Deluxe Corp – ‘10-K405’ for 12/31/00

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Deluxe Corporation 10-K Year Ended 12-31-00           23    101K 
 2: EX-4        Exhibit 4.8 Second Amendment to Credit Agreement      11     36K 
 3: EX-4        Exhibit 4.9 Amendment to Credit Agreement             13     40K 
 4: EX-10       Exhibit 10.17 Severance Agreement                      4     18K 
 5: EX-10       Exhibit 10.18 Severance Agreement                      4     18K 
 6: EX-10       Exhibit 10.19 Executive Retention Agreement           26±   109K 
 7: EX-12       Exhibit 12.5 Statement Re: Computation of Ratios       1      7K 
 8: EX-13       Exhibit 13 2000 Annual Report to Shareholders         34    231K 
 9: EX-21       Exhibit 21.1 Subsidiaries of the Registrant            1      5K 
10: EX-24       Exhibit 24.1 Power of Attorney                         2±    11K 
11: EX-99       Exhibit 99.1 Cautionary Statements & Risk Factors      5     42K 

10-K405   —   Deluxe Corporation 10-K Year Ended 12-31-00
Document Table of Contents

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-K

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES        
    EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.

Commission file number 1-7945.                                

DELUXE CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota                                  41-0216800     
(State or other jurisdiction of                       (I.R.S. Employer          
incorporation or organization)                        Identification No.)       

3680 Victoria St. N., Shoreview, Minnesota            55126-2966                
(Address of principal executive offices)              (Zip Code)                

Registrant's telephone number, including area code: (651) 483-7111.             

Securities registered pursuant to Section 12(b) of the Act:                     

Common Stock, par value $1.00 per share          New York Stock Exchange        
            (Title of Class)         (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None.               

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. _X_ Yes ___ No                               

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 10-K  
or any amendment to this Form 10-K. [X]                                         

The aggregate market value of the voting stock held by non-affiliates of the    
registrant is $1,685,824,790 based on the last sales price of the registrant's  
common stock on the New York Stock Exchange on March 7, 2001. The number of     
outstanding shares of the registrant's common stock as of March 7, 2001, was    
70,644,880.                                                                     

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Documents Incorporated by Reference:                                            

1.   Portions of the registrant's annual report to shareholders for the fiscal  
    year ended December 31, 2000, are incorporated by reference in Parts I and
II.                                                                   

2.   The registrant's definitive proxy statement to be filed within 120 days    
  after the Company's fiscal year-end is incorporated by reference in Part
III.                                                                  

PART I

ITEM 1. NARRATIVE DESCRIPTION OF BUSINESS                                       

OVERVIEW                                                                        
Deluxe Corporation is the largest provider of checks in the United States,
both in terms of revenue and number of checks produced. We sell checks and      
related products to individuals and small businesses. In addition, we produce   
computer and business forms on a small quantity order basis, including          
continuous forms, deposit tickets, invoices, statements, tax forms and labels.  
Our checks and business forms are compatible with nearly all of today's         
off-the-shelf accounting software packages. We also sell accessories, such as   
checkbook covers, deskbooks and rubber stamps. In addition, we offer products   
and services to our financial institution clients and consumers, such as        
protection from check order fraud. Our products and services are sold entirely  
in the United States.                                                           

Our company was incorporated under the laws of the State of Minnesota in  
1920. From 1920 until 1988, our company was named Deluxe Check Printers,        
Incorporated. Our principal executive offices are located at 3680 Victoria      
Street North, Shoreview, Minnesota 55126-2966, telephone (651) 483-7111.        

DISCONTINUED OPERATIONS                                                         
  Consistent with its stated intent to enhance shareholder value, our board of
directors declared a distribution of eFunds Corporation (eFunds) common stock   
owned by Deluxe to all holders of our common stock as of 5:00 p.m., central     
standard time, on the record date of December 11, 2000. On December 29, 2000, we
distributed our 40 million eFunds shares, representing approximately 88% of     
eFunds outstanding shares, on a pro rata basis to our shareholders. Our         
shareholders received .5514 share of eFunds common stock for each share of      
Deluxe common stock held. Cash was issued in lieu of fractional shares. As a    
result of this distribution, eFunds is now a completely independent company. Our
Consolidated Financial Statements set forth in Item 8 below contain further     
information regarding eFunds as a discontinued operation.                       

eFunds provides transaction processing and risk management services to    
financial institutions, retailers, electronic funds transfer networks,          
e-commerce providers and                                                        

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government agencies and also offers information technology consulting and       
business process management services.                                           

INDUSTRY BACKGROUND                                                             
   Payment systems and methods have been changing in the United States in recent
years as banking and other industries have introduced alternatives to the       
traditional paper check, including, among others, automatic teller machines,    
credit cards, debit cards and electronic payment systems, such as electronic    
bill presentment and payment. Use of these payment alternatives is negatively   
affecting the number of checks written.                                         

   According to our estimates, growth in total checks written by individuals and
small businesses, the primary purchasers of checks, was flat in 2000 compared to
1999. We believe that the number of checks written by individuals and small     
businesses will eventually decline due to the increasing use of alternative     
payment methods. Although individual and small business check writing has not   
yet begun to decline, the total number of personal, business and government     
checks written in the United States has been in decline since 1997. We believe  
the decline in personal, business and government checks is due to the increasing
use of the alternative payment methods, increasing use of direct deposits for   
payroll and government transfer payments, and changing payment practices at     
large businesses and government agencies.                                       

 The most common method by which consumers order checks is through financial
institutions. We believe such orders comprised approximately 73% of all check   
sales to individuals and small businesses in 2000. Orders originating in this   
manner are sourced through financial institutions such as banks, savings and    
loan institutions, credit unions, brokerages and other financial institutions.  
In recent years, margins on check orders obtained through financial institutions
have been pressured by competitive factors and by the consolidation in the      
financial institution industry. Margin pressure arising from consolidation in   
the financial institution industry is a result of merged entities seeking not   
only the most favorable prices formerly offered to the predecessor institutions 
but also additional discounts due to the greater volume represented by the      
combined company.                                                               

   The direct-to-the-consumer method of ordering checks emerged in the mid-1980s
based upon consumer desire for lower-priced alternatives to checks obtained     
through financial institutions and the ability to obtain enhanced design        
selections. We believe that direct sales to individuals and small businesses    
have slightly increased from 1997 to 2000. Direct-to-the-consumer checks are    
marketed to individuals and small businesses primarily through newspaper and    
magazine inserts, direct mail advertisements, catalogs and the Internet.        

DELUXE'S PRODUCTS AND SERVICES                                                  
  For the past 85 years, we have provided check printing services to consumers
through financial institutions. We have developed relationships with financial  
institutions where the financial institution agrees to offer checks we produce  
to its customers. We provide                                                    

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these checks to these customers at prices negotiated by their financial         
institutions. Customers commonly submit initial check orders and reorders to    
their respective financial institutions, who then forward those requests to us. 
Printed checks are always shipped directly by us to the customers. Our charges  
are usually paid by electronic transfer directly from the customers' accounts.  
We typically produce and ship check orders within two days after the receipt of 
an order. We sold checks through more than 10,000 financial institutions during 
2000.                                                                           

   Our relationships with specific financial institutions are usually formalized
through supply contracts averaging three to five years in duration. We are      
committed to our financial institution relationships and seek to strengthen and 
expand them by emphasizing the breadth and value of our checks and related      
products and services. While the majority of our check orders are generated     
through our relationships with financial institutions, we also offer checks and 
related products directly to individuals and small businesses.                  

  We increased our direct-to-the-consumer selling in the 1980's in response to
the changes in the industry, although we have been selling products directly to 
consumers since our first catalog was produced in 1918. In 1987, we expanded our
direct-to-consumer selling through an acquisition. We use a variety of direct   
marketing techniques to acquire new customers in the direct-to-the-consumer     
market, including free-standing inserts in newspapers, direct mail, catalogs and
referrals from other third parties, including our financial institution clients.
We also use Internet banner advertising and hyperlinks to direct traffic to our 
websites. We have been emphasizing telephone and Internet contacts because they 
are more effective than mail for our selling efforts.                           

We have three websites that sell checks and related products directly to  
customers: www.checksunlimited.com, www.designerchecks.com and                  
www.deluxeforms.com. Currently, almost ten percent of our orders received       
directly are obtained from customers via the Internet. We received over one     
million Internet orders for our checks and forms in 2000.                       

   As part of our growth strategy, we acquired Designer Checks, Inc. in February
2000. This acquisition provided us with access to additional customers, as well 
as additional capacity, new product configurations such as a side tear option,  
and additional background designs for our checks. As part of our growth and     
e-commerce retailing strategies, we have offered many of our business partners  
access to our small business website so that their customers can order online   
with us. Although orders from new customers obtained in this manner are not a   
significant contributor to our revenue at this time, we believe that this       
additional order capture medium will allow customers to access a wider range of 
products and services and will provide further convenience when placing orders. 
We believe this will increase customer satisfaction and encourage repeat sales. 

Due to our belief that the individual and small business segments of the  
check industry will eventually decline due to the increasing use of alternative 
payment methods, we have implemented measures to reduce costs of production and 
other cost management                                                           

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measures. In 1996, we announced a plan to close 21 of our financial institution 
check printing plants over a two-year period in order to better manage our cost 
structure. Four additional plant closings were announced in 1998. The plant     
closings were made possible by advancements in our telecommunications, order    
processing and printing technologies. By the end of 2000, all of the production 
functions in these 25 plants were closed. Four of the order capture and         
processing functions remain open and are expected to be closed in 2001. We have 
also outsourced many non-strategic areas, such as information technology (IT)   
application development, mail processing and certain data entry and accounting  
functions.                                                                      

Our checks offer consumers opportunities to express their personal style, 
which is a key element in our customer merchandising approach. In addition to   
including basic name and address information on their checks, customers may add 
other details and may choose from many variations in the format and style of    
their checks, including:                                                        

*        selection of type fonts;                             

*        placement of information on the check;               

   *        approximately 200 distinct background designs, including
               choice of plain safety paper designs or background designs,
               including specially licensed designs from companies such as
                Disney (R), Coca-Cola Company, Warner Bros. and NASCAR Inc.;

*        choice of paper and ink color;                       

*        choice of top or side tear options; and              

*        choice of stubs or duplicate copies.                 

 Over the last several years, we have begun offering enhanced services, such
as customized reporting services, file management and expedited account         
conversion support, to our financial institution clients in order to increase   
efficiency and our revenue. We continue to offer our SecureMail(TM) service,    
which we implemented in September 1999, to help protect financial institutions  
and their customers from check order fraud.                                     

 The primary raw materials used in producing our products are paper, ink and
cartons. We purchase paper, ink and cartons from various sources. We believe    
that supplies of our materials are sufficient to meet our planned operating     
needs for the foreseeable future. We also utilize a paper printing plate        
material that is available from only a limited number of sources. We believe our
source provides a reliable supply of this material and that it maintains an     
inventory sufficient to avoid any production disruptions in the event of an     
interruption of its supply.                                                     

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OUR STRATEGY                                                                    
   Our strategy is to strengthen our leading position in the markets in which we
compete by leveraging our core competencies, which are personalization, direct  
marketing and e-commerce, adding services and expanding product offerings to    
retain and gain market share. Key elements of our strategy are to:              

       *        LEVERAGE CORE COMPETENCIES TO DEVELOP NEW SOURCES OF REVENUE
          THROUGH NEW AND EXPANDING PRODUCT OFFERINGS WITHIN OUR
EXISTING BUSINESSES.                        

                     PROVIDE ADDITIONAL SERVICES AND NEW PRODUCTS. We intend
                      to sell additional services and new product offerings to
              our existing customers. For example, we recently
                      introduced a line of Disney(R) check designs. This marks
                       the first time that Disney(R) characters have appeared on
   personal checks and related products.

                       PURSUE EXPANDED PRODUCT OFFERING OPPORTUNITIES. We intend
                to maximize revenue per order by pursuing expanded
                product offering opportunities within our existing
                     customer base. For example, our customers have specific
                 preferences and requirements. When we take reorders
                   directly via the Internet and our voice response unit
              from financial institution customers, we have an
                    opportunity to directly focus on their preferences and
                       requirements. This allows us the opportunity to sell more
                    products and additional services to them. We intend to
                   expand our direct contact with customers by providing
                   them with the ability to process reorders by speaking
                    directly to a person via the telephone. We also pursue
                cross-selling opportunities by placing advertising
                   inserts in the boxes of checks we ship and by placing
hyperlinks on our websites.       

  *        FURTHER EXPAND OUR PRESENCE ON THE INTERNET. Consumers'
        willingness to do business via electronic methods is
         beneficial for us due to the accuracy, efficiency and
                convenience of this medium. In addition, the Internet allows
               us to connect directly with check writers, affording us the
                 opportunity to improve product mix and customer satisfaction.

      *        INVEST IN TECHNOLOGY AND PROCESSES THAT WILL LOWER OUR COST
                  STRUCTURE. We intend to continue to manage our costs carefully
         and to invest in technology and processes to increase
                 operating efficiency in our business. In recent years we have
            implemented a number of programs to control expenses and
                increase efficiency, such as consolidating plants, improving
         production capacity, implementing electronic customer
                 interfaces and outsourcing certain IT application development
and mail processing functions.              

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     *        CONSIDER ACQUISITIONS THAT LEVERAGE CORE COMPETENCIES, ARE
          ACCRETIVE TO EARNINGS AND GENERATE CASH FROM OPERATING
                 ACTIVITIES. For example, we acquired Designer Checks, Inc. in
              February 2000 which contributed positive earnings and cash
flow to our operations.                     

COMPETITION                                                                     
   The check printing industry is highly competitive. We expect that competition
will intensify as the overall check industry continues to mature and decline. We
face competition from alternative electronic payment systems such as automatic  
teller machines, credit cards, debit cards and electronic payment systems, such 
as electronic bill presentment and payment. We also face considerable           
competition from at least six other check printers. Electronic commerce is new, 
rapidly evolving and intensely competitive. As we expand our e-commerce         
presence, we will face competition from check printing software vendors and from
Internet-based sellers of checks and related products to consumers, such as     
iPrint or ImageX.                                                               

   In the check printing industry, the principal factors on which we compete are
service, convenience, quality, product range and price. From time to time, some 
of our check printing competitors have reduced the prices of their products in  
an attempt to gain greater volume, and the corresponding pricing pressure placed
on us has resulted in reduced profit margins for us in the past. We have also   
experienced some loss of business due to our refusal to meet competitive prices 
that fell below our profitability targets. Similar pressures may result in      
margin reductions in the future.                                                

GOVERNMENT REGULATION                                                           
We will be subject to the privacy requirements of a new federal financial 
modernization law known as the Gramm-Leach-Bliley Act, enforcement of which will
begin in July 2001. Regulations implementing the Act require each regulated     
entity to develop and implement policies to protect the security and            
confidentiality of consumers' nonpublic personal information and to disclose    
those policies to consumers before a customer relationship is established and   
annually thereafter.                                                            

   The regulations will require us to provide a notice to our consumer customers
to allow them an opportunity to remove their nonpublic personal information from
our files before we share their information with certain third parties. The     
regulations, including the above provision, may limit our ability to use our    
direct consumer data in our businesses. However, the regulations allow us to    
transfer consumer information to process a transaction that a consumer requests 
and to protect the confidentiality of a consumer's records or to protect against
or prevent actual or potential fraud, unauthorized transactions, claims or other
liability. We are also allowed to transfer consumer information for required    
institutional risk control and for resolving customer disputes or inquiries. We 
may also contribute consumer information to a consumer reporting agency pursuant
to the Fair Credit Reporting Act.                                               

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We are evaluating the methods by which we will comply with the regulations
and any related contractual requirements. Further, we anticipate that our       
financial institution clients will request various contractual provisions in    
their agreements with us that are intended to comply with their obligations     
under the Act and regulations.                                                  

  We have entered into an agreement, effective until July 1, 2001, with eFunds
pursuant to which we will contribute consumer information to eFunds. eFunds has 
agreed that it may only use this information for purposes that are consistent   
with applicable federal, state and local laws.                                  

 Congress and many states are considering more stringent laws or regulations
that, among other things, restrict the purchase, sale or sharing of non-public  
personal information about consumers. For example, legislation has been         
introduced in Congress to further restrict the sharing of consumer information  
by financial institutions, as well as to require that a consumer opt-in prior to
a financial institution's use of his or her data in its marketing program.      

Laws and regulations may be adopted in the future with respect to the     
Internet or e-commerce covering issues such as user privacy. New laws or        
regulations may impede the growth of Internet business. This could decrease     
traffic to our websites and the demand for our products. Moreover, the          
applicability to the Internet of existing laws governing property ownership,    
taxation, libel and personal privacy is uncertain and may remain uncertain for a
considerable length of time.                                                    

INTELLECTUAL PROPERTY RIGHTS                                                    
We rely on a combination of trademark and copyright laws, trade secret    
protection and confidentiality and license agreements to protect our            
intellectual property. Intellectual property laws afford limited protection. It 
may be possible for a third party to copy our products and services or otherwise
obtain and use our proprietary information without our permission. There is no  
assurance that our competitors will not independently develop products and      
services that are substantially equivalent or superior to our products and      
services.                                                                       

EMPLOYEES                                                                       
As of December 31, 2000, we had approximately 7,800 full- and part-time   
employees employed within the United States. Of the total number of employees,  
3,390 were engaged in production, 3,259 were engaged in customer and technical  
support services, 428 were engaged in sales and marketing and 723 were engaged  
in administrative and other functions. None of our employees are represented by 
a labor union, and we consider our employee relations to be good.               

OTHER FINANCIAL INFORMATION                                                     
The information about segments and geographic areas appearing under the   
caption "Note 15. Business segment information" on pages 43 through 45 of the   
Annual Report is incorporated by reference.                                     

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EXECUTIVE OFFICERS OF THE REGISTRANT                                            
 Our executive officers are elected by the board of directors each year. The
term of office of each executive officer will expire at the annual meeting of   
the board of directors that will be held after the regular shareholders meeting 
on May 8, 2001. The executive officers and their positions are as follows:      

----------------------- ----------------------------------- ------ -------------
Name                    Position                            Age    Officer Since
----------------------- ----------------------------------- ------ -------------
Lawrence J. Mosner      Chairman of the Board and Chief     59     1995         
Executive Officer               
----------------------- ----------------------------------- ------ -------------
Ronald E. Eilers        President and Chief Operating       53     1996         
Officer                         
----------------------- ----------------------------------- ------ -------------
Stephen J. Berry        Senior Vice President, President    38     2000         
  - Checks Unlimited/Designer Checks
----------------------- ----------------------------------- ------ -------------
Guy C. Feltz            Senior Vice President, President    45     2000         
- FI Check Printing             
----------------------- ----------------------------------- ------ -------------
Sonia W. St. Charles    Senior Vice President, Human        40     2000         
Resources                       
----------------------- ----------------------------------- ------ -------------
Anthony C. Scarfone     Senior Vice President, General      39     2000         
Counsel and Secretary           
----------------------- ----------------------------------- ------ -------------
Warner F. Schlais       Senior Vice President and Chief     48     2000         
Information Officer             
----------------------- ----------------------------------- ------ -------------
Richard L. Schulte      Senior Vice President, President    44     2000         
- Deluxe Business Forms and     
Supply Chain                    
----------------------- ----------------------------------- ------ -------------
Douglas J. Treff        Senior Vice President and Chief     43     2000         
Financial Officer               
----------------------- ----------------------------------- ------ -------------
Gene H. Peterson        Vice President, eBusiness and       56     2000         
Corporate Development           
----------------------- ----------------------------------- ------ -------------

LAWRENCE J. MOSNER has served as chairman of the board and chief executive
officer of Deluxe since the spin-off of eFunds from the Company, which was      
completed on December 29, 2000. Prior to this position, Mr. Mosner served as    
vice chairman, a position he assumed in August 1999. Before being named as vice 
chairman, Mr. Mosner served as executive vice president of the Company. In that 
position, Mr. Mosner had overall responsibility for all of the Company's        
day-to-day operations from July 1997 until April 1999, at which point he was    
designated to lead the Company's initiative to restructure the Company's various
businesses along business unit lines and otherwise evaluate strategic           
alternatives for enhancing shareholder value. From February to July 1997, Mr.   
Mosner was senior vice president of the Company and served as president of      

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its Paper Payment Systems business unit. From November 1995 until February 1997,
Mr. Mosner served as senior vice president of the Company and president of      
Deluxe Direct, Inc., a subsidiary of the Company that included all of its       
business units selling directly to individuals and small businesses.            

 RONALD E. EILERS has served as president and chief operating officer of the
Company since December 29, 2000. From August 1997 to December 2000, Mr. Eilers  
was a senior vice president of the Company and managed its Paper Payment Systems
business. From February 1997 to August 1997, Mr. Eilers was president of Deluxe 
Direct, Inc., a subsidiary of the Company, and from October 1996 was vice       
president of Deluxe Direct, Inc. In 1995, Mr. Eilers became president of        
PaperDirect, Inc., a subsidiary of the Company, and the manager of the Company's
business forms division.                                                        

   STEPHEN J. BERRY was named a senior vice president of the Company in December
2000 and has served as president of Checks Unlimited, LLC and Designer Checks   
(Direct Checks), the direct to consumer check provider subsidiary of the        
Company, since May 1999. From August 1997 to April 1999, Mr. Berry was director 
of marketing for Direct Checks, and from August 1996 to July 1997 was a         
marketing manager for Direct Checks. Mr. Berry was its customer service and     
telemarketing manager from April 1994 to July 1996.                             

GUY C. FELTZ was named a senior vice president of the Company in December 
2000 and has served as president of the Company's financial institution check   
printing business since July 2000. He was also a vice president of the Company  
from July to December 2000. From August 1999 to July 2000, Mr. Feltz served as  
senior vice president of sales and marketing of the Company's financial         
institution check printing business. From June 1998 to July 1999, Mr. Feltz was 
the president and chief executive officer of the Company's government services  
business, which is part of Deluxe's former subsidiary, eFunds. From May 1996 to 
May 1998, he served as president of Deluxe-HCL, an international joint venture  
of the Company.                                                                 

SONIA W. ST. CHARLES was named an executive officer of the Company in     
December 2000 and has served as senior vice president of human resources since  
May 1999. From October 1997 to April 1999, Ms. St. Charles was vice president of
human resources for the company and from July 1996 to July 1997 was vice        
president of human resources for the Company's financial services group. She    
joined PaperDirect, Inc., a subsidiary of the Company, in August 1994 as vice   
president of human resources and held that position until June 1996.            

ANTHONY C. SCARFONE joined the Company in September 2000 as senior vice   
president, general counsel and secretary and became an executive officer of the 
Company in December 2000. Prior to joining the Company, Mr. Scarfone served as  
vice president, general counsel and secretary of Dahlberg, Inc., a worldwide    
manufacturer, distributor and retailer of electronic hearing devices, a position
he held from November 1993 to November 1999.                                    

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 WARNER F. SCHLAIS has served as senior vice president and chief information
officer since November 1999, and became an executive officer of the Company in  
December 2000. From December 1997 to November 1999, Mr. Schlais was vice        
president and chief information officer and from April 1995 to December 1997 was
the Company's vice president of applications development.                       

RICHARD L. SCHULTE was named a senior vice president of the Company in    
December 2000 and has served as president of the Company's business forms and   
supply chain areas since July 2000. From May 1999 to July 2000, Mr. Schulte was 
senior vice president of supply chain and operations for the Company. From 1995 
to May 1999, he was president and general manager of Current, Inc. (now Direct  
Checks), the Company's direct mail check business.                              

  DOUGLAS J. TREFF joined the Company in October 2000 as senior vice president
and chief financial officer and became an executive officer of the Company in   
December 2000. From February 1993 until Mr. Treff joined the Company, he served 
as vice president, finance, of Wilsons the Leather Experts, Inc. (Wilsons), a   
leather specialty apparel retailer. He was also appointed chief financial       
officer of Wilsons in May 1996.                                                 

GENE H. PETERSON was named an executive officer of the Company in December
2000 and has served as vice president, eBusiness and corporate development since
November 1999. From October 1997 until November 1999, Mr. Peterson was vice     
president of planning and development. From February 1996 to October 1997, he   
served as vice president of planning and development for the Company's financial
services division.                                                              

ITEM 2. PROPERTIES                                                              

We conduct our operations in 22 principal facilities, 18 of which are used
for production and service operations. These facilities are located in 15 states
and total approximately 2,333,000 square feet. Our headquarters occupies a      
158,000-square-foot building in Shoreview, Minnesota. We believe that our       
current facilities are adequate to meet our anticipated space requirements. We  
believe that additional space will be available at a reasonable cost to meet our
future needs. The following table provides a description of our principal       
facilities:                                                                     

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                                                        [Enlarge/Download Table]

                                                    OWNED OR                                          
                                                     LEASE                                            
                                    APPROXIMATE    EXPIRATION                                         
LOCATION                            SQUARE FEET       DATE                   FUNCTION                 
--------                            -----------       ----                   --------                 
                                                                                                      
Shoreview, Minnesota (2 locations)    313,965        Owned       Administration, marketing, sales,    
                                                                 teleservice center and headquarters  
Lancaster, California                  68,539        Owned       Production and mail center           
Des Plaines, Illinois                 191,805        Owned       Production and distribution          
Colorado Springs, Colorado            291,311        Owned       Production, administration, marketing
                                                                 and teleservice center               
Dallas, Texas                          53,490        Owned       Production                           
Greensboro, North Carolina             44,336        Owned       Production                           
Indianapolis, Indiana                  43,969        Owned       Production                           
Lenexa, Kansas (2 locations)          321,080        Owned       Production, distribution and         
                                                                 teleservice center                   
Mountain Lakes, New Jersey             62,961        Owned       Production                           
Pittsburgh, Pennsylvania               45,884        Owned       Production                           
Streetsboro, Ohio                     115,205        Owned       Production                           
Salt Lake City, Utah                   95,307        Owned       Production                           
Campbell, California                   68,655        Owned       Production                           
Shoreview, Minnesota (2 locations)    189,338    September 2006  Administration                       
Shoreview, Minnesota                  180,832    September 2009  Administration                       
Anniston, Alabama                      83,400      June 2001     Production, marketing, and           
                                                                 teleservice center                   
Greensboro, North Carolina             65,340    November 2007   Teleservice center                   
Syracuse, New York                     47,469    December 2004   Teleservice center                   
Phoenix, Arizona                       50,337      June 2003     Administration and teleservice       
                                                                 center                               

ITEM 3. LEGAL PROCEEDINGS                                                       

Other than routine litigation incidental to our business, there are no    
material pending legal proceedings to which we are a party or to which any of   
our property is subject.                                                        

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                     

Not applicable.                                                           

 PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS   

Our common stock is traded on the New York Stock Exchange under the symbol
DLX. During the years ended December 31, 2000 and 1999, we declared dividends of
$0.37 per share during each quarterly period. As of December 31, 2000, the      
number of shareholders of record was 12,770. The table below shows the per-share
price ranges of                                                                 

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our common stock for the past two fiscal years as quoted on the New York Stock  
Exchange. The per-share prices have been adjusted to reflect the spin-off of our
subsidiary, eFunds Corporation, on December 29, 2000.                           

STOCK PRICE RANGES (DOLLARS)       HIGH       LOW         CLOSE     
----------------------------------------------------------------    
2000                                                                
Quarter 1                        23.18      17.74       21.18   
Quarter 2                        21.23      18.65       18.84   
Quarter 3                        19.19      15.99       16.24   
Quarter 4                        20.20      15.89       20.20   
----------------------------------------------------------------    
1999                                                                
Quarter 1                        29.88      23.28       23.28   
Quarter 2                        31.03      22.63       31.03   
Quarter 3                        32.37      26.48       27.18   
Quarter 4                        27.83      19.79       21.93   
----------------------------------------------------------------    

ITEM 6. SELECTED FINANCIAL DATA                                                 

   The information appearing under the caption "Five-year Summary" on page 25 of
the Annual Report is incorporated by reference.                                 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS                                                   

The information appearing under the caption "Management's Discussion and  
Analysis of Financial Condition and Results of Operations" on pages 18 through  
23 of the Annual Report is incorporated by reference.                           

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK             

  The information appearing under the caption "Market Risk Disclosure" on page
23 of the Annual Report is incorporated by reference.                           

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                             

  The financial statements, notes and independent auditors' report on pages 26
through 50 of the Annual Report and the information appearing under the caption 
"Summarized Quarterly Financial Data" (unaudited) on page 51 of the Annual      
Report is incorporated by reference.                                            

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE                                            

On March 16, 2001, the Company determined not to re-engage its independent
auditors, Deloitte & Touche LLP ("Deloitte") and appointed                      
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as its new independent    
auditors for the fiscal year ending December 31, 2001. This determination       
followed the Company's decision to seek competitive bids from independent       
accounting firms, including Deloitte, with respect to the engagement of         
independent accountants to audit the Company's consolidated financial statements
for the fiscal year ending December 31, 2001. The decision not to re-engage     
Deloitte and to engage PricewaterhouseCoopers was approved by the unanimous     
vote of the Company's board of directors upon the recommendation of its audit   
committee. The shareholders of the Company will be asked to ratify the          
appointment of PricewaterhouseCoopers at the Company's Annual Meeting to be held
on May 8, 2001.                                                                 

The reports of Deloitte on the consolidated financial statements of the   
Company for its fiscal years ended December 31, 2000 and December 31, 1999 did  
not contain any adverse opinion or disclaimer of opinion and were not qualified 
or modified as to uncertainty, audit scope or accounting principles. During the 
Company's two most recent fiscal years and the subsequent interim period        
through March 16, 2001, (i) there were no disagreements between the Company and 
Deloitte on any matter of accounting principles or practices, financial         
statement disclosure or auditing scope or procedure which, if not resolved to   
the satisfaction of Deloitte, would have caused Deloitte to make reference to   
the subject matter of the disagreement in connection with its reports (a        
"Disagreement") and (ii) there were no reportable events, as defined in Item    
304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission (a     
"Reportable Event").                                                            

   The Company reported the change in accountants on Form 8-K on March 21, 2001.
The Form 8-K contained a letter from Deloitte addressed to the Securities and   
Exchange Commission stating that it agreed with certain of the above statements,
and had no reason to agree or disagree with the remaining statements.           

PART III

ITEMS 10, 11, 12 AND 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,    
                       EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN
               BENEFICIAL OWNERS AND MANAGEMENT, AND CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS

   The Company's definitive proxy statement, to be filed with the Securities and
Exchange Commission within 120 days after the Company's fiscal year-end, is     
incorporated by reference.                                                      

 PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K       

 (a) The following financial statements, schedules and independent auditors'
report and consent are filed with or incorporated by reference in this report:  

                                                                   Page in
   Financial Statements                                            Annual Report
   --------------------                                            -------------

Consolidated Balance Sheets at December 31, 2000 and 1999............26 
Consolidated Statements of Income for each of the three                 
  years in the period ended December 31, 2000.......................27
Consolidated Statements of Comprehensive Income for each of             
  the three years in the period ended December 31, 2000.............27
Consolidated Statements of Cash Flows for each of the three             
   years in the period ended December 31, 2000......................28
Notes to Consolidated Financial Statements........................29-49 
Independent Auditors' Report ........................................50 
Supplemental Financial Information (Unaudited):                         
-----------------------------------------------                         
Summarized Quarterly Financial Data .................................51 

                                                                    Page in this
                                                                   Form 10-K
                                                                   ---------

Independent Auditors' Consent to the incorporation by                   
reference of its reports in the Company's registration                  
statements numbered 2-96963, 33-53585, 33-57261,                        
33-32279, 33-58510, 33-62041, 333-03625, 33-48967,                      
333-95739, 333-52452 and 333-52454..................................F-1 

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Schedules other than those listed above are not required or are not       
applicable, or the required information is shown in the consolidated financial  
statements or notes.                                                            

(b) Reports on Form 8-K                                                   

The Company filed the following reports on Form 8-K:              

       *  December 4, 2000 report concerning approval by the Company's board
of directors of the spin-off of eFunds.                 

      *  December 14, 2000 report concerning a press release issued by the
           Company announcing the final distribution ratio for the spin-off of
eFunds.                                                 

*  December 19, 2000 report providing an information statement
concerning the spin-off of eFunds.                      

         *  January 12, 2001 report announcing the completion of the spin-off of
      eFunds and providing required pro forma financial information.

  *  March 21, 2001 report concerning a change in certified public
accountants.                                            

 (c) The following exhibits are filed as part of or are incorporated in this
report by reference:                                                            

    Exhibit                                                            Method of
  Number                      Description                             Filing
  ------                      -----------                             ------

 2.1    Initial Public Offering and Distribution Agreement,            *
dated as of March 31, 2000, by and between Deluxe and   
eFunds (incorporated by reference to Exhibit 2.1 to the 
Registration Statement on Form S-1 ("the S-1") filed by 
eFunds Corporation with the Securities and Exchange     
Commission (the "Commission") on April 4, 2000,         
Registration No. 333-33992)).                           

 3.1    Articles of Incorporation (incorporated by reference to        *
the Company's Annual Report on Form 10-K for the year   
ended December 31, 1990).                               

 3.2    Bylaws (incorporated by reference to Exhibit 3.2 to the        *
Company's Quarterly Report on Form 10-Q ("the September 
1999 10-Q") for the quarter ended September 30, 1999).  

 4.1    Amended and Restated Rights Agreement, dated as of             *
January 31, 1997, by and between the Company and Norwest
Bank Minnesota, National Association, as Rights Agent,  
which includes as Exhibit A thereto, the form of Rights 
Certificate                                             

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(incorporated by reference to Exhibit 4.1 to the        
Company's Amendment No. 1 on Form 8-A/A-1 (File No.     
001-07945) filed with the Commission on February 7,     
1997).                                                  

 4.2    Indenture, relating to up to $150,000,000 of debt              *
securities (incorporated by reference to Exhibit 4.1 to 
the Company's Registration Statement on Form S-3        
(33-32279) filed with the Commission on November 24,    
1989).                                                  

 4.3    Amended and Restated Credit Agreement, dated as of July        *
8, 1997, among the Company, Bank of America National    
Trust and Savings Association, as agent, and the other  
financial institutions party thereto, related to a      
$150,000,000 committed line of credit (incorporated by  
reference to Exhibit 4.3 to the Company's Annual Report 
on Form 10-K ("the 1997 10-K") for the year ended       
December 31, 1997).                                     

 4.4    Credit Agreement, dated as of August 30, 1999 (the             *
"August 30, 1999 Credit Agreement"), among the Company, 
Bank of America, N.A. as the sole and exclusive         
administrative agent, and the other financial           
institution party thereto related to a $500,000,000     
revolving credit agreement (incorporated by reference to
Exhibit 4.4 to the September 1999 10-Q).                

 4.5    Amendment No. 1 to Amended and Restated Rights                 *
Agreement, entered into as of January 21, 2000, between 
the Company and Norwest Bank Minnesota, National        
Association as Rights Agent (incorporated by reference  
to Exhibit 4.1 to the Company's Amendment No. 1 to its  
Quarterly Report on Form 10-Q for the Quarter Ended June
30, 2000).                                              

 4.6    Extension of the August 30, 1999 Credit Agreement,             *
entered into as of August 14, 2000 (incorporated by     
reference to Exhibit 10.4 to the Company's Quarterly    
Report on Form 10-Q ("the September 2000 10-Q") for the 
Quarter Ended September 30, 2000).                      

 4.7    Amendment to Amended and Restated Credit Agreement dated       *
July 8, 1997, entered into as of August 14, 2000        
(incorporated by reference to Exhibit 10.5 to the       
September 2000 10-Q).                                   

   4.8    Second Amendment to Amended and Restated Credit              Filed
            Agreement dated July 8, 1997, entered into as of October    herewith
5, 2000.                                                

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   4.9    Amendment to the August 30, 1999 Credit Agreement,           Filed
            entered into as of October 5, 2000.                         herewith

 10.1   Deluxe Corporation 2000 Annual Incentive Plan                  *
(incorporated by reference to Exhibit 10.1 to the       
September 2000 10-Q).                                   

 10.2   Deluxe Corporation 2000 Stock Incentive Plan                   *
(incorporated by reference to Exhibit 10.2 to the       
September 2000 10-Q).                                   

 10.3   Deluxe Corporation 2000 Employee Stock Purchase Plan           *
(incorporated by reference to Exhibit 10.3 to the       
September 2000 10-Q).                                   

 10.4   Deluxe Corporation Executive Deferred Compensation Plan        *
for Employee Retention and Other Eligible Arrangements  
(incorporated by reference to Exhibit 10.24 to the      
Company's Quarterly Report on Form 10-Q ("the June 2000 
10-Q") for the quarter ended June 30, 2000).            

 10.5   Deluxe Corporation Supplemental Benefit Plan                   *
(incorporated by reference to Exhibit (10)(B) to the    
Company's Annual Report on Form 10-K ("the 1995 10-K")  
for the Year Ended December 31, 1995).                  

 10.6   Description of Deluxe Corporation Non-employee Director        *
Retirement and Deferred Compensation Plan (incorporated 
by reference to Exhibit 10.14 to the Company's Annual   
Report on Form 10-K for the Year ended December 31,     
1996).                                                  

 10.7   Deluxe Corporation 1998 DeluxeSHARES Plan (incorporated        *
by reference to Exhibit 10.9 to the 1997 10-K).         

 10.8   Description of modification to the Deluxe Corporation          *
Non-Employee Director Retirement and Deferred           
Compensation Plan (incorporated by reference to Exhibit 
10.10 to the 1997 10-K).                                

 10.9   Description of non-employee Director Compensation              *
Arrangements (incorporated by reference to Exhibit 10.14
to the Company's Annual Report on Form 10-K ("the 1999  
10-K") for the Year Ended December 31,1999).            

 10.10  Description of John A. Blanchard III Supplemental              *
Pension Plan (incorporated by reference to Exhibit 10(H)
to the 1995 10-K).                                      

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 10.11  Government Services Indemnification Agreement, dated as        *
of May 1, 2000, by and between eFunds Corporation and   
the Company (incorporated by reference to Exhibit 10.17 
to Amendment No. 1 to the S-1 filed by eFunds           
Corporation with the Commission on May 15, 2000         
(Registration No. 333-33992)).                          

 10.12  Professional Services Agreement, dated as of April 1,          *
2000, by and between eFunds Corporation and the Company 
(incorporated by reference to Exhibit 10.10 to Amendment
No. 1 to the S-1 filed by eFunds Corporation with the   
Commission on May 15, 2000 (Registration No.            
333-33992)).                                            

 10.13  Tax Sharing Agreement, dated as of April 1, 2000, by and       *
between eFunds Corporation and the Company (incorporated
by reference to Exhibit 10.3 to Amendment No. 1 to the  
S-1 filed by eFunds Corporation with the Commission on  
May 15, 2000 (Registration No. 33-33992)).              

 10.14  Amendment, dated November 1, 1999, to Executive                *
Retention Agreement, dated as of January 9, 1998,       
between John A. Blanchard III and the Company           
(incorporated by reference to Exhibit 10.21 to the 1999 
10-K).                                                  

 10.15  Executive Employment Agreement, dated as of May 9, 2000,       *
by and between eFunds Corporation and John A. Blanchard 
III (incorporated by reference to Exhibit 10.19 to      
Amendment No. 1 to the S-1 filed by eFunds Corporation  
with the Commission on May 15, 2000 (Registration No.   
333-33992)).                                            

 10.16  Agreement to Terminate Executive Retention Agreement and       *
Memorandum Dated October 11, 1995, dated May 9, 2000, by
and between John A. Blanchard III and the Company       
(incorporated by reference to Exhibit 10.26 to the June 
2000 10-Q).                                             

   10.17  Severance Agreement entered into effective March 1, 2001     Filed
            between the Company and the following executive             herewith
officers: Ronald E. Eilers, Anthony C. Scarfone, Richard
L. Schulte, Douglas J. Treff, Stephen J. Berry, Warner  
F. Schlais, Sonia W. St. Charles, Guy C. Feltz, and     
Gene H. Peterson.                                       

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   10.18  Severance Agreement entered into effective March 1, 2001     Filed
            between the Company and Lawrence J. Mosner.                 herewith

   10.19  Executive Retention Agreement entered into effective         Filed
            December 18, 2000 between the Company and the following     herewith
executive officers of the Company: Lawrence J. Mosner,  
Ronald E. Eilers, Anthony C. Scarfone, Richard L.       
Schulte, Douglas J. Treff, Stephen J. Berry, Warner F.  
Schlais, Sonia W. St. Charles, Guy C. Feltz, and Gene H.
Peterson.                                               

   12.5   Statement re: computation of ratios.                         Filed
                                                                        herewith

   13     2000 Annual Report to shareholders.                          Filed
                                                                        herewith

   21.1   Subsidiaries of the Registrant.                              Filed
                                                                        herewith

 23     Consent of Experts and Counsel (incorporated by                *
reference to page F-1 of this Annual Report on Form     
10-K).                                                  

   24.1   Power of attorney.                                           Filed
                                                                        herewith

   99.1   Cautionary Statements and Risk Factors.                      Filed
                                                                        herewith

------------------------                                                        
*Incorporated by reference                                                      

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Note to recipients of Form 10-K: Copies of exhibits will be furnished upon
written request and payment of the Company's reasonable expenses ($.25 per page)
in furnishing such copies.                                                      

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of        
Shoreview, State of Minnesota.                                                  

                    DELUXE CORPORATION

Date: March 23, 2001                     By: /s/ Lawrence J. Mosner             
                                            ----------------------------------
                            Lawrence J. Mosner
                                            Chairman of the Board of Directors
                                     and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons in the capacities         
indicated on March 23, 2001.                                                    

SIGNATURE                                TITLE                                  
---------                                -----                                  

By /s/ Lawrence J. Mosner                Chairman of the Board of Directors     
-------------------------------       and Chief Executive Officer         
Lawrence J. Mosner                    (Principal Executive Officer)       

By /s/ Douglas J. Treff                  Senior Vice President and Chief        
-------------------------------       Financial Officer (Principal        
Douglas J. Treff                      Financial Officer and Principal     
                     Accounting Officer)

*                          Director                 
-------------------------------                                           
Ronald E. Eilers                                                          

*                          Director                 
-------------------------------                                           
Barbara B. Grogan                                                         

*                          Director                 
-------------------------------                                           
Stephen P. Nachtsheim                                                     

*                          Director                 
-------------------------------                                           
Calvin W. Aurand, Jr.                                                     

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*                          Director                 
-------------------------------                                           
Donald R. Hollis                                                          

*                          Director                 
-------------------------------                                           
Robert C. Salipante                                                       

*                          Director                 
-------------------------------                                           
Daniel D. Granger                                                         

*                         Director                  
-------------------------------                                           
Cheryl E. Mayberry                                                        

*                         Director                  
-------------------------------                                           
Charles A. Haggerty                                                       

*By: /s/ Lawrence J. Mosner                                                     
-----------------------------                                         
Lawrence J. Mosner                                            
Attorney-in-Fact                                              

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 INDEPENDENT AUDITORS' CONSENT

  We consent to the incorporation by reference in Registration Statements Nos.
2-96963, 33-53585, 33-57261, 333-03625, 33-48967, 333-95739, 333-52452 and      
333-52454 on Form S-8 and 33-32279, 33-58510 and 33-62041 on Form S-3 of our    
report dated January 25, 2001, incorporated by reference in this Annual Report  
on Form 10-K of Deluxe Corporation for the year ended December 31, 2000.        

/s/ Deloitte & Touche LLP                                                 
Deloitte & Touche LLP                                                     
Minneapolis, Minnesota                                                    
March 21, 2001                                                            

 F-1

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 EXHIBIT INDEX

The following exhibits are filed as part of this report:                  

Exhibit                                                               Page
  Number                           Description                          Number
  ------                           -----------                          ------

4.8       Second Amendment to Amended and Restated Credit               
Agreement dated July 8, 1997, entered into as of    
October 5, 2000.                                    

4.9       Amendment to the August 30, 1999 Credit Agreement,            
entered into as of October 5, 2000.                 

10.17     Severance Agreement entered into effective March 1,           
2001 between the Company and the following executive
officers: Ronald E. Eilers, Anthony C. Scarfone,    
Richard L. Schulte, Douglas J. Treff, Stephen J.    
  Berry, Warner F. Schlais, Sonia W. St. Charles, Guy C.
Feltz, and Gene H. Peterson.                        

10.18     Severance Agreement entered into effective March 1,           
2001 between the Company and Lawrence J. Mosner.    

10.19     Executive Retention Agreement entered into effective          
December 18, 2000 between the Company and the       
 following executive officers of the Company: Lawrence
J. Mosner, Ronald E. Eilers, Anthony C. Scarfone,   
Richard L. Schulte, Douglas J. Treff, Stephen J.    
  Berry, Warner F. Schlais, Sonia W. St. Charles, Guy C.
Feltz, and Gene H. Peterson.                        

12.5      Statement re: computation of ratios.                          

13        2000 Annual Report to shareholders.                           

21.1      Subsidiaries of the Registrant.                               

24.1      Power of attorney.                                            

99.1      Cautionary Statements and Risk Factors.                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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		12/31/97		16					10-K405
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		12/31/96		17					10-K
		12/31/95		17					10-K405
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