SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on February 19, 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
Checkfree Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
162812 10 1
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(CUSIP Number)
Catherine L. Valentine, Esq. Kenneth A. Linhares, Esq.
Intuit Inc. Fenwick & West LLP
2535 Garcia Avenue Two Palo Alto Square
Mountain View, CA 94043 Palo Alto, CA 94306
(415) 944-6000 (415) 494-0600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 5, 1997
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(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
[ ].
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 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
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SCHEDULE 13D/A
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CUSIP NO. 162812 10 1
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTUIT INC.; 77-0034661
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
2 (B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS AF; 00 (1)
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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 (USA)
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7 SOLE VOTING POWER
NUMBER
OF 10,600,000
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED NOT APPLICABLE
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BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10,600,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
NOT APPLICABLE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,600,000
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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)
19.6%
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14 TYPE OF REPORTING PERSON
CO
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(1) See Item 3 of the initial Schedule 13D filed February 6, 1997.
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Introductory Statement
This Amendment No. 2 ("Amendment No. 2") to the statement on
Schedule 13D dated January 27, 1997 (the "Schedule 13D") is filed by Intuit Inc.
("Intuit") in connection with the reduction of its beneficial ownership of
Common Stock of Checkfree Corporation, a Delaware corporation (the "Issuer").
Items 4 and 5 of the Schedule 13D are hereby amended in their entirety to read
as set forth below in this Amendment No. 2. All other Items are unchanged.
Except as otherwise indicated, all defined terms contained herein have the
meanings ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the original acquisition of the Issuer's Shares
was to effect the merger of the Issuer's wholly-owned subsidiary Acquisition
with and into Intuit's wholly-owned subsidiary ISC, in accordance with the Plan.
On January 27, 1997, the Issuer's stockholders approved the terms of the Plan.
No approval of the Plan was required by Intuit's stockholders. On January 27,
1997, the sole stockholder of Acquisition and the sole stockholder of ISC each
approved the terms of the Plan. The Merger became effective by the filing of a
Certificate of Merger between Acquisition and ISC with the Delaware Secretary of
State on January 27, 1997.
Prior to consummating the Merger, Intuit provided electronic
home banking and electronic bill payment services and other related on-line
services through its ISC subsidiary. Intuit concluded that it was in its best
long-term interests to focus the efforts of its management on Intuit's core
business of developing and marketing "front-end" software products and services,
rather than devoting substantial management time and effort to building ISC's
transactions processing business. Accordingly, Intuit elected to dispose of the
ISC business to Checkfree in the Merger in exchange for the Shares in order to
achieve this objective, while retaining an indirect interest in ISC's business
through an ownership stake in Checkfree Common Stock
On February 5, 1997, Intuit sold 2,000,000 of the Shares to a
broker-dealer at a price of $14.625 per share. The purpose of the sale was to
reduce Intuit's beneficial ownership of the Issuer's Common Stock to less than
20% of the outstanding Common Stock, so that Intuit's investment in the Shares
could be accounted for under the cost method of accounting. Intuit now
beneficially owns shares representing approximately 19.6% of the Issuer's
outstanding Common Stock.
(a) Intuit does not presently have any plans or proposals that
would relate to or would result in the acquisition of
additional securities of the Issuer or the disposition of any
securities of the Issuer. However, in accordance with the
terms of the Merger, sales of Shares may be made by Intuit in
the future through open market sales in accordance with Rule
144 under the Securities Act of 1933, as amended, by the
exercise of registration rights granted to Intuit by the
Issuer in the Merger (see Item 6 in the Schedule 13D), through
private sales, through broker-dealers, directly to one or more
purchasers or otherwise. See also the response to Item 5(c),
which is incorporated herein by this reference.
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(b) Intuit does not presently have any plans or proposals that
relate to or would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries.
(c) Intuit does not presently have any plans or proposals that
relate to or would result in a sale or transfer of a material
amount of assets of the Issuer or of any of its subsidiaries.
(d) Intuit has made no changes to the board of directors or
management of the Issuer and has no present plans or proposals
to make any changes in the present board of directors or
management of the Issuer, including any changes in the number
or term of directors or the filling of any existing vacancies
on the board of directors. However, pursuant to the Plan, for
so long as Intuit holds no less than 10% of the outstanding
shares of the Issuer's Common Stock, the Issuer must permit
one representative of Intuit to attend all meetings of the
board of directors of the Issuer in a non-voting observer
capacity.
(e) Intuit does not presently have any plans or proposals that
relate to or would result in any material change in the
present capitalization or dividend policy of the Issuer.
(f) Intuit does not presently have any plans or proposals that
relate to or would result in any other material change in the
Issuer's business or corporate structure.
(g) Intuit does not presently have any plans or proposals that
relate to or would result in changes in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by
any person.
(h) Intuit does not presently have any plans or proposals which
relate to or would result in a class of securities of the
Issuer being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association.
(i) Intuit does not presently have any plans or proposals that
relate to or would cause a class of equity securities of the
Issuer to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended.
(j) Intuit does not presently have any plans or proposals that
relate to or would result in an action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Amendment No. 2, Intuit beneficially
owns a total of 10,600,000 shares of the Issuer's Common
Stock, representing approximately 19.6% of the Issuer's
outstanding shares of Common Stock. This percentage is based
upon a statement in the Issuer's proxy statement dated
December 27, 1996,
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that there were 41,505,641 shares of Common Stock outstanding
on November 29, 1996 (to which were added the 12,600,000
shares of Common Stock issued to Intuit in the Merger on
January 27, 1997).
(b) Intuit has sole power to vote and to direct the vote of, and
sole power to dispose or to direct the disposition of, all
10,600,000 shares of the Issuer's Common Stock that it
beneficially owns on the date of this Amendment No. 2.
(c) As noted in Item 4, on February 5, 1997, Intuit sold 2,000,000
shares of the Issuer's Common Stock, which were registered for
resale pursuant to a registration statement on Form S-3, at a
price of $14.625 per share. Except as set forth herein, Intuit
has not effected any transaction in the Issuer's Common Stock
since the filing of the Schedule 13D, and, to the best of its
knowledge, no person named in Item 2 of the Schedule 13D has
effected any transactions in the Issuer's Common Stock since
the filing of the Schedule 13D.
(d) No other person is known to Intuit to have the right to
receive or the power to direct the receipt of dividends from,
or proceeds from the sale of, any shares of Common Stock
beneficially owned by Intuit on the date of this statement.
(e) Not applicable.
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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 correct.
Dated: February 18, 1997
INTUIT INC.
By: s/s JAMES J. HEEGER
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James J. Heeger
Senior Vice President and
Chief Financial Officer