SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 7, 1997
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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 or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4400 Main Street, Kansas City, Missouri 64111
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(Address of Principal Executive Offices, Including 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)
ITEMS 1-4. NOT APPLICABLE.
ITEM 5 OTHER EVENTS.
(a) On September 7, 1997, the Registrant entered into an Agreement
and Plan of Merger (the "Merger Agreement") with H&R Block Group, Inc., a
Delaware corporation and a wholly-owned subsidiary of the Registrant ("Group"),
CompuServe Corporation, a Delaware corporation and a majority-owned subsidiary
of Group ("CompuServe"), WorldCom, Inc., a Georgia corporation ("WorldCom"), and
Walnut Acquisition Company, L.L.C., a Delaware limited liability company which
is wholly-owned by WorldCom ("WAC"). Pursuant to the Merger Agreement, WorldCom
would acquire CompuServe through a merger of WAC with and into CompuServe (the
"Merger") in accordance with the laws of the state of Delaware and the
provisions of the Merger Agreement. Pursuant to the Merger Agreement, at the
Effective Time (as defined in the Merger Agreement), each of the CompuServe
Common Shares (as defined in the Merger Agreement) outstanding as of the
Effective Time shall be converted into the right to receive, and there shall be
paid and issued as provided in the Merger Agreement in exchange for each of the
CompuServe Common Shares, 0.40625 of a share of WorldCom Common Stock (as
defined in the Merger Agreement), subject to adjustment as provided in the
Merger Agreement. Consummation of the Merger is subject to the satisfaction of
certain conditions, including, among others, the expiration or termination of
any applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and any foreign competition law or similar
law, the receipt of other required regulatory approvals, and the absence of
certain material adverse changes. Consummation of the Merger is also subject to
the approval and adoption of the Merger Agreement by the requisite number of
CompuServe Common Shares. The Registrant has agreed to vote all of the shares
directly or indirectly owned by it, which number of shares is sufficient to
approve the Merger Agreement and the Merger. The closing of the Merger is
expected to occur as soon as practicable after the satisfaction of all the
conditions set forth in the Merger Agreement. The description of the Merger
Agreement contained herein is qualified in its entirety by reference to the
Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein by reference. The Registrant and CompuServe have jointly
issued a press release, dated September 8, 1997, announcing the execution of the
Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
(b) On September 7, 1997, as a condition and inducement to WorldCom's
and WAC's entering into the Merger Agreement and incurring the obligations set
forth therein, the Registrant entered into a Stockholders Agreement with Group
and WorldCom (the "Stockholders Agreement"). Pursuant to the Stockholders
Agreement, the Registrant, among other things, has agreed to vote all of the
shares directly or indirectly owned by it in favor of the Merger Agreement and
the Merger and granted WorldCom an option to purchase CompuServe Common Shares
owned by Group under certain circumstances. The description of the Stockholders
Agreement contained herein is qualified in its entirety by reference to the
Stockholders Agreement, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
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(c) On September 7, 1997, as a condition and inducement to WorldCom's
and WAC's entering into the Merger Agreement and incurring the obligations set
forth therein, the Registrant entered into a Standstill Agreement with Group and
WorldCom (the "Standstill Agreement"). Pursuant to the Standstill Agreement,
the Registrant, among other things, agreed to certain restrictions with respect
to the acquisition of WorldCom Common Shares (as defined in the Merger
Agreement). The description of the Standstill Agreement contained herein is
qualified in its entirety by reference to the Standstill Agreement, a copy of
which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Number Description
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2.1 Agreement and Plan of Merger, dated as of September 7, 1997,
by and among the Registrant, H&R Block Group, Inc.
("Group"), a Delaware corporation and a wholly-owned
subsidiary of the Registrant, CompuServe Corporation, a
Delaware corporation and a majority-owned subsidiary of
Group, WorldCom, Inc., a Georgia corporation ("WorldCom"),
and Walnut Acquisition Company, L.L.C., a Delaware limited
liability company which is wholly-owned by WorldCom.
10.1 Stockholders Agreement, dated as of September 7, 1997, by
and among the Registrant, H&R Block Group, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Registrant,
and WorldCom, Inc., a Georgia corporation.
10.2 Standstill Agreement, dated as of September 7, 1997, by and
among the Registrant, H&R Block Group, Inc., a
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Delaware corporation and a wholly-owned subsidiary of the
Registrant, and WorldCom, Inc., a Georgia corporation.
99.1 Joint Press Release of the Registrant and CompuServe
Corporation, dated September 8, 1997.
ITEM 8. NOT APPLICABLE.
ITEM 9. NOT APPLICABLE.
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SIGNATURE
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 thereunder duly authorized.
H&R BLOCK, INC.
By: /s/ Frank L. Salizzoni
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Name: Frank L. Salizzoni
Title: President and Chief Executive Officer
Dated: September 10, 1997