Exhibit (a)(5)
AMENDED AND RESTATED NOTICE TO PARTICIPANTS IN THE 401(K)
PLAN FOR EMPLOYEES OF NEW ENGLAND BUSINESS SERVICE, INC.
INTRODUCTION
As you may know, New England Business Service, Inc. (the "Company") has
entered into a merger agreement (the "Merger Agreement") providing for the
acquisition of the Company by Deluxe Corporation ("Parent"). In accordance with
the Merger Agreement, Parent, through its wholly owned subsidiary Xxxxxx
Acquisition Corp. ("Purchaser"), has commenced a tender offer to purchase all of
the outstanding shares of the Company's common stock ("Shares") for $44.00 net
to the seller in cash (the "Offer Price"). This notice is being sent to you
with respect to Shares attributable to your account under the 401(k) Plan for
Employees of New England Business Service, Inc. (the "Plan").
Enclosed for your consideration are the Offer to Purchase, dated May 25,
2004, and the related Letter of Transmittal (which, together with any amendments
or supplements thereto, constitute the "Offer") relating to the offer by
Purchaser to purchase all outstanding Shares, at the Offer Price, upon
the terms and subject to the conditions set forth in the Offer. Also enclosed
for your consideration is the Company's Solicitation/Recommendation Statement on
Schedule 14D-9, dated May 25, 2004, which contains, among other information, the
recommendation of the Board of Directors of the Company with respect to the
Offer. It is very important that you read the Offer prior to taking any action
with respect to this Notice.
INSTRUCTIONS TO THE TRUSTEE
Investors Bank & Trust Company, as Trustee of the Plan, holds Shares
invested in the Company Stock Fund under the Plan. A tender of Shares
attributable to your account under the Plan can only be made by the Trustee.
Accordingly, we request your instructions to the Trustee as to whether you wish
to tender or not to tender all of the Shares attributable to your account, upon
the terms and subject to the conditions of the Offer. Enclosed with this Notice
is a confidential instruction form which you must use to instruct the Trustee
whether or not to tender the Shares attributable to your account under the Plan
pursuant to the Offer. If you sign, date and return the enclosed instruction
form but do not check any box on the form, the Trustee will treat your
instruction form as not providing any instruction to the Trustee regarding the
Offer.(1) It is very important that you provide the Trustee with instructions
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(1) Units of the Company Stock Fund under the Plan are credited to
individual participants' accounts in accordance with the terms of the
Plan. For purposes of your instructions to the Trustee, these units of
the Company Stock Fund will be converted into a corresponding number of
Shares. This whole number of Shares is referred to in this Notice as
the "Shares attributable to your account under the Plan."
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as to whether or not the Shares attributable to your account under the Plan
should be tendered in the Offer. In the event that you do not provide
instructions to the Trustee, the Plan Administrator may, in some circumstances
choose to tender the Shares attributable to your account under the Plan.
INSTRUCTION WHETHER OR NOT TO TENDER SHARES
The enclosed instruction form must be used if you wish to instruct the
Trustee to tender the Shares attributable to your account under the Plan. If the
Shares attributable to your account under the Plan are purchased in the Offer,
the cash proceeds of such sale will be credited to your account under the Plan
and invested in the Money Market Fund under the Plan, subject to your right to
direct subsequently the investment of such proceeds into the other investment
funds offered under the Plan. Please note that the enclosed Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Shares attributable to your account under the Plan; instructions
to the Trustee must be given using the enclosed instruction form. Please also
note that if you hold Shares outside of the Plan, you will receive the Offer
with respect to those Shares and you should use the Letter of Transmittal to
give instructions with respect to those Shares.
Please note that the number of Shares attributable to your account under
the Plan does not appear on your instruction form. The instruction form provides
that you may only instruct the Trustee either to tender all of the Shares or
none of the Shares attributable to your account under the Plan.
In order to be assured that your instruction to the Trustee will be
followed, your instruction form must be completed, signed, dated and received by
the Trustee no later than 5:00 p.m. New York City time on Monday, June 21, 2004.
This time is two business days prior to the expiration of the Offer, which is
scheduled to expire at 11:59 p.m. New York City time on June 23, 2004. If the
expiration of the Offer is extended beyond its scheduled expiration time, the
time by which the Trustee must receive your instruction will be extended
automatically to two business days prior to such extended expiration time.
Please remember to return your instruction form to the Trustee in the enclosed
envelope, rather than to the Company, Purchaser, Parent or any other party.
Your instruction form must be mailed to the Trustee (in care of
MassMutual) in the envelope provided. The Trustee cannot accept instructions
by fax.
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Any instruction you furnish to the Trustee on the instruction form will be
irrevocable if not withdrawn by 5:00 p.m. New York City time on Monday, June 21,
2004. If the expiration of the Offer is extended beyond its scheduled expiration
time, the time by which you may withdraw such instruction will be extended
automatically to two business days prior to such extended expiration time. To
withdraw any instruction, you should send a statement to the Trustee that you
are withdrawing your prior instruction and requesting another instruction form.
You must sign the statement and print your name and Social Security number under
your signature. The statement may be sent by mail to the address on the
envelope provided, in time for your new instruction form to be completed and
returned to the Trustee by 5:00 p.m. New York City time on Monday, June 21,
2004 (or any date to which such deadline is automatically extended, as provided
above).
CONFIDENTIALITY
Your instruction to the Trustee is strictly confidential. Under no
circumstances will the Trustee or any of its agents disclose your instruction or
your failure to submit an instruction to the Company, Parent or any other party.
You should feel free to instruct the Trustee in the manner you think is best.
NEW ENGLAND BUSINESS SERVICE, INC.
RETIREMENT COMMITTEE
May 25, 2004
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Please Detach Here
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THE 401(k) PLAN FOR EMPLOYEES OF NEW ENGLAND BUSINESS
SERVICE, INC.
INSTRUCTION TO TRUSTEE WHETHER OR NOT TO TENDER
SHARES TO BE COMPLETED, SIGNED AND DATED ON THE REVERSE SIDE.
The undersigned participant in the 401(k) Plan for Employees of New England
Business Service, Inc. (the "Plan") hereby instructs Investors Bank and Trust
Company, as Trustee under the Plan, to tender or not to tender, pursuant to the
Offer, the shares of New England Business Service, Inc. common stock
attributable to his or her account under the Plan (as explained in the
accompanying Notice to Participants) in accordance with the instruction form on
the reverse side of this form.
THIS FORM MUST BE PROPERLY COMPLETED, SIGNED, DATED AND RECEIVED BY THE
INVESTORS BANK AND TRUST COMPANY NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON
MONDAY, JUNE 21, 2004. IF THE EXPIRATION OF THE OFFER IS EXTENDED BEYOND ITS
SCHEDULED EXPIRATION TIME, THE TIME BY WHICH THE TRUSTEE MUST RECEIVE YOUR
INSTRUCTIONS WILL BE EXTENDED AUTOMATICALLY TO TWO BUSINESS DAYS PRIOR TO SUCH
EXTENDED EXPIRATION TIME. PLEASE NOTE THAT THE ENCLOSED ENVELOPE SHOULD BE USED
TO RETURN THIS FORM TO THE TRUSTEE IN CARE OF MASSMUTUAL.
IF THIS FORM IS RECEIVED AFTER SUCH TIME, THE INVESTORS BANK AND TRUST
COMPANY CANNOT ENSURE THAT YOUR INSTRUCTIONS WILL BE FOLLOWED. YOUR INSTRUCTIONS
ARE CONFIDENTIAL, AS EXPLAINED IN THE ACCOMPANYING NOTICE.
THE TRUSTEE MAKES NO RECOMMENDATIONS AS TO YOUR DECISION TO TENDER OR NOT
TO TENDER SHARES OF NEW ENGLAND BUSINESS SERVICE, INC. COMMON STOCK ATTRIBUTABLE
TO YOUR ACCOUNT UNDER THE PLAN PURSUANT TO THE OFFER.
Please Detach Here
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[ X ] Please mark your choice like this and sign and date below.
[ ] Tender all of the shares of New England Business Service, Inc.
common stock attributable to my account under the Plan.
[ ] Do not tender any shares of New England Business Service, Inc.
common stock attributable to my account under the Plan.
As a participant in the Plan, I acknowledge receipt of the Offer to
Purchase, Letter of Transmittal dated May 25, 2004 and the Notice to
Participants dated May 25, 2004, and I hereby instruct the Trustee of the Plan
to tender or not to tender the shares of New England Business Service, Inc.
common stock attributable to my account under the Plan as indicated above.
I understand that if I sign, date and return this instruction form but do
not provide the Trustee with specific instructions, the Trustee will treat this
instruction form as not providing any instruction to the Trustee regarding the
Offer.
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Signature Date
PLEASE SIGN, DATE AND MAIL THIS INSTRUCTION FORM PROMPTLY IN THE
ENVELOPE PROVIDED.
