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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: FEBRUARY 5, 1999
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CHECKFREE HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 0-26802 58-2360335
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
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4411 East Jones Bridge Road
Norcross, Georgia 30092
(770) 441-3387
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5.
Checkfree Holdings Corporation, a Delaware corporation (the "Company"),
has amended its stockholder rights plan. Amendment No. 1 to the Rights
Agreement, dated February 5, 1999, by and between the Company and The Fifth
Third Bank, as Rights Agent, is attached as Exhibit 4.1 hereto and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) EXHIBITS.
Exhibit No. Description
4.1 Amendment No. 1 to the Rights Agreement, dated as
of February 5, 1999, between Checkfree Holdings
Corporation and The Fifth Third Bank, as Rights
Agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHECKFREE HOLDINGS CORPORATION
Date: February 12, 1999 By: /s/ Peter J. Kight
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Peter J. Kight, Chairman of the
Board, President, and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
4.1 Amendment No. 1 to the Rights Agreement, dated as of
February 5, 1999, between Checkfree Holdings
Corporation and The Fifth Third Bank, as Rights
Agent.
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Exhibit 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
WHEREAS, as of December 16, 1997, CheckFree Holdings Corporation, a
Delaware corporation (the "Corporation"), and The Fifth Third Bank ("Fifth
Third"), entered into a Rights Agreement (the "Rights Agreement"); and
WHEREAS, the Corporation and Fifth Third wish to amend the Rights
Agreement;
NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. The Corporation represents that this Amendment No. 1 complies with
the requirements of Section 27 of the Rights Agreement.
2. Section 23(a) of the Rights Agreement shall be amended by deleting
the words "provided, however, that from and after the first date upon which
there shall exist a 15% Stockholder, any redemption of the Rights shall require,
in addition to the approval of the Board of Directors of the Company, the
approval of a majority of those directors of the Company who were directors
prior to such date" in the sixth, seventh, eighth, and ninth lines.
3. Section 27(a) of the Rights Agreement is hereby amended by deleting
the words "and provided further, however, that from and after the first date
upon which there shall exist a 15% Stockholder, this Agreement shall not be
supplemented or amended in any manner without the approval of a majority of
those directors of the Company who were directors prior to such date" in the
ninth, tenth, eleventh, and twelfth lines.
4. Exhibit C to the Rights Agreement is hereby amended:
(a) by deleting the words "provided, however, that any redemption
after there is a 15% Stockholder shall also require the
approval of a majority of those directors of the Company who
were directors prior to such date" in the eighth, ninth, and
tenth lines of Section 8;
(b) by deleting the words "provided further that from and after
the first date upon which there shall exist a 15%
Stockholder, the Rights Agreement shall not be supplemented
or amended in any manner without the approval of a majority
of the Company's directors who were directors prior to such
date" in the eleventh, twelfth, thirteenth, and fourteenth
lines of Section 11.
5. Except as otherwise amended hereby, the Rights Agreement, as
amended, shall remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, the Corporation and Fifth Third have executed this
Amendment No. 1 to Rights Agreement as of the 5th day of February, 1999.
CHECKFREE HOLDINGS CORPORATION
By: /s/ Peter J. Kight
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Peter J. Kight
Chairman of the Board, President, and
Chief Executive Officer
FIFTH THIRD BANK
By: /s/ Dana S. Hushak
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Name: Dana S. Hushak
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Title: Vice President
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