-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QWGZkf8m8h6AbZGWGlwZlpfRXoU9qTtdhYEK4F7AIMtrzb62d1IFTlJiqQZgDivK m1HON8ws6m8v1l8YSV89jA== 0000950142-07-000931.txt : 20070419 0000950142-07-000931.hdr.sgml : 20070419 20070419172922 ACCESSION NUMBER: 0000950142-07-000931 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070419 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070419 DATE AS OF CHANGE: 20070419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARKE AMERICAN CORP. CENTRAL INDEX KEY: 0001354752 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 841696500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-133253 FILM NUMBER: 07776845 BUSINESS ADDRESS: STREET 1: 10931 LAUREATE DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78249 BUSINESS PHONE: (210) 697-8888 MAIL ADDRESS: STREET 1: 10931 LAUREATE DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78249 8-K 1 form8k_041707.txt CURRENT REPORT ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): APRIL 19, 2007 CLARKE AMERICAN CORP. - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware - ------------------------------------------------------------------------------ (State or Other Jurisdiction of Incorporation 333-133253 84-1696500 - ------------------------------------------------------------------------------ (Commission File (IRS Employer Number) Identification No.) 10931 LAUREATE DRIVE, SAN ANTONIO, TEXAS 78249 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) 210-697-8888 - ------------------------------------------------------------------------------ (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE - ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) =============================================================================== ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Clarke American Corp. (the "Company"), B(2)Direct, Inc., Checks in the Mail, Inc., Clarke American Checks, Inc. (collectively, the "Guarantors") and The Bank of New York (the "Trustee") have entered into a second supplemental indenture, dated as of April 19, 2007 (the "Second Supplemental Indenture") to the Indenture dated as of December 15, 2005, by and among the Company, the Guarantors and the Trustee, as supplemented by the First Supplemental Indenture, dated as of October 6, 2006 (as supplemented, the "Indenture"), relating to the Company's outstanding 11 3/4% Senior Notes due 2013 (the "Notes"). The Second Supplemental Indenture was entered into in connection with the Company's previously announced tender offer and consent solicitation with respect to the Notes, which was commenced on April 5, 2007 (the "Offer"). The Offer is being conducted in connection with the previously announced merger (the "Merger") of a wholly owned subsidiary of the Company's parent, M & F Worldwide Corp., with and into John H. Harland Company. As of 5:00 p.m., New York City time, on April 18, 2007 (the deadline for consents under the consent solicitation) holders of approximately 99.9% of the outstanding aggregate principal amount of Notes had tendered their Notes into the Offer and consented to the proposed amendments to the Indenture contained in the Second Supplemental Indenture. (Subsequent to the issuance of the press release attached hereto as Exhibit 99.1, the Company was informed that holders of $3.5 million of Notes that had not been reflected in the press release had tendered their Notes into the Offer and had consented to the proposed amendments.) The Second Supplemental Indenture amends the Indenture to eliminate substantially all of the restrictive covenants contained in the Indenture and the Notes, eliminate certain events of default, permit the Company's board of directors to designate any restricted subsidiary as an unrestricted subsidiary, modify the covenant regarding mergers, including to permit mergers with entities other than corporations, and modify or eliminate certain other provisions contained in the Indenture and the Notes. The amendments to the Indenture became effective on April 19, 2007 but will not become operative until the Company has accepted for purchase at least a majority in aggregate principal amount of the Notes then outstanding. The Company's obligation to accept for purchase any Notes properly tendered and not properly withdrawn pursuant to the Offer is conditioned upon a number of conditions precedent having occurred or been satisfied or having been waived by the Company (in its sole discretion) on or prior to the expiration of the Offer, including, without limitation, the closing of the Merger and the related financing transactions expected to be completed in connection with the Merger. In the event that the Company does not accept such Notes tendered in the Offer for any reason, the Second Supplemental Indenture will not become operative, and the Indenture for the Notes will remain in effect in its current form. The foregoing summary is qualified in its entirety by reference to the Second Supplemental Indenture, a copy of which is attached as Exhibit 4.1 hereto and is incorporated by reference herein. ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS See description under Item 1.01, Entry into a Material Definitive Agreement, above regarding the execution on April 19, 2007 of the Second Supplemental Indenture relating to the Notes. 2 ITEM 7.01 REGULATION FD DISCLOSURE On April 19, 2007, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Shell Company Transactions. Not applicable. (d) Exhibits. EXHIBIT NO. DESCRIPTION ----------- ----------- 4.1 Second Supplemental Indenture, dated as of April 19, 2007, relating to the Company's 11 3/4% Senior Notes due 2013. 99.1 Press Release, dated April 19, 2007. 3 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 hereunto duly authorized. CLARKE AMERICAN CORP. By: /s/ Judy C. Norris ---------------------------------------- Name: Judy C. Norris Title: Senior Vice President, Secretary and General Counsel Date: April 19, 2007 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------------------------------------------------------------------------------- 4.1 Second Supplemental Indenture, dated as of April 19, 2007, relating to the Company's 11 3/4% Senior Notes due 2013. 99.1 Press Release, dated April 19, 2007. EX-4 2 ex4-1form8k_041907.txt EXHIBIT 4.1 EXHIBIT 4.1 ----------- SECOND SUPPLEMENTAL INDENTURE This "SUPPLEMENTAL INDENTURE", dated as of April 19, 2007, to the Indenture dated as of December 15, 2005 as supplemented by the First Supplemental Indenture dated as of October 6, 2006 (as supplemented, the "INDENTURE") among Clarke American Corp. (the "COMPANY"), B2Direct, Inc., Checks in the Mail, Inc., Clarke American Checks, Inc. (collectively, the "GUARANTORS") and The Bank of New York, a New York banking corporation, as trustee under the Indenture (the "TRUSTEE"). W I T N E S S E T H: WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered the Indenture, providing for the issuance of 11.75% Senior Notes due 2013 (the "NOTES"); WHEREAS, Section 9.02 of the Indenture provides that the Company, the Guarantors and the Trustee may, with the requisite consents of the holders, enter into a supplemental indenture for the purpose of amending certain provisions of the Indenture; WHEREAS, the Company has offered to purchase for cash any and all of the outstanding Notes upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated April 5, 2007 (as the same may be amended or supplemented from time to time, the "STATEMENT"), and in the related Consent and Letter of Transmittal (as the same may be amended or supplemented from time to time, together with the Statement, the "OFFER"), from each Holder of such Notes; WHEREAS, the Offer is conditioned upon, among other things, certain amendments to the Indenture and to the Notes set forth in Article Two, Article Three and Article Four of this Supplemental Indenture (the "AMENDMENTS") having been approved by Holders of at least a majority of the outstanding principal amount of the Notes (and a supplemental indenture in respect thereof having been executed and delivered), provided that the Amendments will become operative once at least a majority in principal amount of the outstanding Notes issued under the Indenture are accepted for purchase pursuant to the Offer at one or more settlement dates (the "ACCEPTANCE"); WHEREAS, the Company has received and delivered to the Trustee the consents from Holders of a majority of the outstanding principal amount of the Notes to effect the Amendments; WHEREAS, each of the Company and the Guarantors have been authorized by resolutions of their Boards of Directors to enter into this Supplemental Indenture; and WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed; NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee hereby agree as follows: ARTICLE ONE SECTION 1.01. DEFINITIONS. Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. ARTICLE TWO SECTION 2.01. AMENDMENTS TO TABLE OF CONTENTS. The Table of Contents of the Indenture is amended by deleting the titles to Sections 3.09, 4.03 through and including 4.16, 4.18 and 4.20, and inserting, in each case, in lieu thereof, the phrase "[deleted pursuant to Second Supplemental Indenture]". ARTICLE THREE SECTION 3.01. ELIMINATION OF CERTAIN DEFINITIONS IN ARTICLE 1. Sections 1.01 and 1.02 of the Indenture are amended by deleting all definitions of terms, and references to definitions of terms, that are used exclusively in text of the Indenture and the Notes that are being otherwise eliminated by this Supplemental Indenture. SECTION 3.02. ELIMINATION OF CERTAIN PROVISIONS IN ARTICLE 3. Article 3 of the Indenture is amended by deleting the text of Section 3.09 in its entirety and inserting, in lieu thereof, the phrase "[deleted pursuant to Second Supplemental Indenture]". SECTION 3.03. ELIMINATION AND AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 4. (a) Article 4 of the Indenture is amended by deleting the text of each of Sections 4.03 through and including 4.16, 4.18 and 4.20 in its entirety and inserting, in each case, in lieu thereof, the phrase "[deleted pursuant to Second Supplemental Indenture]". (b) Article 4 of the Indenture is amended by deleting the text of Section 4.19 in its entirety and inserting, in lieu thereof, the 2 following text: "The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary by providing the Trustee with a certified copy of a resolution of the Board of Directors giving effect to such designation." SECTION 3.04. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 5. (a) Section 5.01 of the Indenture is amended by deleting the text of each of clauses (3) and (4) in its entirety and, in each case, inserting in lieu thereof the phrase "[deleted pursuant to Second Supplemental Indenture]". (b) Section 5.01 of the Indenture is further amended by deleting the text of clause (1)(B) in its entirety and inserting in lieu thereof the following text: "the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia (provided that if such entity is not a corporation, a corporate co-obligor will become a co-issuer of the Notes and assume all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee);". SECTION 3.05. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 6. Section 6.01 of the Indenture is amended by deleting the text of each of clauses (3) through and including (6) in its entirety and, in each case, inserting in lieu thereof the phrase "[deleted pursuant to Second Supplemental Indenture]". SECTION 3.06. DELETION OF RELEVANT CROSS-REFERENCES THROUGHOUT THE INDENTURE. The Indenture is amended by deleting the text of any cross-references to any clauses or provisions that have been deleted pursuant to this Supplemental Indenture. ARTICLE FOUR SECTION 4.01. ELIMINATION AND AMENDMENT OF CERTAIN PROVISIONS IN THE NOTES. (a) Each of the outstanding Notes and the forms of Note attached as Exhibits A-1 and A-2 to the Indenture is amended by deleting the text of Section (7) in its entirety and inserting, in lieu thereof, the phrase "[deleted pursuant to Second Supplemental Indenture]". (b) Section (12) of each of the outstanding Notes and the forms of Note attached as Exhibits A-1 and A-2 to the Indenture is amended by deleting the text of each of clauses (iii) through and including (vi) in their entirety and inserting, in each case, in lieu thereof, the phrase "[deleted pursuant to Second Supplemental Indenture]". 3 ARTICLE FIVE SECTION 5.01. EFFECTIVENESS OF AMENDMENTS TO INDENTURE. Notwithstanding any other provision of this Supplemental Indenture, (i) this Supplemental Indenture shall be effective upon its signing by the parties hereto but (ii) the Amendments shall become operative concurrently with the Acceptance. SECTION 5.02. NEW YORK LAW TO GOVERN. The internal law of the State of New York shall govern and be used to construe this Supplemental Indenture. SECTION 5.03. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. SECTION 5.04. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 5.05. CONFLICT WITH TRUST INDENTURE ACT. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that may not be so limited, qualified or conflicted with, such provision of such Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of such Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. SECTION 5.06. RECITALS. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Company. SECTION 5.07. SEPARABILITY CLAUSE. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 4 SECTION 5.08. BENEFITS OF SUPPLEMENTAL INDENTURE, ETC. Nothing in this Supplemental Indenture, the Indenture or the Notes, express or implied, shall give to any person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes. SECTION 5.09. TERMINATION OF SUPPLEMENTAL INDENTURE. If the Offer is withdrawn or rescinded for any reason prior to the time of the Acceptance, this Supplemental Indenture shall terminate automatically as of the time the Offer is terminated and be of no further force or effect. 5 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written. CLARKE AMERICAN CORP. By: /s/ Peter A. Fera, Jr. ------------------------------ Name: Peter A. Fera, Jr. Title: Senior Vice President and Chief Financial Officer B(2)DIRECT, INC. By: /s/ Peter A. Fera, Jr. ------------------------------ Name: Peter A. Fera, Jr. Title: Senior Vice President and Chief Financial Officer CHECKS IN THE MAIL, INC. By: /s/ Peter A. Fera, Jr. ------------------------------ Name: Peter A. Fera, Jr. Title: Senior Vice President and Chief Financial Officer CLARKE AMERICAN CHECKS, INC. By: /s/ Peter A. Fera, Jr. ------------------------------ Name: Peter A. Fera, Jr. Title: Senior Vice President and Chief Financial Officer THE BANK OF NEW YORK By: /s/ Julie Salovitch-Miller ------------------------------ Name: Julie Salovitch-Miller Title: Vice President EX-99 3 ex99-1form8k_041907.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ CLARKE AMERICAN CORP. ANNOUNCES PRICING AND RECEIVES THE REQUISITE CONSENTS PURSUANT TO ITS TENDER OFFER AND CONSENT SOLICITATION FOR ITS 11 3/4% SENIOR NOTES DUE 2013 SAN ANTONIO, APRIL 19, 2007 - Clarke American Corp. (the "Company") announced today the consideration to be paid in the tender offer and consent solicitation and that it has received the requisite consents from holders of its 11 3/4% Senior Notes due 2013 (the "Notes") to amend the Indenture governing such Notes. On April 5, 2007, the Company commenced a cash tender offer and consent solicitation relating to any and all of the $175,000,000 outstanding principal amount of the Notes. The tender offer consideration for Notes validly tendered by 9:00 a.m., New York City time, on May 3, 2007, unless extended or terminated by the Company (such date and time, as the same may be extended, the "Expiration Time"), and accepted for payment will be $1,183.10 per $1,000 principal amount of the Notes. Holders who validly tendered Notes and delivered consents on or prior to the expiration of the consent solicitation at 5:00 p.m. New York City time on April 18, 2007 (the "Consent Time") also will receive a consent payment of $30.00 per $1,000 principal amount of Notes, for total consideration of $1,213.10 per $1,000 principal amount of Notes. In addition to the consideration payable in respect of the Notes purchased in the tender offer and the consents given in the consent solicitation, the Company will pay accrued and unpaid interest to, but not including, the applicable settlement date. The tender offer consideration was determined as of 2:00 p.m., New York City time, on April 18, 2007, by reference to a fixed spread of 50 basis points above the bid side yield on the 3.50% U.S. Treasury Note due December 15, 2009 and an initial settlement date of May 1, 2007. Payment of the tender offer consideration and the consent payment, if applicable, will be made for Notes accepted for purchase by the Company, provided that the conditions to the tender offer and consent solicitation have been satisfied or waived by the Company: (i) at the Company's option, on an initial settlement date, currently expected to be May 1, 2007, and (ii) promptly after the Expiration Time, on a final settlement date, currently expected to be May 3, 2007, assuming no extension of the Expiration Time. The consent solicitation expired at 5:00 p.m. New York City time, on April 18, 2007. At the Consent Time, holders of approximately 98% of the outstanding aggregate principal amount of the Notes had tendered their Notes and consented to the proposed amendments to the Indenture governing the Notes and related documents. Any Notes tendered and Consents delivered by the Consent Time may no longer be withdrawn or revoked. The Company intends to promptly enter into a supplemental indenture at which time the proposed amendments described in the Offer to Purchase and Consent Solicitation Statement dated April 5, 2007 will be effective. The proposed amendments will not become operative, however, unless and until the Notes are accepted for purchase pursuant to the terms of the tender offer. The proposed amendments would, among other things, eliminate substantially all of the restrictive covenants and certain of the default provisions applicable to the Notes. The tender offer and consent solicitation is being conducted in connection with the previously announced merger (the "Merger") of a wholly owned subsidiary of the Company with and into John H. Harland Company ("Harland"). The completion of the tender offer and consent solicitation is not a condition to the consummation of the Merger. The tender offer for the Notes will expire at 9:00 a.m., New York City time, on May 3, 2007, unless extended or earlier terminated. The tender offer is subject to the satisfaction or waiver by the Company of certain conditions, including, without limitation, the Merger having occurred and the closing of the financing transactions expected to be completed in connection with the Merger. The Offer to Purchase and Consent Solicitation Statement dated April 5, 2007 and the related Consent and Letter of Transmittal (together, the "Offer Documents") set forth all of the conditions to the Company's obligation to accept for purchase and pay for any Notes properly tendered and not properly withdrawn. The Company reserves the right to terminate, extend or amend the tender offer or the consent solicitation with respect to the Notes if any condition of the tender offer or the consent solicitation is not satisfied or waived by the Company or otherwise in its sole discretion. Bear, Stearns & Co. Inc. is acting as Dealer Manager for the tender offer and as the Solicitation Agent for the consent solicitation. The depositary for the tender offer is The Bank of New York. The tender offer and consent solicitation are being made pursuant to the Offer Documents, which more fully set forth the terms and conditions of the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Bear, Stearns & Co. Inc. at (212) 272-5112 (collect) or (877) 696-BEAR (toll free). Requests for copies of the Offer Documents may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers only) or (888) 644-5854 (for all others toll free). THE TENDER OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THE OFFER DOCUMENTS. UNDER NO CIRCUMSTANCES SHALL THIS PRESS RELEASE CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE NOTES OR ANY OTHER SECURITIES. THE TENDER OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY BY THE COMPANY'S OFFER DOCUMENTS. THIS PRESS RELEASE ALSO IS NOT A SOLICITATION OF CONSENTS TO THE PROPOSED AMENDMENTS TO THE INDENTURE. NO RECOMMENDATION IS MADE AS TO WHETHER HOLDERS OF THE NOTES SHOULD TENDER THEIR NOTES OR GIVE THEIR CONSENT. ABOUT CLARKE AMERICAN CORP. Clarke American is a leading provider of checks and related products, direct marketing and contact center services to financial and commercial institutions as well as individual consumers and small businesses. Clarke American serves financial institutions through the Clarke American and Alcott Routon brands and serves consumers and businesses directly through the Checks In The Mail and B2Direct brands. Clarke American is a wholly owned subsidiary of M & F Worldwide Corp., a holding company that, in addition to Clarke American, wholly owns Mafco Worldwide Corporation, which is the world's largest producer of licorice extracts and related products. SAFE HARBOR STATEMENT This press release contains forward looking statements that reflect management's current assumptions and estimates of future performance and economic conditions, which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of risks and uncertainties, many of which are beyond Clarke American's control. All statements other than statements of historical facts included in this press release, including those regarding Clarke American's strategy, future operations, financial position, estimated revenues, projected costs, projections, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, the words "believes," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this press release. Although Clarke American believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this press release are reasonable, such plans, intentions or expectations may not be achieved. The factors which may cause Clarke American's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this press release include: 1) Clarke American's substantial indebtedness; 2) covenant restrictions under Clarke American's indebtedness that may limit its ability to operate its business and react to market changes; 3) the maturity of the principal industry in which Clarke American operates and trends in the paper check industry, including a faster than anticipated decline in check usage due to increasing use of alternative payment methods and other factors; 4) consolidation among financial institutions; 5) higher than anticipated stand-alone costs of Clarke American; 6) adverse changes among the large financial institution clients on which Clarke American depends, resulting in decreased revenues; 7) intense competition in all areas of Clarke American's business; 8) interruptions or adverse changes in Clarke American's supplier relationships, technological capacity, intellectual property matters and applicable laws; and 9) the inability to consummate the Merger and/or integration (including realization of anticipated synergies) of Harland, and the related financing, at all or in the manner anticipated by Clarke American and its parent, M & F Worldwide Corp. Clarke American assumes no responsibility to update the forward-looking statements contained in this release. You should read carefully the factors described in Item 1A of the Company's Annual Report on Form 10-K filed with the SEC on March 9, 2007 for a description of other risks that could, among other things, cause actual results to differ from these forward looking statements. CONTACT: Clarke American Clarke American Media: Investor Relations: LaRhesa Pollock Benjamin Cosby 210-690-6498 210-694-1189 lpollock@clarkeamerican.com bcosby@clarkeamerican.com # # # -----END PRIVACY-ENHANCED MESSAGE-----