTING POWER
0 shares
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0 shares
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES / /
Not Applicable.
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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ITEM 1. SECURITY AND ISSUER:
This statement relates to the common stock class of equity securities of
CheckFree Holdings Corporation, with principal executive offices at 4411 East
Jones Bridge Road, Norcross, Georgia 30092.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (b) Nationwide Mutual Insurance Company, One Nationwide Plaza, Columbus,
Ohio 43215, is a mutual insurance company organized under the laws of the
State of Ohio.
<TABLE>
<CAPTION>
Directors of Reporting Person
Name Address Principal Occupation
---- ------- --------------------
<S> <C> <C>
Arden L. Shisler 2724 W. Lebanon Road President and Chief Executive Officer
Dalton, Ohio 43986 of K&B Transport, Inc.
Lewis J. Alphin 519 Bethel Church Road Farm Owner and Operator
Mount Olive, North Carolina 28365
A.I. Bell 4121 N. River Road, West Farm Owner and Operator
Zanesville, Ohio 43701
Richard D. Crabtree One Nationwide Plaza President and Chief Operating Officer
Columbus, Ohio 43215 of Nationwide Mutual Insurance Company
Keith W. Eckel 1647 Falls Road Partner of Fred W. Eckel Sons,
Clarks Summit, PA 18411 President of Eckel Farms
Willard J. Engel 1100 East Main Street Retired
Marshall, Minnesota 56258
Fred C. Finney 1558 West Moreland Road Farm Owner and Operator,
Wooster, Ohio 44691 Operator of Melrose Fruit Farm
Charles L. Fuellgraf, Jr. 600 S. Washington Street Chief Executive Officer of Fuellgraf
Butler, Pennsylvania 16001 Electric Company
Dimon R. McFerson One Nationwide Plaza Chairman and Chief Executive
Columbus, Ohio 43215 Officer of Nationwide Insurance
Enterprise
David O. Miller 625 Country Club Drive, Apt. B6 President of Owen Potato Farm, Inc.,
Newark, Ohio 43055 Partner with M&M Enterprises,
Yvonne L. Montgomery 7 Vale Close Senior Vice President/General
Atlanta, Georgia 30324 Manager USCO Southern Customers
Operations of Xerox Corporation
James F. Patterson 8765 Mulberry Road President of Patterson Farms, Inc.
Chesterland, Ohio 44026 Vice President of Pattersons, Inc.
Robert L. Stewart 88740 Fairview Road Farm Owner and Operator,
Jewett, Ohio 43986 Owner of Sunnydale Mining
</TABLE>
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<TABLE>
<S> <C> <C>
Nancy C. Thomas 10235 Georgetown Road, N.E. Farm Owner and Operator
Louisville, Ohio 44641
Harold W. Weihl 14282 King Road Farm Owner and Operator
Bowling Green, Ohio 43402
</TABLE>
<TABLE>
<CAPTION>
Executive Officers of Reporting Person
Name Address Principal Occupation
---- ------- --------------------
<S> <C> <C>
Dimon R. McFerson One Nationwide Plaza Chairman and Chief Executive
Columbus, Ohio 43215-2220 Officer-Nationwide Insurance
Enterprise
Richard D. Crabtree One Nationwide Plaza President and Chief Operating Officer
Columbus, Ohio 43215-2220
Robert A. Oakley One Nationwide Plaza Executive Vice President-Chief
Columbus, Ohio 43215-2220 Financial Officer
Robert J. Woodward, Jr. One Nationwide Plaza Executive Vice President-Chief
Columbus, Ohio 43215-2220 Investment Officer
James E. Brock One Nationwide Plaza Senior Vice President-Corporate
Columbus, Ohio 43215-2220 Development
Charles A. Bryan One Nationwide Plaza Senior Vice President-Chief Actuary-
Columbus, Ohio 43215-2220 Property and Casualty
John R. Cook, Jr. One Nationwide Plaza Senior Vice President-Chief
Columbus, Ohio 43215-2220 Communications Officer
Thomas L. Crumrine One Nationwide Plaza Senior Vice President
Columbus, Ohio 43215-2220
W. Sidney Druen One Nationwide Plaza Senior Vice President and General
Columbus, Ohio 43215-2220 Counsel and Assistant Secretary
Danny M. Fullerton One Nationwide Plaza Senior Vice President-Property and
Columbus, Ohio 43215-2220 Casualty Marketing
Philip C. Gath One Nationwide Plaza Senior Vice President-Chief Actuary-
Columbus, Ohio 43215-2220 Nationwide Financial Services
Richard D. Headley One Nationwide Plaza Senior Vice President-Chief
Columbus, Ohio 43215-2220 Information Technology Officer
David R. Jahn One Nationwide Plaza Senior Vice President-Commercial
Columbus, Ohio 43215-2220 Insurance
Donna A. James One Nationwide Plaza Senior Vice President-Human
Columbus, Ohio 43215-2220 Resources
Richard A. Karas One Nationwide Plaza Senior Vice President-Sales-Financial
Columbus, Ohio 43215-2220 Services
</TABLE>
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<TABLE>
<S> <C> <C>
Edwin P. McCausland, Jr. One Nationwide Plaza Senior Vice President-Fixed Income
Columbus, Ohio 43215-2220 Securities
Douglas C. Robinette One Nationwide Plaza Senior Vice President-Marketing and
Columbus, Ohio 43215-2220 Product Management-Nationwide
Financial Services
James A. Taylor One Nationwide Plaza Senior Vice President-Property and
Columbus, Ohio 43215-2220 Casualty Insurance
Richard M. Waggoner One Nationwide Plaza Senior Vice President-Shared Services
Columbus, Ohio 43215-2220
Susan A. Wolken One Nationwide Plaza Senior Vice President-Life Company
Columbus, Ohio 43215-2220 Operations
</TABLE>
All of the above named directors, trustees and executive officers of the
reporting person are hereinafter referred to as "Executive Officers".
(c) Not applicable.
(d)-(e) During the past five years, none of the above-named persons or the
Executive Officers have either been convicted in a criminal proceeding or been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which as a result thereof, subjected them to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Each of the Executive Officers has U.S. Citizenship.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Nationwide Mutual Insurance Company sold the subject securities as part of its
investment policy.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of October 9, 1998, Nationwide Mutual Insurance Company owns 0 shares
and 0% of the outstanding shares of the stock identified in Item 1.
(b) Not applicable.
(c) On October 9, 1998, Nationwide Mutual Insurance Company sold 3,705,341
shares at $5.75 per share directly to the issuer, CheckFree Holdings
Corporation.
(d) Not applicable.
(e) October 9, 1998.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Nationwide Mutual Insurance Company ("Nationwide") entered into a Stock
Purchase Agreement with Checkfree Holdings Corporation ("Checkfree") dated
October 7, 1998, whereby Nationwide agreed to sell to Checkfree 3,705,341
shares of common stock, $.01 par value, of Checkfree shares at $5.75 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A, Stock Purchase Agreement by and between Nationwide Mutual Insurance
Company and Checkfree Holdings Corporation dated October 7, 1998.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and accurate.
October 23, 1998
NATIONWIDE MUTUAL INSURANCE COMPANY
/S/ Mark B. Koogler
------------------------------------
Mark B. Koogler
Vice President-Associate General Counsel
6
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EXHIBIT A
TO
SCHEDULE 13D
7
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STOCK PURCHASE AGREEMENT
This Agreement made this 7th day of October, 1998, by and between
CHECKFREE HOLDINGS CORPORATION, a Delaware corporation (CheckFree), and
NATIONWIDE MUTUAL INSURANCE COMPANY, an Ohio corporation (Nationwide).
Whereas, Nationwide is the owner of 3,705,341 shares of common stock, $.01 par
value, of CheckFree (the "Shares"), having purchased such shares from CheckFree
in a private placement transaction in 1988; and
Whereas, Nationwide desires to sell the Shares to CheckFree, and CheckFree
desires to purchase the Shares from Nationwide.
Therefore, the parties agree as follows:
1. CheckFree agrees to purchase, and Nationwide agrees to sell, all of the
Shares for a purchase price of $5.75 per share, $21,305,710.75 in the
aggregate.
2. Nationwide acknowledges that Nationwide is an accredited investor as defined
in Rule 501 of Regulation D of the Securities and Exchange Commission and a
sophisticated investor, that Nationwide has had the opportunity to ask for
current information from CheckFree and to speak with the executive management
of CheckFree (subject to agreeing to hold such information confidential) prior
to entering into this agreement; that no information requested by Nationwide
was withheld by CheckFree management; that Nationwide has been advised by
CheckFree of management's current projection of CheckFree's loss per common
share and of subscriber growth for the quarter ended September 30, 1998; and
that such current information is not publicly available and could be considered
material nonpublic information.
3. Nationwide acknowledges that the information concerning CheckFree's quarter
ended September 30, 1998 and provided to Nationwide constitutes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21B of the Securities Exchange Act of 1934, as amended.
These statements involve risks and uncertainties, including without limitation
the completion of the accounting for CheckFree's quarter ended September 30,
1998, and other risks detailed from time to time in the Company's periodic
reports filed with the Securities and Exchange Commission, including the Report
on Form 10-K for the year ended June 30, 1998. Actual results could differ
materially from CheckFree's forward-looking projections. The Company assumes no
obligation to update any forward-looking statements.
4. Nationwide agrees that until at least 48 hours after CheckFree publicly
releases its financial results for the quarter ended September 30, 1998, which
release is currently expected to be made after the close of trading on October
20, 1998, (a) Nationwide will not release or inform any third party, other than
its officers, directors, attorneys and advisors, of the current information
provided to it by CheckFree concerning the quarter ended September 30, 1998 and
(b)
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Nationwide will not purchase or sell any shares of CheckFree common stock
except for the sale of the Shares to CheckFree hereunder.
5. The purchase of the Shares by CheckFree hereunder is subject to the approval
of the Board of Directors of CheckFree. If the Board of Directors of CheckFree
has not approved the purchase on or before 1:30 p.m. Atlanta time, Friday,
October 9, 1998, CheckFree shall have no obligation to purchase and Nationwide
shall have no obligation to sell the Shares. If the CheckFree Board approves
the purchase of the Shares and thus the condition set forth in this Paragraph
is removed, CheckFree shall wire the purchase price to Nationwide's account at
the Bank of New York by the close of business on October 9, 1998, and upon
receipt of the wired funds, Nationwide will instruct its custodial agent to
deliver the Shares by overnight package delivery to CheckFree Holdings
Corporation, 4411 East Jones Bridge Road, Norcross, GA 30092, Attention: James
S. Douglass, Executive Vice President, duly assigned for transfer to CheckFree
free and clear of any liens or encumbrances by an authorized agent of
Nationwide.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
CHECKFREE HOLDINGS CORPORATION NATIONWIDE MUTUAL INSURANCE COMPANY
By: Peter F. Sinisgalli By: Mark W. Poeppelman
----------------------------- ------------------------------
Its: EVP & Chief Operating Officer Its: Investment Officer
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