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Pursuant to
Rule 424(b)(3)
File # 333-94757
#333-94757-01
#333-94757-02
#333-94757-04
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 31, 2000 and supplemented by the Prospectus
Supplements, dated August 11, 2000, August 18, 2000, August 25, 2000, August 30,
2000, September 13, 2000, October 16, 2000, and October 27, 2000, and January 8,
2001)
$172,500,000
CHECKFREE CORPORATION
6 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2006
The purpose of this supplement is to amend and supplement the
prospectus dated July 31, 2000, relating to the offer for resale of up to
$172,500,000 aggregate principal amount at maturity of CheckFree Corporation's 6
1/2% Convertible Subordinated Notes due 2006, and such shares of common stock as
may be issued upon conversion of the notes.
The prospectus is hereby further amended and supplemented to include in
the "Selling Securityholders" table the information in the table set forth below
regarding an additional selling securityholder and a selling securityholder
whose beneficial ownership of notes has increased from the information set forth
in the prospectus. The following table is based solely upon information provided
to us by or on behalf of the selling securityholders named below and indicates
with respect to each such selling securityholder:
- the aggregate principal amount of the notes beneficially owned by
such selling securityholder as of January 19, 2001;
- the maximum amount of notes that such selling securityholder may
offer under the prospectus;
- the number of shares of CheckFree common stock beneficially owned by
such selling securityholder as of January 19, 2001;
- the maximum number of shares of CheckFree common stock that may be
offered for the account of such selling securityholder under the
prospectus.
NO. OF SHARES
AGGREGATE PRINCIPAL OF COMMON
PRINCIPAL AMOUNT OF STOCK OWNED NO. OF SHARES OF
AMOUNT NOTES PRIOR TO COMMON STOCK
NAME OF SELLING SECURITYHOLDER OF NOTES OFFERED OFFERING* OFFERED*
- --------------------------------------- ----------------- ---------------- ---------------- -------------------
Christian Science Trustees for Gifts $110,000 $110,000 1,502 1,502
and Endowments
David Lipscomb University General $60,000 $60,000 819 819
Endowment
EQAT Alliance Growth & Income $2,965,000 $2,965,000 40,505 40,505
Account
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EQAT Alliance Growth Investors $1,515,000 $1,515,000 20,696 20,696
Equitable Life Assurance Separate $85,000 $85,000 1,161 1,161
Account Balanced
Equitable Life Assurance Separate $1,765,000 $1,765,000 24,112 24,112
Account Convertibles
John Henry Mennen GST $60,000 $60,000 819 819
Memphis Light, Gas & Water Retirement $1,060,000 $1,060,000 14,480 14,480
Fund
Museum of Fine Arts, Boston $35,000 $28,000 478 382
Parker-Hannifin Corporation $75,000 $48,000 1,024 655
ProMutual $102,000 $102,000 1,393 1,393
Putnam Asset Allocation $260,000 $196,000 4,351 2,677
Funds-Balanced Portfolio
Putnam Asset Allocation $159,000 $121,000 2,172 1,653
Funds-Conservative Portfolio
Putnam Convertible Income-Growth Trust $2,249,000 $1,982,000 30,724 27,076
Putnam Convertible Opportunities and $87,000 $71,000 1,188 969
Income Trust
The First Foundation $265,000 $265,000 3,620 3,620
University of Rochester $33,000 $26,000 450 355
- -------------------
* Reflects the shares of common stock into which the notes held by such
securityholder are convertible at the initial conversion rate. The conversion
rate and the number of shares of common stock issuable upon conversion of the
notes are subject to adjustment under certain circumstances. See "Description of
the Notes -- Conversion" in the prospectus.
The selling securityholders named above may, in transactions exempt
from the registration requirements of the Securities Act of 1933, as amended,
have sold, transferred or otherwise disposed of all or a portion of their notes
and common stock since the date on which they provided the information in the
table regarding their notes and common stock. Any such sales would affect the
data in the table above.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 22, 2001.
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