<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)/1/
CheckFree Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
162813 10 9
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(CUSIP Number)
Michael T. Whealy
First Data Corporation
Suite 1400
5660 New Northside Drive
Atlanta, Georgia 30328-5800
(770) 857-0001
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 2000
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copes of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
_________________
/1/ 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 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).
<PAGE>
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CUSIP NO: 162813 10 9 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
First Data Corporation
IRS No. 47-0731996
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a): [_]
(b): [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 6,567,250
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,567,250
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,567,250
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the common
stock, par value $0.01 per share, of CheckFree Corporation, a Delaware
corporation formerly known as ChekFree Holdings Corporation ("CheckFree"). The
principal executive office of CheckFree is located at 4411 East Jones Bridge,
Norcross, Georgia 30092.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement, the persons enumerated in Instruction C
of Schedule 13D and, where applicable, their respective places of organization,
general partners, directors, executive officers and controlling persons, and
certain information regarding each of them, are as follows:
(a)-(c) This Statement is being filed by First Data Corporation, a
Delaware corporation ("First Data"). First Data is a global leader in electronic
commerce and payment services, providing credit, debit and stored-value card
issuing and merchant transaction processing services, Internet commerce
solutions, money transfers and money orders, and check processing and
verification services throughout the United States, United Kingdom, Australia,
Mexico, Spain and Germany. The principal business and office address of First
Data is 5660 New Northside Drive, Suite 1400, Atlanta, Georgia 30328-5800.
The following individuals are the executive officers and directors of First
Data (with asterisks indicating the directors):
<TABLE>
<CAPTION>
Present Principal Occupation
Name or Employment Name and Business Address
---- ------------- -------------------------
<S> <C> <C>
Henry C. Duques* Chairman of the Board and First Data Corporation
Chief Executive Officer of 5660 New Northside Drive
First Data Suite 1400
Atlanta, GA 30328
Charles T. Fote* President and Chief Operating First Data Corporation
Officer of First Data 6200 South Quebec Street
Englewood, CO 80111
Kimberly S. Patmore Executive Vice President and First Data Corporation
Chief Financial Officer of 6200 South Quebec Street
First Data Englewood, CO 80111
Michael T. Whealy Executive Vice President, First Data Corporation
Chief Administrative Officer, 5660 New Northside Drive
General Counsel and Secretary Suite 1400
of First Data Atlanta, GA 30328
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
Eula L. Adams Executive Vice President of First Data Corporation
First Data 10825 Farnam Drive
Omaha, NE 68154
David P. Bailis Executive Vice President of First Data Corporation
First Data 10825 Farnam Drive
Omaha, NE 68154
Courtney F. Jones* Retired 500 East 77/th/ Street
Apt. 2224
New York, NY 10162
Robert J. Levenson* Managing General Partner of Lenox Capital Group
Lenox Capital Group One Mack Centre Drive
Paramus, NJ 07652
Pamela H. Patsley Executive Vice President of First Data Corporation
First Data 3811 Turtle Creek Blvd.
Suite 750
Dallas, TX 75219
James D. Robinson, III* Chairman of the Board and RRE Investors, LLC
Chief Executive Officer of RRE 126 E. 56th Street
Investors LLC (private venture 26th Floor
investment firm) New York, NY 10022
Charles T. Russell* Retired 812 Lamont Avenue
Novato, CA 94945
Bernard L. Schwartz* Chairman of the Board and Loral Space & Communications,
Chief Executive Officer of Ltd.
Loral Space & Communications, 600 Third Avenue
Ltd. (diversified electronic 36th Floor
systems) New York, NY 10016
Alan M. Silbertstein Executive Vice President of First Data Corporation
First Data One Mack Centre Drive
Paramus, NJ 07652
Joan E. Spero* President of Doris Duke Doris Duke Charitable
Charitable Foundation Foundation
650 Fifth Avenue
19th Floor
New York, NY 10019
</TABLE>
4
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<TABLE>
<S> <C> <C>
Garen K. Staglin* Managing Director of the P.O. Box 680
Rutherford Fund Rutherford, CA 94573
</TABLE>
(d) During the last five years, none of the foregoing persons has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last five years, none of the foregoing persons was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4.
ITEM 4. PURPOSE OF TRANSACTIONS.
As of July 7, 2000, First Data entered into an Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement") with Microsoft
Corporation, a Washington corporation ("Microsoft"); Citibank, N.A., a Delaware
corporation ("Citibank"); H&B Finance, Inc., a Washington corporation and a
wholly-owned subsidiary of Microsoft; FDC International Partner, Inc., a
Delaware corporation and a wholly-owned subsidiary of FDR Subsidiary Corp.,
which is a Delaware corporation and a wholly-owned subsidiary of First Data
Resources, Inc., which is a Delaware corporation and a wholly-owned subsidiary
of First Data ("FDC International"); MSFDC International, Inc., a Delaware
corporation; Citi TransPoint Holdings Inc., a Delaware corporation and a wholly-
owned subsidiary of Citicorp Electronic Commerce, Inc., which is a Delaware
corporation and a wholly-owned subsidiary of Citibank; CheckFree; TransPoint
Acquisition Corporation, a Washington corporation and a wholly-owned direct
subsidiary of CheckFree; Tank Acquisition Corporation, a Delaware corporation
and a wholly-owned direct subsidiary of CheckFree ("Merger Sub B"); Chopper
Merger Corporation, a Delaware corporation and a wholly-owned direct subsidiary
of CheckFree; CheckFree Corporation, a Delaware corporation and a wholly-owned
subsidiary of CheckFree; Microsoft II, LLC, a Delaware limited liability company
all of the equity interests in which are owned by Microsoft; and First Data,
L.L.C., a Delaware limited liability company all of the equity interests in
which are owned by First Data. The Merger Agreement provided for, among other
mergers, the merger (the "Merger") of Merger Sub B with and into FDC
International, with FDC International surviving as a wholly-owned direct
subsidiary of CheckFree. The Merger occurred on September 1, 2000, the closing
date of the Merger Agreement. As a result of the Merger, the outstanding shares
of common stock of FDC International were converted into and became 5,567,250
shares of CheckFree common stock. In addition, as described below, pursuant to
the terms of the Merger Agreement, First Data received 1,000,000 shares of
CheckFree common stock in connection with the execution of the Marketing
Agreement.
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Pursuant to the Merger Agreement, at the closing of the Merger, First Data
entered into a Stockholder Agreement, dated as of September 1, 2000, with
CheckFree. The Stockholder Agreement provides that First Data will be entitled
to appoint one individual designated by it to the board of directors of
CheckFree, provided that such designee is approved by a majority of the board of
directors of CheckFree. For so long as First Data is entitled to designate a
director, CheckFree will be obligated to include that designee as part of the
management slate in its proxy statement relating to the election of directors
and to use commercially reasonable efforts to support such designee consistent
with its current and historical support of other persons standing for election
as part of the management slate. As long as First Data can designate a nominee
for election as a director, First Data has agreed to vote all of its voting
stock in each stockholder vote for the election of directors in the following
manner: (a) if there is no bona fide proxy contest for the election of
directors, in favor of the management slate; or (b) if there is a bona fide
proxy contest for the election of directors, either (1) in favor of the
management slate or (2) in the same proportion as all votes cast by
disinterested stockholders. The director designation right of First Data will
terminate upon the earlier of (a) the first date on which First Data and its
controlled affiliates own less than 75% of the shares acquired at the closing of
the Merger Agreement and (b) the occurrence of a change of control of CheckFree
in which First Data and its controlled affiliates no longer own at least 5% of
the voting shares of the surviving company. For purposes of the Stockholder
Agreement, a "change of control" includes any of the following: (a) any merger,
consolidation or other business combination transaction in which the
stockholders of CheckFree immediately prior to the transaction no longer own at
least 50% of the total voting stock of the surviving entity or its parent after
the transaction; (b) an acquisition by any person, other than First Data and its
controlled affiliates, of at least 30% of the total voting stock of CheckFree;
(c) a sale of the assets of CheckFree to any person, other than First Data and
its controlled affiliates, for a total price in excess of 30% of the market
value of the outstanding common stock of CheckFree at that time; or (d) the
liquidation or dissolution of CheckFree.
The Stockholder Agreement provides that during the "standstill period,"
neither First Data nor any of its controlled affiliates will be able to do,
announce an intention to do or facilitate or encourage another person to do, any
of the following: (a) offer or seek to acquire ownership of any of the assets
or businesses of CheckFree for a total price in excess of 30% of the market
value of the outstanding common stock of CheckFree; (b) acquire beneficial
ownership of any of the voting stock of CheckFree or of any of its subsidiaries,
or any options or other rights to acquire the voting stock, except for
acquisitions to maintain their percentage ownership of CheckFree common stock;
(c) make or participate in any solicitation of proxies with respect to the
voting of any of the securities of CheckFree or any of its subsidiaries; (d)
deposit any securities of CheckFree or of its subsidiaries in a voting trust or
arrangement with any person; (e) become a member of a "group," as defined in
Section 13(d) of the Securities Exchange Act of 1934 with respect to any voting
securities of CheckFree or any of its subsidiaries; (f) arrange any financing
for the purchase of any of the voting securities of CheckFree or its
subsidiaries, or securities convertible into similar securities; (g) propose or
participate in any proposal of a tender offer, exchange offer, merger, business
combination, restructuring, liquidation, recapitalization or similar transaction
involving CheckFree or any of its subsidiaries; (h) nominate any person as a
director who is not nominated by the incumbent directors, or propose any matter
to be voted upon by the stockholders of CheckFree, except that they may nominate
directors in accordance with the governance provisions described above; or
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(i) solicit, initiate, encourage or knowingly or intentionally facilitate any of
its affiliates to undertake any of the immediately foregoing acts. The
"standstill period" is defined in the Stockholder Agreement as the period
beginning September 1, 2000, the closing date of the Merger Agreement, and
ending upon the earliest to occur of (a) the third anniversary of the closing of
the Merger Agreement, (b) the date of the execution of an agreement that will
result in a change of control, as defined above, in CheckFree or the actual
occurrence of a change of control, (c) the commencement of a bona fide third-
party public offer to acquire at least 25% of the voting stock of CheckFree, or
(d) a reduction in the beneficial ownership of the voting stock of CheckFree by
First Data to less than 5% of the total voting stock of CheckFree.
If the standstill period terminates due to a change of control of CheckFree
or the execution of an agreement that would result in a change of control of
CheckFree, and the change of control transaction is later terminated and First
Data has not acquired control of CheckFree before the termination, then the
standstill will be reinstated. Also, if the standstill period terminates due to
a third-party public offer for CheckFree common stock, the public offer is
withdrawn or terminated prior to its consummation and no tender offer of First
Data for CheckFree common stock is pending, then the standstill period will be
reinstated. If, at any time during the standstill period, any third party has
made any proposal or offer relating to a takeover transaction or other change of
control of CheckFree that has not been rejected by its board of directors, the
board of directors of CheckFree has determined to pursue, and is pursuing, a
takeover transaction or other change of control of CheckFree, or the board of
directors or officers of CheckFree have engaged in any discussions or
negotiations with, or provided any information to, any third person with respect
to a potential takeover transaction or change of control of CheckFree and have
not resolved to terminate the discussions, negotiations or provision of
information, then, for so long as any one of these conditions applies, First
Data or its controlled affiliates will be able to make an offer or proposal
directed privately to CheckFree relating to a takeover transaction or other
change of control. If, during the standstill period, CheckFree discloses non-
public information to another party, then First Data will have the option to be
subject to the terms of any less restrictive standstill provision that is
negotiated by CheckFree with the party for the same duration as the less
restrictive standstill applies to this third party. In addition, if, during the
standstill period, CheckFree provides non-public information to another party
without a signed confidentiality agreement with the third party, then the
standstill restrictions will no longer apply to First Data or its controlled
affiliates.
First Data will not be able to transfer any shares of CheckFree common
stock that it beneficially owns during the period ending on the one-year
anniversary of the closing of the Merger Agreement, except for transfers: (a) to
any controlled affiliate who agrees to be bound by the Stockholder Agreement;
(b) which have been consented to in writing by CheckFree; (c) pursuant to a
third-party tender offer that is recommended by the board of directors of
CheckFree or a merger transaction in which CheckFree is a party; or (d) pursuant
to certain bona fide hedging transactions with, or arranged by, a nationally
recognized investment banking firm.
Unless First Data beneficially owns less than 5% of the outstanding
CheckFree common stock, during the period beginning on the one-year anniversary
of the closing of the Merger Agreement and ending on the three-year anniversary
thereof, First Data will not be able to transfer any shares of CheckFree common
stock that it beneficially owns, except for the
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following: (a) the transfer exceptions listed in the preceding paragraph; (b) in
a bona fide public distribution or underwritten public offering, including
pursuant to the registration rights granted to First Data pursuant to the
Registration Rights Agreement described below; or (c) of shares in amounts that
could be sold under the volume limitations of Rule 144 during any applicable
Rule 144 period, assuming during any period that all shares underlying hedging
transactions are considered to be transfers subject to the Rule 144 limitations.
With respect to clauses (b) and (c), however, except as permitted by the
following sentence, these transfers may not be made if they would result, to the
knowledge of First Data, in the transferee holding more than 5% of the
outstanding shares of CheckFree common stock. First Data may transfer only a 5%
block of CheckFree common stock or knowingly transfer shares to a third party so
that after the transfer that third party would own more than 5% of CheckFree
common stock, if the transfer is to a person that is qualified to file a
Schedule 13G pursuant to Rule 13d-1(b) of the Securities Exchange Act of 1934.
Prior to these transfers, however, First Data must offer to sell those shares to
CheckFree at least two days prior to making the transfer. For this two-day
period, CheckFree will have the option to purchase all of the shares at the same
price and upon the same terms as the proposed transfer. If CheckFree does not
exercise its right of first offer, First Data will be able to sell the 5% block
for a set period at no less than 95% of the price offered to CheckFree.
For so long as First Data beneficially owns at least 5% of the outstanding
CheckFree common stock, CheckFree will not amend its Stockholder Rights
Agreement in a manner adverse to First Data, and if CheckFree waives application
of the Stockholder Rights Agreement to any other person, it will also waive
application of the rights agreement to First Data. This agreement regarding the
Stockholder Rights Agreement, however, will not apply to an amendment or waiver
pursuant to the consummation of a transaction approved by the board of directors
of CheckFree.
Pursuant to the Merger Agreement, at the closing of the Merger Agreement,
First Data executed a Registration Rights Agreement with CheckFree providing
that as promptly as practicable after the closing of the Merger Agreement,
CheckFree will file a registration statement allowing the offering for sale on a
continuous basis of the shares of CheckFree common stock received by First Data
in the closing of the Merger Agreement. CheckFree has agreed to use
commercially reasonable best efforts to cause the registration statement to be
declared effective by the Securities and Exchange Commission by the 30th day
after the effective time of the Merger and to keep the shelf registration
statement effective until First Data has either sold all of the shares it
received at the closing or is able to sell all of such shares under Rule 144.
CheckFree will be able to suspend the effectiveness of the shelf registration
statement if the negotiation or consummation of a transaction by CheckFree is
pending or an event has occurred, and in each case CheckFree has a bona fide
business purpose for keeping this negotiation, consummation or event
confidential, and the nondisclosure would cause the registration statement to
fail to comply with applicable disclosure requirements, or if an underwritten
public offering of CheckFree common stock pursuant to the shelf registration
statement would adversely affect a pending or proposed offering of CheckFree
common stock by CheckFree. The Registration Rights Agreement also provides
First Data with certain demand and "piggy back" rights with respect to
underwritten offerings.
8
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Pursuant to the Merger Agreement, on the closing date, First Data and
CheckFree executed a Marketing Agreement, as part consideration for which First
Data received an additional 1,000,000 shares of CheckFree common stock. The
Marketing Agreement provides that CheckFree will use First Data's payment
processing services and services if, in each case in CheckFree's reasonable
business judgment, substantially similar services are not then obtainable from a
third party at an overall economic cost that is less than the overall economic
cost of First Data's services. If CheckFree is able to find substantially
similar payment processing services at a lower overall economic cost from a
third party, First Data will have the chance to meet these terms for provision
of the services. When using its reasonable business judgment regarding the use
of First Data's payment processing services or products, CheckFree will be able
to take into consideration the following: (a) the fact that First Data or its
affiliates offer a directly competing product or service offered by CheckFree or
its affiliates; and (b) the use of First Data's or its affiliates' product or
service by CheckFree or its affiliates would either (1) allow First Data or its
affiliates to achieve substantial competitive benefits due to increased volume
or (2) provide First Data or its affiliates with CheckFree's and its affiliates'
proprietary technology and that provides First Data or its affiliates with a
substantial competitive advantage.
If (1) the fees received by CheckFree from First Data and various billers
for which First Data has played a role in obtaining for CheckFree and (2) the
expense savings received by CheckFree from using First Data's services do not
exceed the annual minimum for the first year of the agreement, or the monthly
minimums for the subsequent periods, each so indicated below, then First Data
will pay the difference to CheckFree after the first year or each monthly
period, as applicable. The minimums for the five-year term of the agreement are
the following:
Year 1.................... $6,000,000 in the aggregate
Year 2.................... $750,000 per month
Year 3.................... $1,000,000 per month
Year 4.................... $1,250,000 per month
Year 5.................... $1,500,000 per month
If First Data chooses to offer pay anyone services, First Data will agree
to use CheckFree's "pay anyone" services if in First Data's reasonable business
judgment substantially similar services could not be obtained at an equal or
lesser overall economic cost from a third party.
Subject to numerous exceptions that allow First Data to continue to conduct
various types of payment processing activities that it currently conducts and
expects to conduct in some form during the term of the Marketing Agreement,
First Data has agreed that it will not offer or provide an integrated
interactive bill payment system for the delivery or payment of more than a
specified ratio of household bills to an aggregation service company by means of
any interactive service anywhere in the world. To the extent that First Data
engages in an activity that would violate the general non-compete agreement
indicated above, First Data may pursue these activities if: (a) First Data and
its affiliates limit the gross revenues received by First Data and its
affiliates from these activities to $50,000,000 per year, with some exceptions;
(b) except in some circumstances, 25% of all gross revenues derived solely from
these activities will be paid to CheckFree, with these payments being counted
against the minimum revenue guarantees owed
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by First Data to CheckFree; and (c) CheckFree is notified as soon as is
practicable after First Data signs an agreement to engage in these activities.
The non-compete provision also contains customary exceptions for providing an
integrated interactive bill payment system and for investments in persons that
engage in activities that would otherwise violate the non-compete provision. In
addition, in no event will First Data be required to pay damages in excess of
$100 million for breaches of the non-competition provisions in the Marketing
Agreement.
The Marketing Agreement has a term of five years, but may be terminated
earlier by First Data in the event of a change of control of CheckFree involving
specified competitors to First Data. A "change of control" is generally defined
to have occurred if any First Data competitor acquires more than 30% of
CheckFree's voting stock or CheckFree's stockholders own less than 70% of
CheckFree's voting stock after a transaction involving any specified First Data
competitor.
The foregoing descriptions of the above referenced agreements are subject
to, and qualified in their entirety by reference to, the text of such
agreements, which are incorporated by reference as exhibits hereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As a result of the consummation of the transactions contemplated by
the Merger Agreement, First Data received from CheckFree 6,567,250 shares of
CheckFree common stock, representing 8.6% of the outstanding shares of CheckFree
common stock (such percentage being calculated based on information provided by
CheckFree that on September 6, 2000, there were 76,038,667 shares of CheckFree
common stock issued and outstanding). Except as set forth in this Item 5(a),
neither First Data, nor, to the knowledge of First Data, any executive officer
or director of First Data identified in Item 2 above beneficially owns any
shares of CheckFree common stock.
(b) First Data has the sole voting power and sole dispositive power over
the 6,567,250 shares of CheckFree common stock delivered to it as a result of
the consummation of the transactions contemplated by the Merger Agreement. The
information contained in Items 2 and 5(a) is incorporated herein by reference.
(c) The information contained in Item 5(a) is incorporated herein by
reference. Except as set forth in this Item 5(c), neither First Data, nor, to
the knowledge of First Data, has any executive officer or director of First Data
identified in Item 2 above effected transactions in CheckFree common stock
during the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
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The information set forth under Items 3, 4 and 5 of this Statement is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
-------------- -----------
1 Amended and Restated Agreement and Plan of Merger, dated as
of July 7, 2000, among Microsoft, First Data, Citibank, H&B
Finance, Inc., FDC International Partner, Inc., MSFDC
International, Inc., Citi TransPoint Holdings Inc.,
CheckFree, TransPoint Acquisition Corporation, Tank
Acquisition Corporation, Chopper Merger Corporation,
CheckFree Corporation, Microsoft II, LLC and First Data,
L.L.C. (1)
2. Stockholder Agreement, dated as of September 1, 2000,
between CheckFree and First Data (2)
3. Registration Rights Agreement, dated as of September 1,
2000, between CheckFree and First Data (2)
4. Marketing Agreement, dated as of September 1, 2000, between
CheckFree and First Data (3)
(1) Incorporated herein by reference to CheckFree's Prospectus pursuant to Rule
424(b)(3), filed with the Securities and Exchange Commission on August 2,
2000.
(2) Incorporated herein by reference to CheckFree's Registration Statement on
form S-4 (File No. 333-41098), filed with the Securities and Exchange
Commission on July 10, 2000.
(3) Incorporated herein by reference to Amendment Number 1 to CheckFree's
Registration Statement on form S-4 (File No. 333-32644), filed with the
Commission on April 18, 2000.
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
correct.
Dated: September 11, 2000
FIRST DATA CORPORATION
By: /s/ Michael T. Whealy
--------------------------
Name: Michael T. Whealy
Title: Executive Vice President, Chief Administrative
Officer, General Counsel and Secretary
11
