UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 30,1996 For quarterly period ended _____________________________________________________ or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to ______________________ 1-7945 Commission file number: _______________________________________________________ DELUXE CORPORATION _______________________________________________________________________________ (Exact name of registrant as specified in its charter) MINNESOTA 41-0216800 _______________________________________________________________________________ (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 3680 Victoria St. N., St. Paul, Minnesota 55126-2966 _______________________________________________________________________________ (Address of principal executive offices) (Zip code) (612) 483-7111 _______________________________________________________________________________ (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / The number of shares outstanding of registrant's common stock, par value $1.00 per share, at November 1, 1996 was 82,371,951. 1 ITEM I. FINANCIAL STATEMENTS PART I. FINANCIAL INFORMATION DELUXE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Dollars in Thousands) September 30, 1996 December 31, (Unaudited) 1995 ------------------ ------------- CURRENT ASSETS Cash and cash equivalents $ 37,905 $ 13,668 Trade accounts receivable 180,106 169,310 Inventories: Raw material 23,051 22,475 Semi-finished goods 14,759 24,861 Finished goods 24,913 28,566 Supplies 10,970 11,139 Deferred advertising 16,185 20,017 Deferred income taxes 37,034 35,926 Prepaid expenses and other current assets 48,472 55,136 --------- --------- Total current assets 393,395 381,098 --------- --------- LONG-TERM INVESTMENTS 52,563 48,147 PROPERTY, PLANT AND EQUIPMENT Land 42,760 43,632 Buildings and improvements 307,133 299,954 Machinery and equipment 567,111 578,922 Construction in progress 2,782 18,315 --------- --------- Total 919,786 940,823 Less accumulated depreciation 461,177 446,665 --------- --------- Property, plant, and equipment - net 458,609 494,158 INTANGIBLES Cost in excess of net assets acquired - net 289,208 301,289 Other intangible assets - net 88,663 70,403 --------- --------- Total intangibles 377,871 371,692 --------- --------- TOTAL ASSETS $1,282,438 $1,295,095 --------- --------- --------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 69,774 $ 75,644 Accrued liabilities: Wages, including vacation pay 63,056 51,549 Employee profit sharing and pension 43,178 56,906 Accrued rebates 38,279 31,373 Restructuring costs 28,107 6,283 Other 94,583 89,392 Short-term debt 13,188 48,962 Long-term debt due within one year 7,527 8,699 --------- --------- Total current liabilities 357,692 368,808 --------- --------- LONG-TERM DEBT 110,448 110,997 DEFERRED INCOME TAXES 36,891 34,916 SHAREHOLDERS' EQUITY Common shares - $1 par value (authorized 500,000,000 shares; issued: 82,329,396) 82,329 82,364 Additional paid-in capital 1,455 Retained earnings 695,217 697,036 Cumulative translation adjustment 638 500 Unearned compensation (580) (739) Net unrealized change - marketable securities (197) (242) --------- --------- Total shareholders' equity 777,407 780,374 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,282,438 $1,295,095 --------- --------- --------- --------- See Notes to Consolidated Financial Statements 2 DELUXE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Dollars in Thousands Except per Share Amounts) (Unaudited) QUARTER ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, --------------------------- ------------------------------- 1996 1995 1996 1995 ---- ---- ---- ---- NET SALES $ 460,520 $ 449,203 $1,415,188 $1,356,857 OPERATING EXPENSES Cost of sales 209,670 202,099 671,875 612,611 Selling, general and administrative 176,409 170,999 530,211 513,810 Employee profit sharing and pension 13,690 14,870 42,343 44,633 Employee bonus and stock purchase discount 4,762 5,214 14,851 17,853 ---------- -------- ---------- ---------- Total 404,531 393,182 1,259,280 1,188,907 ---------- -------- ---------- ---------- INCOME FROM OPERATIONS 55,989 56,021 155,908 167,950 OTHER INCOME (EXPENSE) Other income 4,031 1,335 6,939 8,779 Interest expense (1,994) (3,555) (7,300) (9,832) ---------- -------- ---------- ---------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 58,026 53,801 155,547 166,897 PROVISION FOR INCOME TAXES 24,502 23,543 65,046 71,345 ---------- -------- ---------- ---------- INCOME FROM CONTINUING OPERATIONS 33,524 30,258 90,501 95,552 DISCONTINUED OPERATIONS Loss from operations (net of income tax benefit of $610 and $1,802 for the quarter and nine months ended September 30, 1995, respectively) (882) (2,604) ---------- -------- ---------- ---------- NET INCOME 33,524 29,376 90,501 92,948 ---------- -------- ---------- ---------- ---------- -------- ---------- ---------- AVERAGE COMMON SHARES OUTSTANDING 82,331,984 82,486,220 82,374,954 82,435,645 NET INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS $0.41 $ 0.37 $1.10 $ 1.16 NET INCOME PER COMMON SHARE FROM DISCONTINUED OPERATIONS $(0.01) $(0.03) ---------- -------- ---------- ---------- NET INCOME PER SHARE $0.41 $ 0.36 $1.10 $ 1.13 CASH DIVIDENDS PER COMMON SHARE $0.37 $ 0.37 $1.11 $ 1.11 See Notes to Consolidated Financial Statements 3 DELUXE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 1996 and 1995 (Dollars in Thousands) (Unaudited) 1996 1995 ------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 90,501 $ 92,948 Discontinued operations 2,604 ------- ------- Income from continuing operations 90,501 95,552 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 50,652 49,317 Amortization of intangibles 29,227 25,241 Stock purchase discount 5,723 6,135 Net gain on sales of businesses (1,881) Changes in assets and liabilities, net of effects from acquisitions, discontinued operations and sales of businesses: Trade accounts receivable (8,532) (16,246) Inventories 9,727 (12,320) Accounts payable (6,572) (2,804) Restructuring costs 19,106 Other assets and liabilities 12,426 (11,932) ------- ------- Net cash provided by continuing operations 200,377 132,943 Net cash used by discontinued operations (1,784) (2,125) ------- ------- Net cash provided by operating activities 198,593 130,818 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sales of marketable securities with maturities of more than 3 months 6,250 20,317 Purchases of property, plant and equipment (62,393) (91,904) Payments for acquisitions, net of cash acquired (10,947) (37,313) Net proceeds from sales of businesses 26,317 Other 11,913 (2,190) ------- ------- Net cash used in investing activities (28,860) (111,090) CASH FLOWS FROM FINANCING ACTIVITIES Payments on long-term debt (9,051) (7,094) Payments to retire common stock (30,791) (21,980) Proceeds from issuing stock under employee plans 22,145 18,917 Net (payments on), proceeds from short-term debt (36,252) 74,558 Cash dividends paid to shareholders (91,547) (91,657) ------- ------- Net cash used in financing activities (145,496) (27,256) ------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 24,237 (7,528) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 13,668 29,139 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 37,905 $ 21,611 ------- ------- ------- ------- See Notes to Consolidated Financial Statements 4 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated balance sheet as of September 30, 1996, and the consolidated statements of income for the three-month and nine-month periods ended September 30, 1996 and 1995 and the consolidated statements of cash flows for the nine-month periods ended September 30, 1996 and 1995 are unaudited; in the opinion of management, all adjustments necessary for a fair presentation of such financial statements are included. Other than those discussed in the notes below, such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results for a full year. The financial statements and notes are presented in accordance with instructions for Form 10-Q, and do not contain certain information included in the Company's annual financial statements and notes. 2. The Company has uncommitted bank lines of credit of $189.4 million available at variable interest rates. As of September 30, 1996, $13.2 million was drawn on those lines at a weighted average interest rate of 6.2%. Also, the Company has in place a $150 million committed line of credit which is available for borrowing and as support for commercial paper. As of September 30, 1996, the Company had no commercial paper outstanding. The Company has in place a medium-term note program for the issuance of up to $300 million of medium-term notes to be used for general corporate purposes, including working capital, capital expenditures, possible acquisitions and repayment or repurchase of outstanding indebtedness and other securities of the Company. As of September 30, 1996, no such notes were issued or outstanding. 3. During the fourth quarter of 1995, the Company adopted a plan to discontinue its Printwise ink business. The Company recorded charges in the fourth quarter of 1995 for the disposal of the business, and anticipated operating losses until disposal. Accordingly, Printwise is reported as a discontinued operation for the 1996 and 1995 periods presented. 4. During the first quarter of 1996, the Company recorded charges of $34.8 million related to the closing of 21 of its check printing plants and the movement of PaperDirect's operations from New Jersey to existing company facilities in Colorado and Minnesota. The $34.8 million of charges include employee severance costs and expected losses on the disposition of plant and equipment. Expenses of $32 million are included in cost of goods sold and $2.8 million in selling, general and administrative expense. $27.5 million of the charges are expected to be in the form of cash outlays occurring in 1996 and 1997, almost all of which will be applied to employee severance costs. The Company expects to fund such outlays from cash generated by operations. 5. During the third quarter of 1996, the Company sold its T/Maker and Internal Bank Forms units. The effect of these transactions was not material to the operating results of the Company, nor will the absence of these units materially effect future operating results. 6. In October of 1996, the Company completed the sale of substantially all of the assets and certain liabilities of its Colwell unit for $61.5 million. The operating results of this unit are not material to the operating results of the Company. The Company expects to recognize a gain from the sale of Colwell in the fourth quarter. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPANY PROFILE Effective January 1, 1996, the Company reorganized its many independent business units into two market-serving segments, Financial Services and Deluxe Direct. Through Deluxe Financial Services, the Company provides check printing, direct marketing assistance, and related services to financial institutions in the United States, Canada, and the United Kingdom and payment systems protection services, including check authorization, account verification, and collection services to financial institutions and retailers. Through Deluxe Direct, the Company provides direct mail checks and specialty papers to households and small businesses; tax forms and electronic tax filing services to tax preparers; and direct mail greeting cards, gift wrap, and related products to households. In September 1996, the Company created another management reporting function which is referred to as the Deluxe Data market serving unit. Through this division, the Company provides electronic funds transfer and other software solutions to financial institutions and electronic benefit transfer services to state governments. The results of operations of this division are included in those of the Deluxe Financial Services. During the first quarter of 1996, the Company recorded charges of $34.8 million related to the closing of 21 of its check printing plants, and the movement of PaperDirect's operations from New Jersey to existing company facilities in Colorado and Minnesota. Although no assurances can be given in such regard, the Company anticipates that the consolidation of its check printing plants and its other restructuring and cost reduction efforts may result in annualized pre-tax cost reductions of approximately $150 million. Although the Company may delay one or more of its anticipated plant closings, other cost reduction efforts are expected to enable the Company to achieve the anticipated level of annualized reductions. Such anticipated reductions will be reflected primarily in the form of reduced facility, materials and employee expenses in the Company's operating results. There can be no assurance that increased expenses or other factors will not offset some or all of the savings expected to be achieved through the Company's cost reduction efforts. See "Item 5 - Other Information - Risk Factors and Cautionary Statements." RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1995 Net sales were $1,415.2 million for the nine months ended September 30, 1996, up 4.3% over the nine months ended September 30, 1995, when sales were $1,356.9 million. The Deluxe Financial Services segment's revenue for the first nine months of 1996 increased 8.4% over the first nine months of 1995, due to revenue growth in all principal operating units. Financial institution check printing revenues were up 3.2%. The improved results are due to an improved product mix, a first quarter 1996 price increase, and benefits from the integration of the businesses that serve financial institutions. The Deluxe Direct segment's revenue for the first nine months of 1996 decreased 3.7% from the first nine months of 1995, due primarily to lower sales of social expressions products. Selling, general and administrative expenses increased $16.4 million or 3.2% for the first nine months of 1996 over the first nine months of 1995. The Deluxe Financial Services segment's selling, general and administrative expenses increased 7.2% over 1995, due primarily to costs related to the closing of 21 check printing plants and increased selling expense for financial institution check printing. The Deluxe Direct segment's selling, general and administrative expenses for the first nine months of 1995 decreased 6.1% from the first nine months of 1995, due primarily to lower advertising expense and reductions in general and administrative expenses throughout the majority of the segment. Net income from continuing operations was $90.5 million for the first nine months of 1996, or 6.4% of sales, compared to $95.6 million for the first nine months of 1995, or 7.0% of sales. The decrease from 1995 is due primarily to $34.8 million of pretax charges taken in the first quarter of 1996 for the closing of 21 check printing plants and the movement of PaperDirect's operations from New Jersey to existing company facilities in Colorado and Minnesota. Also, included in the 1995 income is approximately $5 million of pretax gain resulting from insurance payments for 1994 earthquake damages to Company facilities. RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1995 Net sales were $460.5 million for the third quarter of 1996, up 2.5% over the third quarter of 1995, when sales were $449.2 million. The Deluxe Financial Services segment's revenue increased 6.9% over the third quarter of 1995, due to revenue growth in all principal operating units. Financial institution check printing revenues were up 3.0% over 1995. The improved results are due to an improved product mix, higher prices, and benefits from the integration of the businesses that serve financial institutions. The Deluxe Direct segment's revenue decreased 6.4% from 1995, due primarily to lower sales of social expressions products. 6 Selling, general and administrative expenses increased $5.4 million or 3.2% in third quarter 1996 over third quarter 1995. The Deluxe Financial Services segment's third quarter 1996 selling, general and administrative expenses increased 12.6% over third quarter 1995, due primarily to increased selling expenses for financial institution check printing. The Deluxe Direct segment's selling, general and administrative expenses decreased 8.3% from third quarter 1995, due primarily to lower advertising expenses and other cost reductions throughout the majority of the segment. Net income from continuing operations was $33.5 million for the third quarter of 1996, or 7.3% of sales, compared to $30.3 million for the third quarter of 1995, or 6.7% of sales. The increase over 1995 is attributable to improvements in both the Deluxe Financial Services and Deluxe Direct segments. FINANCIAL CONDITION - LIQUIDITY Cash provided by continuing operations was $198.6 million for the first nine months of 1996, compared with $130.8 million for the first nine months of 1995. The increase is primarily the result of lower inventory and prepaid asset levels in 1996. This represents the Company's primary source of working capital for financing capital expenditures and paying cash dividends. The Company's working capital on September 30, 1996 was $35.7 million compared to $12.3 million on December 31, 1995. FINANCIAL CONDITION - CAPITAL RESOURCES Purchases of property, plant and equipment totaled $62.4 million for the first nine months of 1996 compared to $91.9 million during the comparable period one year ago. The decrease is the result of planned decreases in the Deluxe Direct segment. The Company has uncommitted bank lines of credit of $189.4 million. As of September 30, 1996, $13.2 million was drawn on those lines. In addition, the Company has in place a $150 million committed line of credit which is available for borrowing and as support for commercial paper. As of September 30, 1996, no commercial paper was issued and outstanding. The Company also has in place a medium-term note program for the issuance of up to $300 million of medium-term notes. As of September 30, 1996, no such notes were issued or outstanding. Cash dividends totaled $91.5 million for the first nine months of 1996 compared to $91.7 million for the first nine months of 1995. 7 PART II - OTHER INFORMATION ITEM 5 - OTHER INFORMATION When used in this Form 10-Q and in past and future filings by the Company with the Securities and Exchange Commission, in the Company's press releases and in oral statements made with the approval of an authorized executive officer, the words or phrases "should result," "are expected to," "will continue," "will approximate," "is anticipated," "estimate," "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are necessarily subject to certain risks and uncertainties, including those discussed under the caption "Risk Factors and Cautionary Statements" below, that could cause actual results to differ materially from the Company's historical experience and its present expectations or projections. Caution should be taken not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The factors listed below could affect the Company's financial performance and could cause the Company's actual results for future periods to differ from any opinions or statements expressed with respect thereto. Such differences could be material and adverse. The Company will not undertake and specifically declines any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances occurring after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. RISK FACTORS AND CAUTIONARY STATEMENTS TIMING AND AMOUNT OF ANTICIPATED COST REDUCTIONS. With regard to the results of the Company's ongoing cost reduction efforts, there can be no assurance that the anticipated $150 million of annualized pre-tax cost savings will be fully realized or will be achieved within the time periods expected. The implementation of the printing plant closures is, in large part, dependent upon the successful development of the software needed to streamline the check ordering process and redistribute the resultant order flow among the Company's remaining printing plants. Because of the complexities inherent in and the lengthy testing periods associated with the development of software products as sophisticated as those needed to accomplish this task, there can be no assurance that unanticipated development delays will not occur. Any such occurrence could adversely affect the planned consolidation of the Company's printing facilities and delay the realization or reduce the amount of the anticipated expense reductions. The Company may defer one or more plant closings previously scheduled for 1997 into the first half of 1998. In addition, the achievement of the expected level of cost savings is dependent upon the successful execution of a variety of other cost reduction strategies. These additional efforts include the consolidation of the Company's purchasing process, the disposition of unprofitable or low-margin businesses and other efforts. The optimum means of actualizing many of these strategies is, in some cases, still being evaluated by the Company. Unexpected delays, complicating factors and other hindrances are common in these types of endeavors and can arise from a variety of sources, some of which are likely to have been unanticipated. A failure to timely achieve one or more of the Company's primary cost reduction objectives could materially reduce the benefit to the Company of its cost savings programs and strategies or substantially delay the full realization of their expected benefits. Further, there can be no assurance that increased expenses attributable to other areas of the Company's operations or to increases in raw material, labor, equipment or other costs will not offset some or all of the savings expected to be achieved through the cost reduction efforts. Competitive pressures and other market factors may also require the Company to share the benefit of some or all of any savings with its customers or otherwise adversely affect the prices it receives or the market for its products. As a result, even if the expected cost reductions are fully achieved in a timely manner, such reductions may not be fully reflected by commensurate gains in the Company's net income, dividend rate or the price of its Common Stock. EFFECT OF FINANCIAL INSTITUTION CONSOLIDATION. There is an ongoing trend towards increasing consolidation within the banking industry that has resulted in increased competition and pressure on prices. This concentration greatly increases the importance to the Company of retaining its major customers and attracting significant additional customers in an increasingly competitive environment. Although the Company devotes considerable efforts towards the development of a competitively priced, high quality suite of products for the financial services industry, there can be no assurance that significant customers will not be lost nor that any such loss can be counterbalanced through the addition of new customers or by expanded sales to the Company's remaining customers. RAW MATERIALS AND POSTAGE COSTS. Increases in the price of paper and the cost of postage can adversely affect the profitability of the Company's printing and mail order businesses. Competitive pressures and overall trends in the retail marketplace may have the effect of inhibiting the Company's ability to reflect increased costs of production in the retail prices of its products. COMPETITION. Although the Company believes it is the leading check printer in the United States, it faces considerable competition from other smaller companies in both its traditional marketing channel to financial institutions and from direct mail marketers of checks. From time to time, one or more of these competitors reduce the price of their products in an attempt to gain market share. The corresponding pricing pressure placed on the Company has resulted in reduced profit margins in the past and there can be no assurance that similar pressures will not be exerted in the future. 8 TECHNOLOGICAL CHANGE. Check printing is, and is expected to continue to be, an essential part of the Company's business and the principal source of its operating income. A wide variety of alternative payment delivery systems, including credit cards, debit cards, smart cards, ATM machines, direct deposit and bill paying services, home banking applications and Internet-based retail services, are in various stages of development and additional systems will likely be introduced. Although the Company expects that there will continue to be a substantial market for checks for the foreseeable future, the rate and the extent to which these alternative systems will achieve consumer acceptance and replace checks cannot be predicted. An unexpected surge in the popularity of any of these alternative payment methods could have a material, adverse effect on the market for the Company's primary products and its account verification, payment protection and collection services. In addition, the publicity generated by the promoters of these systems and the attendant media coverage of their development and introduction may have a depressing effect on the market price of the Company's Common Stock that is disproportionate to their actual competitive impact. SEASONALITY. A significant portion of the revenues and earnings of the Company's Deluxe Direct market serving unit is dependent upon its results of operations during the fourth quarter holiday season. As a result, the results reported for this segment during the first three quarters of any given year are not necessarily indicative of those which may be expected for the entire year. ANALYST ESTIMATES. From time to time, authorized representatives of the Company may comment on the perceived reasonableness of published reports by independent analysts regarding the Company's projected future performance. Such comments should not be interpreted as an endorsement or adoption of any given estimate or range of estimates or the assumptions and methodologies upon which such estimates are based. The Company does not make public its own internal projections, budgets or estimates. Undue reliance should not be placed on any comments regarding the conformity, or lack thereof, of any independent estimates with the Company's own present expectations regarding its future results of operations. Any forecast regarding the Company's future performance reflects various assumptions. These assumptions are subject to significant uncertainties and, as a matter of course, many of them will prove to be incorrect. Further, the achievement of any forecast depends on numerous factors, many of which are beyond the Company's control. In addition, the methodologies employed by the Company in arriving at its own internal projections and the approaches taken by independent analysts in making their estimates are likely different in many significant respects. Although the Company may presently perceive a given estimate to be reasonable, changes in the Company's business, market conditions or the general economic climate may have varying effects on the results obtained through the use of differing analyses and assumptions. The Company expressly disclaims any continuing responsibility to advise analysts or the public markets of its view regarding the current accuracy of the published estimates of outside analysts. Persons relying on such estimates should pursue their own independent investigation and analysis of their accuracy and the reasonableness of the assumptions on which they are based. 9 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed as part of this report: Exhibit No. Description Method of Filing ---------- ----------- ---------------- 10.4 Deluxe Corporation 1996 Filed herewith Annual Incentive Plan (as amended August 9, 1996) 10.5 Deluxe Corporation Stock Filed herewith Incentive Plan (as amended August 9, 1996) 10.6 Deluxe Corporation Performance Filed herewith Share Plan (as amended August 9, 1996) 10.7 Deluxe Corporation Employee Filed herewith Stock Purchase Plan (as amended August 9, 1996) 12.3 Computation of Ratio of Filed herewith Earnings to Fixed Charges 27.4 Financial Data Schedule Filed herewith (b) The registrant did not, and was not required to, file any reports on Form 8-K during the quarter for which this report is filed. 10 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 thereunto duly authorized. DELUXE CORPORATION ------------------ (Registrant) Date November 14, 1996 /s/ J.A. Blanchard III ----------------- ----------------------------- J.A. Blanchard III, President and Chief Executive Officer (Principal Executive Officer) Date November 14, 1996 /s/ C.M. Osborne ----------------- ----------------------------- C.M. Osborne, Senior Vice President and Chief Financial Officer (Principal Financial Officer) 11 INDEX TO EXHIBITS Exhibit No. Description Page No. - ---------- ----------- -------- 10.4 Deluxe Corporation 1996 Annual Incentive Plan (as amended August 9, 1996) 10.5 Deluxe Corporation Stock Incentive Plan (as amended August 9, 1996) 10.6 Deluxe Corporation Performance Share Plan (as amended August 9, 1996) 10.7 Deluxe Corporation Employee Stock Purchase Plan (as amended August 9, 1996) 12.3 Computation of Ratio of Earnings to Fixed Charges 27.4 Financial Data Schedule 12