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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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): August 31, 1999
H&R BLOCK, INC.
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(Exact name of registrant as specified in charter)
MISSOURI 1-6089 44-0607856
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification
Number)
4400 MAIN STREET, KANSAS CITY, MO 64111
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(Address of Principal Executive Offices) (Zip Code)
(816) 753-6900
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 31, 1999, H&R Block, Inc. ("Block"), Block Financial
Corporation ("BFC"), Olde Financial Corporation ("Olde"), Financial Marketing
Services, Inc. ("FMS") and the shareholders of Olde and FMS (collectively, the
"Sellers") entered into a Stock Purchase Agreement (the "Purchase Agreement")
providing for Block's purchase, through BFC, of all of the issued and
outstanding common stock of Olde and FMS for a cash purchase price of $850
million, subject to adjustment at closing and certain possible additional
payments based on future performance.
The closing of the transaction is subject to the expiration or
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act, certain other regulatory approvals and other customary closing
conditions.
The foregoing description of the Purchase Agreement and the
related transaction does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement, a copy of which is attached
hereto and filed herewith as Exhibit 10.1, and which is incorporated herein by
reference.
The information contained in this Current Report on Form 8-K
and the exhibits hereto may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such statements are based upon current
information, expectations, estimates and projections regarding Block, Olde, and
the industries and markets in which Block and Olde operate, and management's
assumptions and beliefs relating thereto. Words such as "will," "expects,"
"intends" and variations thereof and similar expressions are intended to
identify such forward-looking statements. These statements speak only as of the
date on which they are made, are not guarantees of future performance, and
involve certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual outcomes and results could materially differ from
what is expressed, implied or forecast in such forward-looking statements. Such
differences could be caused by a number of factors including, but not limited
to, the uncertainty of the satisfaction of all closing conditions set forth in
the Purchase Agreement and the completion of the Olde transaction; the
uncertainty that the acquisition will be accretive to earnings and the extent of
any accretion to earnings; changes in economic, political or regulatory
environments; changes in competition and the effects of such changes; changes in
strategies; Block's inability to successfully implement its strategies; and
risks described from time to time in reports and registration statements filed
by Block and its subsidiaries with the Securities and Exchange Commission.
Readers should take these factors and risks into account in evaluating any such
forward-looking statements. Block undertakes no obligation to update publicly or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(C) EXHIBITS
Exhibit No. Description of Exhibit
10.1 Stock Purchase Agreement dated August 31, 1999 among Block
Financial Corporation, H&R Block, Inc., Olde Financial
Corporation, Financial Marketing Services, Inc. and the
Shareholders of Olde Financial Corporation and Financial
Marketing Services, Inc.
99.1 Press release dated September 1, 1999.
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.
H&R BLOCK, INC.
Date: September 10, 1999 By: /s/ James H. Ingraham
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James H. Ingraham
Vice President-General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Stock Purchase Agreement dated August 31, 1999 among Block
Financial Corporation, H&R Block, Inc., Olde Financial
Corporation, Financial Marketing Services, Inc. and the
Shareholders of Olde Financial Corporation and Financial
Marketing Services, Inc.
99.1 Press release dated September 1, 1999.
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