<PAGE> 1
Pursuant to
Rule 424(b)(3)
File #333-94757
#333-94757-01
#333-94757-02
#333-94757-04
PROSPECTUS SUPPLEMENT
To Prospectus dated August 2, 2000
$172,500,000
CHECKFREE CORPORATION
6 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2006
The purpose of this supplement is to amend and supplement the prospectus
dated August 2, 2000, relating to the offer for resale of up to $172,500,000
aggregate principal amount at maturity of CheckFree Corporation's 6 1/2%
Convertible Subordinated Notes due 2006, and such shares of common stock as may
be issued upon conversion of the notes.
The prospectus is hereby further amended and supplemented to include in
the "Selling Securityholders" table the information in the table set forth below
regarding an additional selling securityholder and a selling securityholder
whose beneficial ownership of notes has increased from the information set forth
in the prospectus. The following table is based solely upon information provided
to us by or on behalf of the selling securityholders named below and indicates
with respect to each such selling securityholder:
- the aggregate principal amount of the notes beneficially owned by
such selling securityholder as of August 10, 2000;
- the maximum amount of notes that such selling securityholder may
offer under the prospectus;
- the number of shares of CheckFree common stock beneficially owned by
such selling securityholder as of August 10, 2000;
- the maximum number of shares of CheckFree common stock that may be
offered for the account of such selling securityholder under the
prospectus.
<TABLE>
<CAPTION>
NO. OF SHARES
AGGREGATE OF COMMON
PRINCIPAL PRINCIPAL STOCK OWNED NO. OF SHARES OF
AMOUNT AMOUNT OF PRIOR TO COMMON STOCK
NAME OF SELLING SECURITYHOLDER OF NOTES NOTES OFFERED OFFERING(*) OFFERED(*)
--------------------------------------- ----------------- ---------------- ---------------- -------------------
<S> <C> <C> <C> <C>
AIG/National Union Fire Insurance $1,465,000 $1,465,000 20,013 20,013
Allstate Insurance Company $1,800,000 $1,800,000 24,590 24,590
Aloha Airlines Non-Pilots Pension $60,000 $60,000 819 819
Trust
Aloha Airlines Pilots Retirement Trust $35,000 $35,000 478 478
BBT Fund, L.P. $10,250,000 $10,250,000 140,027 140,027
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Bear, Stearns & Co., Inc. $1,000,000 $1,000,000 13,661 13,661
BP Amoco PLC, Master Trust $2,190,000 $2,190,000 29,918 29,918
C & H Sugar Company, Inc. $100,000 $100,000 1,366 1,366
CIBC World Markets $10,500,000 $10,500,000 143,442 143,442
Clinton Riverside Convertible $2,600,000 $2,600,000 35,519 35,519
Portfolio Limited
Delaware PERS $1,725,000 $1,725,000 23,565 23,565
Deutsche Bank AG $36,400,000 $36,400,000 497,267 497,267
First Republic Bank $350,000 $350,000 4,781 4,781
Forestal Funding Master Trust $6,000,000 $6,000,000 81,967 81,967
Hawaiian Airlines Employees Pension $55,000 $55,000 751 751
Plan-IAM
Hawaiian Airlines Pension Plan for $10,000 $10,000 136 136
Salaried Employees
Hawaiian Airlines Pilots Retirement $85,000 $85,000 1,161 1,161
Plan
Hotel Union & Hotel Industry of Hawaii $447,000 $447,000 6,106 6,106
ICI American Holdings Trust $925,000 $925,000 12,636 12,636
Island Holdings $30,000 $30,000 409 409
ITG, Inc. $256,000 $256,000 3,497 3,497
Jeffiere & Company, Inc. $10,000 $10,000 136 136
JMG Capitol Partners, LP $3,505,000 $3,505,000 47,882 47,882
JMG Triton Offshore Fund, Ltd. $4,505,000 $4,505,000 61,543 61,543
KBC Financial Products $1,000,000 $1,000,000 13,661 13,661
Kentfield Trading, Ltd. $6,440,000 $6,440,000 87,978 87,978
Liberty View Funds L.P. $500,000 $500,000 6,830 6,830
Merrill Lynch, Pierce, Fenner & $873,000 $873,000 11,926 11,926
Smith, Inc.
Nalco Chemical Company $600,000 $600,000 8,196 8,196
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Paloma Strategic Securities Limited $1,000,000 $1,000,000 13,661 13,661
Phelp IV, LLC $109,000 $109,000 1,489 1,489
Queen's Health Plan $20,000 $20,000 273 273
Robertson Stephens $11,000,000 $11,000,000 150,273 150,273
Sagamore Hill Hub Fund Ltd. $250,000 $250,000 3,415 3,415
Southern Farm Bureau Life Insurance - $2,100,000 $2,100,000 28,688 28,688
FRIC
Starvest Combined Portfolio $1,900,000 $1,900,000 25,956 25,956
Starvest Managed Portfolio $140,000 $140,000 1,912 1,912
State of Oregon Equity $5,125,000 $5,125,000 70,013 70,013
State of Oregon/SAIF Corporation $2,175,000 $2,175,000 29,713 29,713
TCW Group, Inc. $5,825,000 $5,825,000 79,576 79,576
The Estate of Janus Campbell $1,229,000 $1,229,000 16,789 16,789
TQA Master Fund $600,000 $600,000 8,196 8,196
TQA Master Fund Plus $250,000 $250,000 3,415 3,415
Tracor Inc., Employees Retirement Plan $160,000 $160,000 2,185 2,185
Tribecca Investments L.L.C. $6,000,000 $6,000,000 81,967 81,967
Viacom Inc. Pension Plan Master Trust $64,000 $64,000 874 874
Zeneca Holdings Trust $650,000 $650,000 8,879 8,879
</TABLE>
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* Reflects the shares of common stock into which the notes held by such
securityholder are convertible at the initial conversion rate. The conversion
rate and the number of shares of common stock issuable upon conversion of the
notes are subject to adjustment under certain circumstances. See "Description of
the Notes -- Conversion" in the prospectus
The selling securityholders named above may, in transactions exempt from
the registration requirements of the Securities Act of 1933, as amended, have
sold, transferred or otherwise disposed of all or a portion of their notes and
common stock since the date on which they provided the information in the table
regarding their notes and common stock. Any such sales would affect the data in
the table above.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 11, 2000.
