Sec Form 13G Filing - ESL PARTNERS L.P. filing for DELUXE CORP (DLX) - 2004-06-28

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*
(Amendment No. 6)*

Deluxe Corporation

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

248019-10-1

(CUSIP Number)

June 23, 2004

(Date of Event Which Requires Filing of this Statement)
     
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
  o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Person Authorized to Receive Notices and Communications:

Janice V. Sharry, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5562

 

 

             
13G
CUSIP No. 248019-10-1 Page 2 of 10
  1. Name of Reporting Person:
ESL Partners, L.P., a Delaware limited partnership		 I.R.S. Identification Nos. of above persons (entities only):
22-2875193
  2. Check the Appropriate Box if a Member of a Group:
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,479,478
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,479,478
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,278,465
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.6%
  12.Type of Reporting Person:
PN

2

 

             
13G
CUSIP No. 248019101 Page 3 of 10
  1. Name of Reporting Person:
ESL Institutional Partners, L.P., a Delaware limited partnership		 I.R.S. Identification Nos. of above persons (entities only):
06-1456821
  2. Check the Appropriate Box if a Member of a Group:
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
46,617
6. Shared Voting Power:
0
7. Sole Dispositive Power:
46,617
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,278,465
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.6%
  12.Type of Reporting Person:
PN

3

 

             
13G
CUSIP No. 248019101 Page 4 of 10
  1. Name of Reporting Person:
ESL Investors, L.L.C., a Delaware limited liability company		 I.R.S. Identification Nos. of above persons (entities only):
13-4095958
  2. Check the Appropriate Box if a Member of a Group:
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
572,248
6. Shared Voting Power:
0
7. Sole Dispositive Power:
572,248
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,278,465
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.6%
  12.Type of Reporting Person:
OO

4

 

             
13G
CUSIP No. 248019101 Page 5 of 10
  1. Name of Reporting Person:
ESL Limited, a Bermuda corporation		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Bermuda
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
180,122
6. Shared Voting Power:
0
7. Sole Dispositive Power:
180,122
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,278,465
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.6%
  12.Type of Reporting Person:
CO

5

 

             
13G
CUSIP No. 248019101 Page 6 of 10
  1. Name of Reporting Person:
KP I Partners, L.P., a Delaware partnership		 I.R.S. Identification Nos. of above persons (entities only):
86-1069224
  2. Check the Appropriate Box if a Member of a Group:
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
0
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
0
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0%
  12.Type of Reporting Person:
PN

6

 

CUSIP No. — 248019101   Page 7 of 10
     
Item 1(a)
  Name of Issuer:
 
    
  Deluxe Corporation
 
    
Item 1(b)
  Address of Issuer’s Principal Executive Offices:
 
    
  3680 Victoria Street North
Shoreview, Minnesota 55126-2966
 
    
Item 2(a)
  Names of Persons Filing:
 
    
  ESL Partners, L.P.
ESL Institutional Partners, L.P.
ESL Investors, L.L.C.
ESL Limited
KP I Partners, L.P.
 
    
Item 2(b)
  Addresses of Principal Business Offices:
 
    
  ESL Partners, L.P., ESL Institutional Partners, L.P., ESL Investors,
L.L.C. and KP I Partners, L.P.:
200 Greenwich Avenue
Greenwich, CT 06830
 
    
 
  ESL Limited
129 Front Street
P.O. Box HM 1916
Hamilton HM HX, Bermuda
 
    
Item 2(c)
  Citizenship:
 
    
  ESL Partners, L.P. – Delaware
ESL Institutional Partners, L.P. – Delaware
ESL Investors, L.L.C. – Delaware
ESL Limited – Bermuda
KP I Partners, L.P. – Delaware
 
    
Item 2(d)
  Title of Class of Securities:
 
    
  Common Stock, par value $1.00 per share
 
    
Item 2(e)
  CUSIP Number:
 
    
  248019-10-1

 

 

CUSIP No. — 248019101   Page 8 of 10
     
Item 3
  Status of Persons Filing:
             
 
   (a)   [  ]   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
   (b)   [  ]   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
   (c)   [  ]   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
   (d)   [  ]   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
   (e)   [  ]   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
   (f)   [  ]   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
   (g)   [  ]   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
   (h)   [  ]   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i)   [  ]   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of
 
           the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j)   [  ]   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
     
Item 4
  Ownership:

  (a)   Amount Beneficially Owned: 2,278,465 shares of Common Stock, par value $1.00 per share.
 
       This statement is filed on behalf of ESL Partners, L.P., a Delaware limited partnership (“ESL”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), ESL Limited, a Bermuda corporation (“Limited”), and KP I Partners, L.P., a Delaware limited partnership (“KPI”). The general partner of ESL is RBS Partners, L.P. (“RBS”). RBS is the manager of Investors. The general partner of RBS is ESL Investments, Inc., a Delaware corporation. ESL Investment Management, a Delaware limited liability company, is the investment manager of Limited and the general partner of KPI. RBS Investment Management, LLC, a Delaware limited liability company, is the general partner of Institutional. In the aforementioned capacities, ESL, Institutional, Investors, Limited and KPI each may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the other members of the group.
 
       
 
      As of June 28, 2004, (i) ESL was the record owner of 1,479,478 shares of Common Stock, (ii) Institutional was the record owner of 46,617 shares of Common Stock, (iii) Investors was the record owner of 572,248 shares of Common Stock, (iv) Limited was the record owner of 180,122 shares of Common Stock and (v) KPI was the record owner of 0 shares of Common Stock.  
 
  (b)   Percent of Class: 4.6%.

 

 

CUSIP No. — 248019101   Page 9 of 10

  (c) Number of shares as to which each person has:

  (i)   sole power to vote or to direct the vote:
 
           See Item 5 of each cover page.
 
  (ii)   shared power to vote or to direct the vote: 0.
 
  (iii)   sole power to dispose or to direct the disposition of:
 
          See Item 7 of each cover page.
 
  (iv)    shared power to dispose or to direct the disposition of: 0.
     
Item 5
  Ownership of 5% or Less of a Class:
 
    
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
 
    
Item 6
  Ownership of More than 5% on Behalf of Another Person:
 
    
  Not applicable.
 
    
Item 7
  Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company:
 
  Not applicable.
 
    
Item 8
  Identification and Classification of Members of the Group:
 
    
  See Item 4(a).
 
    
Item 9
  Notice of Dissolution of Group:
 
    
  Not applicable.
 
    
Item 10
  Certification:
 
    
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. — 248019101   Page 10 of 10

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 28, 2004

         
  ESL PARTNERS, L.P.
 		  
  By:   RBS Partners, L.P., its general partner    
  By:   ESL Investments, Inc., its general partner   
         
  By:   /s/ William C. Crowley    
    William C. Crowley   
    President and Chief Operating Officer   
         
  ESL INSTITUTIONAL PARTNERS, L.P.
 		  
  By:   RBS Investment Management, LLC, its general partner  
         
     
  By:   /s/ William C. Crowley    
    William C. Crowley   
    Member   
 
         
  ESL INVESTORS, L.L.C.
 		  
  By:   RBS Partners, L.P., its manager  
  By:   ESL Investments, Inc., its general partner  
         
  By:   /s/ William C. Crowley   
    William C. Crowley   
    President and Chief Operating Officer   
         
  ESL LIMITED
 		  
  By:   ESL Investment Management, LLC, its investment manager    
         
     
  By:   /s/ William C. Crowley    
    William C. Crowley   
    Member   
         
  KP I PARTNERS, L.P.
 		  
  By:   ESL Investment Management, LLC, its general partner    
         
     
  By:   /s/ William C. Crowley    
    William C. Crowley   
    Member   
 

 

EXHIBITS

Exhibit 1  Joint Filing Agreement, dated as of June 30, 2003, entered into by and among ESL Partners, L.P., ESL Institutional Partners, L.P., ESL Investors, L.L.C., ESL Limited and KP I Partners, L.P. (incorporated by reference herein from Amendment No. 5 to Schedule 13G filed on July 3, 2003).