CHECKFREE CORP \GA\
424B1, 2000-12-13
BUSINESS SERVICES, NEC
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<PAGE>   1


PROSPECTUS                                      Filed pursuant to Rule 424(b)(1)
----------                                            Registration No. 333-50494

                               15,917,250 SHARES

                                [CHECKFREE LOGO]

                                  COMMON STOCK


     This prospectus relates to the sale of 15,917,250 shares of our common
stock owned by a group of our stockholders on whose behalf we are registering
these shares. These stockholders may sell the shares through agents,
broker-dealers or underwriters, and on terms determined at the time of the sale.
To the extent required, we will provide you with a supplement to this prospectus
with specific information regarding:

     -   the shares to be sold;

     -   the public offering price; and

     -   the names of any agent, broker-dealer, or underwriter through which
         these shares are sold, and any applicable commission or discount.

     The stockholders selling shares under this prospectus reserve the sole
right to accept or reject, in whole or in part, any proposed sale of the shares.

     We will not receive any proceeds from the sale of shares under this
prospectus. All proceeds will go directly to the selling stockholders.

     Our common stock is listed on the Nasdaq National Market under the symbol
"CKFR." On December 11, 2000, the closing price per share of our common stock on
the Nasdaq National Market was $54.25.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                           --------------------------


               The date of this prospectus is December 12, 2000.


<PAGE>   2


THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT
CHECKFREE THAT IS NOT INCLUDED OR DELIVERED WITH THIS DOCUMENT. THIS INFORMATION
IS DESCRIBED IN GREATER DETAIL IN THE SECTION OF THIS PROSPECTUS ENTITLED "WHERE
YOU CAN FIND MORE INFORMATION." IN ADDITION, THE INFORMATION IS AVAILABLE
WITHOUT CHARGE UPON A WRITTEN OR ORAL REQUEST TO CHECKFREE CORPORATION, 4411
EAST JONES BRIDGE ROAD, NORCROSS, GEORGIA 30092, ATTENTION: INVESTOR RELATIONS,
(678) 375-3000.

                                TABLE OF CONTENTS

                                                  PAGE
                                                  ----

Table of Contents................................   2

Where You Can Find More Information..............   3

Forward-Looking Statements.......................   4

The Company......................................   5

Use of Proceeds..................................   5

Selling Stockholders.............................   5

     Generally...................................   5

     Stockholder Agreements......................   5

     Registration Rights Agreements..............   8

Plan of Distribution.............................  10

Experts..........................................  10

Legal Matters....................................  11




                                      -2-
<PAGE>   3

                       WHERE YOU CAN FIND MORE INFORMATION

     This prospectus incorporates documents by reference which are not presented
in or delivered with this prospectus. You should rely only on the information
contained in this document or to documents that we have referred you to. We have
not authorized anyone to provide you with any additional information.

     The following documents, which have been filed by us with the Securities
and Exchange Commission (SEC file number 0-26802), are incorporated by reference
into, and considered to be a part of, this prospectus:

     -   Annual Report on Form 10-K for the fiscal year ended June 30, 2000
         (filed September 26, 2000);

     -   Quarterly Report on Form 10-Q for the quarter ended September 30, 2000
         (filed November 14, 2000);

     -   Proxy Statements for the Special Meeting of Stockholders held on
         September 28, 2000 (filed August 25, 2000) and the Annual Meeting of
         Stockholders to be held on November 1, 2000 (filed September 29, 2000);

     -   Current Reports on Form 8-K dated July 12, 2000 (filed July 12, 2000),
         dated August 2, 2000 (filed August 3, 2000), dated September 1, 2000
         (filed September 15, 2000 and amended on November 8, 2000), dated
         September 5, 2000 (filed September 5, 2000), dated September 30, 2000
         (filed October 3, 2000), dated October 1, 2000 (filed October 2, 2000),
         dated October 1, 2000 (filed October 11, 2000), dated November 1, 2000
         (filed November 6, 2000), and dated November 14, 2000 (filed November
         14, 2000);

     -   The description of common stock, contained in the registration
         statement on Form 8-A filed with the Commission pursuant to Section 12
         of the Securities Exchange Act of 1934 and all amendments thereto and
         reports filed for the purpose of updating this description; and

     -   All documents filed by us with the Commission pursuant to Sections
         13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
         the date of this prospectus and before the offering of our common stock
         hereby is completed, other than portions of these documents described
         in paragraphs (i), (k) and (l) of Item 402 of Regulation S-K
         promulgated by the Commission.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or any other subsequently filed document that is
deemed to be incorporated by reference into this prospectus modifies or
supersedes the statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.

     We will provide a copy of any and all of the information that we
incorporate by reference in this prospectus to any person, without charge, upon
written or oral request. If exhibits to the documents incorporated by reference
in this prospectus are not themselves specifically incorporated by reference in
this prospectus, then the exhibits will not be provided.

     Requests for documents relating to us should be directed to:

     CheckFree Corporation
     4411 East Jones Bridge Road
     Norcross, Georgia 30092
     Attention: Investor Relations
     Telephone: (678) 375-300
     E-mail: [email protected]

     We must comply with the informational requirements of the Securities
Exchange Act of 1934 and its rules and regulations. Under the Securities
Exchange Act of 1934, we must file reports, proxy statements, and other
information with the Commission. Copies of these reports, proxy statements, and
other information can be inspected and copied at:

     Public Reference Room
     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, D.C. 20549



                                      -3-
<PAGE>   4

or at the public reference facilities of the regional offices of the Commission
at:

     500 West Madison Street
     Suite 1400
     Chicago, Illinois  60661-2511

     or

     7 World Trade Center
     Suite 1300
     New York, New York 10048-1102

     You may obtain information on the operation of the Public Conference Room
by calling the Commission at 1-800-SEC-0330. You may also obtain copies of our
materials by mail at prescribed rates from the Public Reference Room at the
address noted above. Finally, you may obtain these materials electronically by
accessing the Commission's home page on the Internet at HTTP://WWW.SEC.GOV.

     Our common stock is listed on the Nasdaq National Market. Accordingly,
reports and other information concerning us should be available for inspection
and copying at the offices of:

     The Nasdaq Stock Market
     1735 K Street, N.W.,
     Washington, D.C. 20006-1504

     We have filed a registration statement on Form S-3 under the Securities Act
of 1933 with the Securities and Exchange Commission with respect to our common
stock to be offered by this prospectus. This prospectus constitutes our
prospectus filed as part of the registration statement. This prospectus does not
contain all of the information set forth in the registration statement because
selected parts of the registration statement are omitted in accordance with the
Commission's rules and regulations. The registration statement and its exhibits
are available for inspection and copying as set forth above.

     All information contained in this prospectus regarding CheckFree was
supplied by us, and all information contained in this prospectus regarding the
selling stockholders was supplied by the respective selling stockholders.
Neither CheckFree nor the selling stockholders can warrant the accuracy or
completeness of information relating to the other party.

                           FORWARD LOOKING STATEMENTS

     The Securities and Exchange Commission encourages companies to disclose
forward-looking information so that investors can better understand a company's
future prospects and make informed investment decisions. This prospectus
contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements may be made directly
in this prospectus referring to us, and they may also be made as part of this
prospectus by reference to other documents filed with the Securities and
Exchange Commission by us, which is known as "incorporation by reference." These
statements may include statements regarding the period following completion of
offering of our common stock on behalf of the selling stockholders by this
prospectus.

     Words like "anticipate," "estimate," "expects," "projects," "intends,"
"plans," "believes" and words and terms of similar substance used in connection
with any discussion of future operating of financial performance, or the
transactions involving us, identify forward-looking statements.

     All forward-looking statements are management's present expectations of
future events and are subject to a number of factors and uncertainties that
could cause actual results to differ materially from those described in the
forward-looking statements.

     For additional information that could cause actual results to differ
materially from those described in the forward-looking statements, please see
our annual report on Form 10-K for the year ended June 30, 2000 that we filed
with the Commission on September 26, 2000.

     Stockholders and potential investors are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of the date of
this prospectus or the date of the document incorporated by reference in this
prospectus. We are not under any obligation, and expressly disclaims any
obligation, to update or alter any forward-looking statements, whether as a
result of new information, future events or otherwise.

     All subsequent forward-looking statements attributable us or any person
acting on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section.



                                      -4-
<PAGE>   5


                                   THE COMPANY

     This summary highlights selected information about our company. You should
carefully read this prospectus and the other documents we refer to for a more
complete understanding of our business.

CHECKFREE CORPORATION
4411 EAST JONES BRIDGE ROAD
NORCROSS, GEORGIA 30092
(678) 375-3000
WWW.CHECKFREE.COM

     The reference to our website address above does not constitute
incorporation by reference of the information contained on that website, so you
should not consider any information on this website to be a part of this
prospectus.

     We are the leading provider of electronic billing and payment services. We
operate our business through three independent but inter-related divisions:

     -   Electronic Commerce;
     -   Investment Services; and
     -   Software.

     Our Electronic Commerce business provides services that allow consumers to:

     -   receive electronic bills through the Internet;
     -   pay any bill--electronic or paper--to anyone; and
     -   perform customary banking transactions, including balance inquiries,
         transfers between accounts and on-line statement reconciliations.

     Our Investment Services business offers portfolio accounting and
performance measurement services to investment advisors, brokerage firms, banks
and insurance companies and financial planning application software to financial
planners.

     Our Software businesses provide electronic commerce and financial
applications software and services for businesses and financial institutions.

     We are incorporating by reference important business and financial
information about CheckFree into this prospectus that is not included in or
delivered with this prospectus. You may obtain the information incorporated by
reference into this prospectus without charge by following the instructions in
the section entitled "Where You Can Find More Information" in this prospectus.

                                 USE OF PROCEEDS

     The proceeds from the sale of the shares offered by this prospectus are
solely for the stockholders who currently own and are selling the shares. We
will not receive any of the proceeds from the sale of these shares.

                              SELLING STOCKHOLDERS

GENERALLY

     The following table contains information regarding the beneficial ownership
of the selling stockholders as of November 21, 2000:

                     Shares                      Shares
                     Owned          Shares        Owned
    Selling        Before the       Being       After the
  Stockholder       Offering       Offered      Offering
  -----------       --------       -------      --------

   Microsoft
  Corporation       8,567,250     8,567,250            0

   First Data
  Corporation       6,567,250     6,567,250            0

 Citibank, N.A.       932,750       782,750      150,000

     Except for the board seats held by Microsoft and First Data, none of the
selling stockholders are deemed to be our affiliates.

     On July 7, 2000, we entered into an amended and restated agreement and plan
of merger with Microsoft Corporation, First Data Corporation, and Citibank,
N.A., whereby through a series of acquisitions we would acquire the business of
TransPoint. In consideration for the mergers and certain related commercial
agreements, we agreed to issue to Microsoft, First Data, and Citibank an
aggregate of 17,000,000 shares of our common stock. The TransPoint acquisition
was completed on September 1, 2000.

STOCKHOLDER AGREEMENTS

     At the closing of the TransPoint acquisition, both Microsoft and First Data
executed a stockholders agreement with us that contained provisions that are
summarized as follows:


                                      -5-
<PAGE>   6


     Governance.

     Pursuant to the stockholder agreements, each of Microsoft and First Data
were entitled to appoint one individual designated by it to our board of
directors. Each of the directors designated by Microsoft and First Data must be
approved by a majority of the members of our board of directors. Following the
TransPoint acquisition, Lewis Levin, a Vice President of Microsoft, and Henry C.
Duques, the Chairman and Chief Executive Officer of First Data, were appointed
as directors to our board of directors.

     For so long as either Microsoft or First Data is entitled to designate a
director, we will be obligated to include that designee as part of the
management slate in our proxy statement relating to the election of directors
and use commercially reasonable efforts to support each designee consistent with
our current and historical support of other persons standing for election as
part of the management slate.

     As long as each of Microsoft and First Data can designate a nominee for
election as a director, each will agree to vote all of its voting stock in each
stockholder vote for the election of directors in the following manner:

     -   if there is no bona fide proxy contest for the election of directors,
         in favor of the management slate; or

     -   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 each of Microsoft and First Data will
terminate upon the earlier of:

     -   first date on which the stockholder and its controlled affiliates own
         less than 75% of the shares acquired at the closing of the TransPoint
         acquisition, and

     -   the occurrence of a change of control of our company in which the
         stockholder and its controlled affiliates no longer own at least 5% of
         the voting shares of the surviving company.

     For purposes of the stockholder agreements, a "change of control" will
include any of the following:

     -   any merger, consolidation or other business combination transaction in
         which our stockholders 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;

     -   an acquisition by any person, other than Microsoft and its controlled
         affiliates or First Data and its controlled affiliates, as the case may
         be, of at least 30% of our total voting stock;

     -   a sale of our assets to any person, other than Microsoft and its
         controlled affiliates or First Data and its controlled affiliates, as
         the case may be, for a total price in excess of 30% of the market value
         of our outstanding common stock at that time; or

     -   our liquidation of dissolution.

     Standstill.

     During the standstill period, neither Microsoft, First Data nor any of
their respective controlled affiliates will be able to do, announce an intention
to do, or facilitate or encourage another person to do, any of the following:

     -   offer or seek to acquire ownership of any of our assets or businesses
         for a total price in excess of 30% of the market value of our
         outstanding common stock;

     -   acquire beneficial ownership of any of our voting stock or any of our
         subsidiaries, or any options or other rights to acquire the voting
         stock, except for acquisitions to maintain their percentage ownership
         of our common stock;

     -   make or participate in any solicitation of proxies with respect to the
         voting of any of our securities or any of our subsidiaries;

     -   deposit any securities of ours or our subsidiaries in a voting trust or
         arrangement with any person;

     -   become a member of a "group," as defined in Section 13(d) of the
         Securities Exchange Act of 1934 with respect to any of our voting
         securities or any of our subsidiaries;




                                      -6-
<PAGE>   7

     -   arrange any financing for the purchase of any of our or our
         subsidiaries voting securities, or securities convertible into similar
         securities;

     -   propose or participate in any proposal of a tender offer, exchange
         offer, merger, business combination, restructuring, liquidation,
         recapitalization or similar transaction involving us or any of our
         subsidiaries;

     -   nominate any person as a director who is not nominated by the incumbent
         directors, or propose any matter to be voted upon by our stockholders,
         except that they may nominate directors in accordance with the
         "Governance" provision described above; or

     -   solicit, initiate, encourage or knowingly or intentionally facilitate
         any of its affiliates undertaking any of the acts described in the
         bullet points immediately above.

     The "standstill period" is defined in each of the stockholder agreements as
the period beginning on September 1, 2000 and ending upon the earliest to occur
of the following:

     -   September 1, 2003;

     -   the date of execution of an agreement that will result in our change of
         control, which is defined above, or the actual occurrence of a change
         of control;

     -   the commencement of a bona fide third party public offer to acquire at
         least 25% of our voting stock; or

     -   a reduction in beneficial ownership of our voting stock by Microsoft or
         First Data, as the case may be, to less than 5% of our total voting
         stock.

     If the standstill period terminates due to our change of control or the
execution of an agreement that would result in our change of control, the change
of control transaction is terminated and neither Microsoft nor First Data has
acquired control of us before the termination, then the standstill will be
reinstated. Also, if the standstill period terminates due to a third party
public offer for our common stock, the public offer is withdrawn or terminated
prior to its consummation and no tender offer of Microsoft or First Data for our
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 us, which has not been
         rejected by the board of directors,

     -   the board of directors has determined to pursue, and is pursuing, a
         takeover transaction or other change of control of us, or

     -   our board of directors or officers have engaged in any discussions or
         negotiations with, or provided any information to, any third person
         with respect to a potential takeover transaction or our change of
         control and have not resolved to terminate the discussions,
         negotiations or provision of information,

then, for so long as any one of these conditions apply, Microsoft, First Data or
their controlled affiliates will be able to make an offer or proposal directed
privately to us relating to a takeover transaction or other change of control.

     If, during the standstill period, we disclose non-public information to
another party, then Microsoft and First Data each will have the option to be
subject to the terms of any less restrictive standstill provision that is
negotiated by us with the party for the same duration as the less restrictive
standstill applies to this third party. In addition, if, during the standstill
period, we provide non-public information to another party without a signed
confidentiality agreement with the third party, then the standstill restrictions
will no longer apply to Microsoft, First Data and their controlled affiliates.

     Transfer Restrictions.

     Microsoft and First Data will not be able to transfer any shares of our
common stock they beneficially own during the period ending on September 1,
2001, except for transfers:

     -   to any controlled affiliate who agrees to be bound by the stockholder
         agreement;

     -   which have been consented to in writing by us;




                                      -7-
<PAGE>   8

     -   pursuant to a third-party tender offer that is recommended by our board
         of directors or a merger transaction in which we are a party; or

     -   subject to the following paragraph, pursuant to bona fide hedging
         transactions with, or arranged by, a nationally recognized investment
         banking firm or other nationally recognized financial institutions.

     With respect to hedging during the one year period after September 1, 2000:

     -   as to each of Microsoft and First Data, the total number of shares
         underlying hedging transactions entered into or renewed during the
         first-year period may not be greater than 50% of the volume limitations
         under Rule 144 of the Securities Act of 1933 during any applicable Rule
         144 period, assuming the hedges by each were treated as transfers by
         each subject to Rule 144;

     -   Microsoft and First Data may renew or amend any hedge in place as long
         as each does not exceed the number of shares underlying their
         respective prior hedging transaction; and

     -   Microsoft and First Data may not enter into, renew or amend more than
         one hedge transaction during any calendar quarter if it would require
         the filing of an amendment by such party to any Schedule 13D under the
         rules and regulations promulgated by the Securities and Exchange
         Commission under the Securities Exchange Act of 1934.

     Unless Microsoft or First Data beneficially own less than 5% of our
outstanding common stock, during the period beginning on September 1, 2001 and
ending on September 1, 2003, Microsoft and First Data will not be able to
transfer any shares of our common stock they beneficially own, except for
transfers:

     -   pursuant to each of the bullet points set forth in the first paragraph
         of this "Transfer Restrictions" section, except that as to each of them
         the shares underlying hedging transactions, together with transfers
         pursuant to the third bullet point of this paragraph, may be equal to
         up to 100% of the volume limitations of Rule 144 during any applicable
         Rule 144 period;

     -   in a bona fide public distribution or underwritten public offering,
         including pursuant to the registration rights granted to Microsoft and
         First Data described in the "Registration Rights Agreements" section
         below; or

     -   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 any new or renewed hedging
         transactions by such party are considered to be transfers by such party
         subject to the Rule 144 limitations.

     With respect to the second and third bullet points immediately above,
however, except as permitted by the following paragraph, these transfers may not
be made if they would result, to the knowledge of Microsoft or First Data, as
the case may be, in the transferee holding more than 5% of our outstanding
shares of common stock.

     Microsoft or First Data will only be able to transfer a 5% block of our
common stock or knowingly transfer shares to a third party so that after the
transfer that third party would own more than 5% of our 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, Microsoft or First Data must offer to sell those shares to us at least
two days prior to making the transfer. For this two-day period, we will have the
option to purchase all of the shares at the same price and upon the same terms
as the proposed transfer. If we decide not to exercise our right of first offer,
Microsoft or First Data, as the case may be, will be able to sell the 5% block
for a set period at no less than 95% of the price offered to us.

REGISTRATION RIGHTS AGREEMENTS

     At the closing of the TransPoint acquisition, Microsoft, First Data and
Citibank each executed a registration rights agreement with us that contained
the following provisions:

     Shelf Registration Statement.

     Pursuant to the registration rights agreements, as promptly as practicable
after the closing of TransPoint acquisition, we agreed to file, at our expense,
a registration statement allowing the offering for sale on a continuous basis of
the shares of our common stock received by Microsoft, First Data and Citibank in
the



                                      -8-
<PAGE>   9

TransPoint acquisition. We have agreed to use our commercially reasonable best
efforts to cause the registration statement to be declared effective by the
Commission by the 30th day after the effective time of the closing, and to keep
the shelf registration statement effective until Microsoft, First Data and
Citibank have either sold all of the shares they received at the closing or they
are able to sell all of these shares under Rule 144.

     We will be able to suspend the effectiveness of the shelf registration
statement in the following circumstances:

     -   as to each of Microsoft, First Data, and Citibank, if the negotiation
         or consummation of a transaction by us is pending or an event has
         occurred, and in each case we have 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

     -   as to each of Microsoft and First Data, if an underwritten public
         offering of our common stock pursuant to the shelf registration
         statement would adversely affect a pending or proposed offering of our
         common stock by us.

     Underwritten Offerings.

     In the registration rights agreements among us and Microsoft and First
Data, each of Microsoft and First Data will have the right to request us to
undertake, at our expense, an underwritten public offering of our shares of
common stock they received in the TransPoint acquisition. Each of Microsoft and
First Data will be limited to one of these requests during any six-month period.
If we are allowed to choose the lead managing underwriter for any particular
underwritten offering, then our management will participate in a customary road
show in connection with the offering.

     We will only be obligated to undertake an underwritten offering for
Microsoft or First Data if either of the following minimums is satisfied:

     -   the aggregate gross proceeds to the participants in the offering equal
         or exceed $100 million, or

     -   the total number shares of our common stock to be registered in the
         offering equals or exceeds 1,000,000.

     Piggyback Registrations.

     In the registration rights agreement among us, Microsoft and First Data, we
will grant customary piggyback registration rights to Microsoft and First Data
so that if, at any time while the shelf registration statement is effective, we
propose to register any of our common stock, whether or not for our own account,
each of Microsoft and First Data will be able to request that we include its
shares in the registration unless the registration is related to shares issued
in connection with a merger or an exchange offer or pursuant to an employee
benefit plan.

     Underwriter Limitations on Underwritten Public Offerings.

     If the lead managing underwriter of an underwritten public offering of our
common stock advises us, or Microsoft or First Data, if applicable, that the
number of shares proposed to be offered should be limited due to market
conditions, then the amount of shares offered, including pursuant to any
over-allotment options exercised by the underwriters, will be allocated in the
following manner:

     -   if the offering is initiated by us,

         (1) first, to the full extent of shares we desire to sell, and

         (2) second, if any shares remain, to Microsoft and First Data and to
             any other persons possessing similar registration rights pro
             rata in accordance with each request.

     -   if the offering is initiated by Microsoft or First Data,

         (1) first, to the full extent of shares the stockholder initiating the
             offering desires to sell, and

         (2) second, if any shares remain, to each other holder of our common
             stock possessing similar registration rights pro rata in
             accordance with each request.



                                      -9-
<PAGE>   10

     Expenses.

     We have agreed to pay our expenses of registering the shares of our common
stock offered by this prospectus under the Securities Act, including
registration and filing fees, printing expenses, administrative expenses, and
certain legal and accounting fees. Each of the selling stockholders will bear
their pro rata share of all discounts, commissions, or other amounts payable to
underwriters, broker-dealers, or agents as well as fees and disbursements for
legal counsel retained by any selling stockholders and any transfer taxes
relating to the sale or disposition of the shares.

                              PLAN OF DISTRIBUTION

     The shares covered by this prospectus may be offered and sold from time to
time by the selling stockholders or by their pledgees, donees, transferees, and
other successors in interest. The selling stockholders will act independently of
us and each other in making decisions with respect to the timing, manner, and
size of each sale. To our knowledge, none of the selling stockholders have
entered into any agreement, arrangement, or understanding with any particular
broker or market maker that will participate in the offering.

     The selling stockholders may sell shares in any of the following
transactions:

     -   through broker-dealers;
     -   through agents; or
     -   directly to one or more purchasers.

     From time to time, the selling stockholders may sell their shares in one or
more transactions in the over-the-counter market, on the Nasdaq National Market,
or in privately negotiated transactions at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, or at negotiated
prices. In addition, any shares covered by this prospectus which qualify for
sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than
under this prospectus.

     Regarding the distribution of the shares or otherwise, subject to the
restrictions set forth in the "Selling Stockholders" section above, the selling
stockholders may do the following:

     -   enter into hedging transactions with broker-dealers. In connection with
         such transactions, broker-dealers may engage in short sales of the
         shares registered under this prospectus in the course of hedging the
         positions they assume with the selling stockholders.

     -   sell shares short and redeliver the shares to close out such short
         positions.

     -   enter into option or other transactions with broker-dealers which
         require the selling stockholders to deliver the shares registered by
         this registration statement to the broker-dealer, so that the
         broker-dealer may resell or otherwise transfer the shares under this
         prospectus.

     -   loan or pledge the shares of our common stock offered by this
         prospectus to a broker-dealer, who in turn may:

         (1)      sell the shares so loaned; or

         (2)      upon a default, sell the shares so pledged, under this
                  prospectus.

     When the selling stockholders offer their shares, to the extent required,
we will provide you with a prospectus supplement detailing:

     -   the aggregate number of shares being offered;

     -   the terms of the offering, including the name or names of any
         underwriters, broker-dealers, or agents;

     -   any commissions, discounts, or concessions and other items constituting
         compensation from the selling stockholders; and

     -   any commissions, discounts, or concessions allowed or repaid to
         broker-dealers.

                                     EXPERTS

     Our consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended June 30, 2000 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.




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<PAGE>   11

     The consolidated financial statements of MSFDC, L.L.C. and related
companies, incorporated in this prospectus by reference from our Current Report
on Form 8-K, dated as of November 14, 2000, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

                                  LEGAL MATTERS

     We have engaged Porter, Wright, Morris & Arthur LLP, Columbus, Ohio to
assist us with legal matters concerning the registration statement for the
shares of our common stock offered by this prospectus. Porter, Wright, Morris &
Arthur LLP will pass on the validity of our common stock offered by this
prospectus.

     Partners of Porter, Wright, Morris & Arthur LLP who participated in the
preparation of this prospectus beneficially own an aggregate of 26,507 shares of
our common stock consisting of a combination of stock and options exercisable
within 60 days after the date of this prospectus.



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