<PAGE>
File No. 33-
-------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
H&R BLOCK, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 44-0607856
(State of Incorporation) (I.R.S. Employer
Identification No.)
4410 Main Street
Kansas City, Missouri 64111
(Address of Principal Executive Offices)
THIRD STOCK OPTION PLAN FOR SEASONAL EMPLOYEES
(Full Title of Plan)
Thomas M. Bloch, President
H&R Block, Inc.
4410 Main Street
Kansas City, Missouri 64111
816-753-6900
(Name, address, and telephone number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Title of maximum Proposed maximum Amount of
securities to be Amount to be offering price aggregate offering registration
registered registered<F1> per share<F2> price<F2> fee<F2>
------------------ ------------- -------------- ------------------ -------------
<S> <C> <C> <C> <C>
Common Stock, 2,027,543 $39.25 $79,581,062.75 $27,441.75
without par value
<FN>
<F1> Plus such additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the registrant's Third Stock
Option Plan for Seasonal Employees.
<F2> Calculated in accordance with the provisions of Rule 457 (h)(1) pertaining
to employee stock option plans using the price at which the options may be
exercised.
Approximate date of proposed commencement of sales pursuant to the Plan: Upon
exercise of stock options after the effective date of this Registration
Statement.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference into this
Registration Statement and all documents subsequently filed pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Act"), prior to the filing of a post-effective amendment which
indicates that all securities have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
(a) The registrant's Annual Report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Act which contains, either directly
or by incorporation by reference, audited financial statements for
the registrant's fiscal year ended April 30, 1994;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above;
(c) The description of the registrant's Common Stock which is
contained in the registrant's Registration Statement on Form 8-C
dated August 6, 1969, the description of the registrant's Common
Stock contained in the prospectus which is a part of the regis-
trant's Registration Statement on form S-14 (File No. 2-66751)
effective April 7, 1980, and any amendment or report filed for the
purpose of updating such description.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section
12 of the Securities Exchange Act of 1934 and, therefore, a description of the
securities pursuant to Item 202 of Regulation S-K is not required.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No expert named in the Registration Statement or counsel for the
registrant has, or is to receive in connection with the offering a substantial
interest, direct or indirect, in the registrant or any of its subsidiaries.
James H. Ingraham, who has rendered an opinion of counsel as to the legality
of the securities being registered (Exhibit 5 hereto), is employed by a
subsidiary of the registrant and is Assistant Vice President, Legal and
Secretary of the registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355 of the General and Business Corporation Law of
Missouri provides as follows:
<PAGE>
"351.355. 1. A corporation created under the laws of this state
may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the corporation, by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partner-
ship, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
"2. The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees,
and amounts paid in settlement actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation; except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which the
action or suit was brought determines upon application that despite the
adjudication of liability and in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
"3. To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1
and 2 of this section, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
action, suit or proceeding.
<PAGE>
"4. Any indemnification under subsections 1 and 2 of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in this section. The determination shall be made by the board
of directors by a majority vote of a quorum consisting of directors who
were not parties to this action, suit or proceeding, or if such a quorum
is not obtainable, or even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion,
or by the shareholders.
"5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the
final disposition of the action, suit or proceeding as authorized by the
board of directors in the specific case upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation as authorized in this section.
"6. The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those seeking indemnifica-
tion may be entitled under the articles of incorporation or bylaws or
any agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of
such a person.
"7. A corporation created under the laws of this state shall
have the power to give any further indemnity, in addition to the
indemnity authorized or contemplated under other subsections of this
section, including subsection 6, to any person who is or was a director,
officer, employee or agent, or to any person who is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, provided such further indemnity is either (i) authorized,
directed or provided for in the articles of incorporation of the
corporation or any duly adopted amendment hereof or (ii) is authorized,
directed or provided for in any bylaw or agreement of the corporation
which has been adopted by a vote of the shareholders of the corporation,
and provided further that no such indemnity shall indemnify any person
from or on account of such person's conduct which was finally adjudged
to have been knowingly fraudulent, deliberately dishonest or willful
misconduct. Nothing in this subsection shall be deemed to limit the
power of the corporation under subsection 6 of this section to enact
bylaws or to enter into agreements without shareholder adoption of the
same.
<PAGE>
"8. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this section.
"9. Any provision of this chapter to the contrary notwithstand-
ing, the provisions of this section shall apply to all existing and new
domestic corporations, including, but not limited to, banks, trust
companies, insurance companies, building and loan associations, savings
bank and safe deposit companies, mortgage loan companies, corporations
formed for benevolent, religious, scientific or educational purposes and
nonprofit corporations.
"10. For the purpose of this section, references to 'the
corporation' include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving corpora-
tion so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions
of this section with respect to the resulting or surviving corporation
as he would if he had served the resulting or surviving corporation in
the same capacity.
"11. For purposes of this section, the term 'other enterprise'
shall include employee benefit plans; the term 'fines' shall include any
excise taxes assessed on a person with respect to an employee benefit
plan; and the term 'serving at the request of the corporation' shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner 'not opposed to the best interests of
the corporation' as referred to in this section."
Section 23 of the registrant's current Bylaws contains provisions
which are essentially the same as the provisions of the Missouri statute,
except that only a person who is or was a director or officer of the
registrant, or is or was serving at the registrant's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise may be indemnified. In addition, the Bylaws permit the registrant
to enter into indemnification agreements with its directors and officers. The
form of indemnification agreement approved by the registrant's shareholders
and incorporated into the Bylaws provides that indemnity is mandatory in all
cases unless it is determined by the court that the director's or officer's
conduct was knowingly fraudulent, deliberately dishonest or that it consti-
tuted willful misconduct. In addition, no indemnification is provided if a
<PAGE>
court determines that such indemnification would not be lawful or if a
judgment is rendered against the director or officer for an accounting of
profits made as a result of the director's or officers purchase and sale or
sale and purchase of the registrant's securities pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto.
The indemnification agreement also requires the registrant to purchase and
maintain a policy or policies of directors and officers liability insurance
providing, in all respects, coverage at least comparable to that maintained by
the registrant at the date of the agreement except that the registrant is not
required to maintain such insurance if the registrant notifies the director or
officer in writing within five business days after the making of the decision
to not renew or replace the insurance policy or policies or any portion of the
coverage provided by such policy or policies. The registrant's Bylaws are
filed as Exhibit 4 to the registrant's quarterly report on Form 10-Q for the
quarter ended October 31, 1989, and Section 23 of such Bylaws is incorporated
by reference herein.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
No restricted securities are to be reoffered or resold pursuant to
this Registration Statement and, therefore, no exemption from registration is
claimed.
Item 8. EXHIBITS.
The exhibits filed as part of the Registration Statement are as
follows:
4(a) Restated Articles of Incorporation of H&R Block, Inc., as amended, filed
as Exhibit 4(a) to the Company's quarterly report on Form 10-Q for the
quarter ended October 31, 1991, are incorporated by reference.
4(b) Bylaws of H&R Block, Inc., as amended, filed as Exhibit 4 to the
Company's quarterly report on Form 10-Q for the quarter ended October
31, 1989, are incorporated herein by reference.
4(c) Conformed copy of Rights Agreement dated as of July 14, 1988, between
H&R Block, Inc., and Centerre Trust Company of St. Louis, filed as
Exhibit 4(c) to the Company's Registration Statement on Form S-8 (File
No. 33-67170), is incorporated by reference.
4(d) Form of Certificate of Designation, Preferences and Rights of Partici-
pating Preferred Stock of H&R Block, Inc., filed as Exhibit 4(d) to the
Company's Registration Statement on Form S-8 (File No. 33-30453), is
incorporated by reference.
4(e) Copy of Amendment to Rights Agreement dated as of May 9, 1990, between
H&R Block, Inc., and Boatmen's Trust Company, filed as Exhibit 4(c) to
the Company's annual report on Form 10-K for the fiscal year ended April
30, 1990, is incorporated by reference.
4(f) Copy of Second Amendment to Rights Agreement dated September 11, 1991,
between H&R Block, Inc., and Boatmen's Trust Company, filed as Exhibit
4(b) to the Company's quarterly report on Form 10-Q for the quarter
ended October 31, 1991, is incorporated herein by reference.
<PAGE>
5 Opinion of counsel as to the legality of the securities being registered
and the consent of such counsel.
23 The consent of Deloitte & Touche, Certified Public Accountants (the
consent of counsel is contained in the opinion filed as Exhibit 5
hereto).
24(a) Power of Attorney of Robert E. Davis, Director.
24(b) Power of Attorney of Donna R. Ecton, Director.
24(c) Power of Attorney Roger W. Hale, Director.
24(d) Power of Attorney of Frank L. Salizzoni, Director.
Item 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed in the Registra-
tion Statement or any material change to such information in the Registration
Statement.
(2) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) The undersigned registrant hereby undertakes to remove from
registration by means of post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering.
(5) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securi-
ties Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, and the
State of Missouri, on this 5th day of August, 1994.
H&R BLOCK, INC.
By/s/Thomas M. Bloch
--------------------------
Thomas M. Bloch, President
and Chief Executive Officer
----------------------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Henry W. Bloch,
Thomas M. Bloch and Marvin L. Rich, or any one of them, his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registra-
tion Statement on Form S-8 and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
----------------------------------------------------
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/Thomas M. Bloch August 5, 1994
- ------------------- President, Chief Execu- --------------
Thomas M. Bloch tive Officer and
Director (principal
executive officer)
- ------------------- Director --------------
G. Kenneth Baum
/s/Henry W. Bloch Director August 5, 1994
- ------------------- --------------
Henry W. Bloch
/s/Robert E. Davis* Director August 5, 1994
- ------------------- --------------
Robert E. Davis
/s/Donna R. Ecton* Director August 5, 1994
- ------------------- --------------
Donna R. Ecton
- ------------------- Director --------------
Henry F. Frigon
/s/Roger W. Hale* Director August 5, 1994
- ------------------- --------------
Roger W. Hale
/s/Marvin L. Rich Director August 2, 1994
- ------------------- --------------
Marvin L. Rich
<PAGE>
/s/Frank L. Salizzoni* Director August 5, 1994
- ------------------- --------------
Frank L. Salizzoni
- ------------------- Director --------------
Morton I. Sosland
/s/William P. Anderson August 5, 1994
- ------------------- Vice President, --------------
William P. Anderson Corporate Develop-
ment and Chief
Financial Officer
(principal
financial officer)
/s/Ozzie Wenich August 8, 1994
- ------------------- Vice President, --------------
Ozzie Wenich Corporate Controller
and Treasurer
(principal
accounting officer)
* by Thomas M. Bloch, attorney-in-fact, pursuant to a Power of
Attorney
<PAGE>
EXHIBIT 5
OPINION OF COUNSEL
I refer to the Registration Statement on Form S-8 of H&R Block, Inc., a
Missouri corporation (the "Company"), to be filed with the Securities and
Exchange Commission in order to register under the Securities Act of 1933, as
amended, the offering and issuance of 2,027,543 shares of the Company's Common
Stock, without par value, pursuant to employee stock options granted or to be
granted under the Company's Third Stock Option Plan for Seasonal Employees
(the "Plan").
I have examined the Articles of Incorporation and the Bylaws of the
Company, each as amended to date, copies of the Plan, and such other documents
and records as I have deemed relevant for purposes of this Opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is duly organized, existing and in good standing under
the laws of the State of Missouri.
2. The Company is authorized to issue 200,000,000 shares of Common
Stock, without par value, of which 106,576,312 shares of Common Stock were
issued and outstanding as of the close of business on July 19, 1994.
3. The presently issued and outstanding shares of Common Stock of the
Company have been duly authorized and legally issued and are fully paid and
non-assessable.
4. The shares of Common Stock issuable upon exercise of employee stock
options granted or to be granted under the Plan have been duly authorized and
reserved for issuance and, when issued upon exercise of such options for the
consideration specified in the Plan, will be legally issued, fully paid and
non-assessable.
I am employed by HRB Management, Inc., a subsidiary of the Company, and I
serve as the Company's Assistant Vice President, Legal and Secretary.
I consent to the inclusion in said Registration Statement of my foregoing
opinion filed as Exhibit 5 thereto.
Dated: August 5, 1994.
/s/James H. Ingraham
--------------------
James H. Ingraham
Assistant Vice President, Legal
and Secretary
H&R Block, Inc.
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
H&R Block, Inc. and subsidiaries on Form S-8 (relating to shares of Common
Stock issuable under the Company's Third Stock Option Plan for Seasonal
Employees, as amended) of our reports dated June 21, 1994, appearing in and
incorporated by reference in the Annual Report on Form 10-K of H&R Block, Inc.
and subsidiaries for the year ended April 30, 1994.
/s/ Deloitte & Touche
Kansas City, Missouri
August 8, 1994
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
(Re: Form S-8 for Third Stock Option Plan for Seasonal Employees)
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, H&R BLOCK, INC., a Missouri corporation (hereinafter referred
to as the "Company"), proposes to file shortly with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 relating to shares of the
Company's Common Stock, without par value, to be issued upon the exercise of
outstanding employee stock options under the Company's Third Stock Option Plan
for Seasonal Employees; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Henry W.
Bloch, Thomas M. Bloch and Marvin L. Rich, or any one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead as a director of the
Company, to sign such registration statement on Form S-8, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and thereafter to execute and
file any amendment or amendments thereto, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of July, 1994.
/s/Robert E. Davis
------------------
Robert E. Davis
STATE OF FLORIDA )
) SS
COUNTY OF PALM BEACH )
On the date set forth above, before me appeared Robert E. Davis, who is
personally known to me to be the person who executed the foregoing instrument,
and such person duly acknowledged that he executed and delivered the same for
the purposes therein expressed.
/s/Marian Glita
---------------
Notary Public
My Commission Expires:
March 16, 1997 [Seal]
<PAGE>
<PAGE>
EXHIBIT 24(b)
POWER OF ATTORNEY
(Re: Form S-8 for Third Stock Option Plan for Seasonal Employees)
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, H&R BLOCK, INC., a Missouri corporation (hereinafter referred
to as the "Company"), proposes to file shortly with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 relating to shares of the
Company's Common Stock, without par value, to be issued upon the exercise of
outstanding employee stock options under the Company's Third Stock Option Plan
for Seasonal Employees; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Henry W.
Bloch, Thomas M. Bloch and Marvin L. Rich, or any one of them, her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for her and in her name, place and stead as a director of the
Company, to sign such registration statement on Form S-8, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and thereafter to execute and
file any amendment or amendments thereto, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 13th day of July, 1994.
/s/Donna R. Ecton
-----------------
Donna R. Ecton
STATE OF PENNSYLVANIA)
) SS
COUNTY OF DELAWARE )
On the date set forth above, before me appeared Donna R. Ecton, who is
personally known to me to be the person who executed the foregoing instrument,
and such person duly acknowledged that she executed and delivered the same for
the purposes therein expressed.
/s/Joseph A. DuFour
-------------------
Notary Public
My Commission Expires:
August 29, 1994 [Seal]
<PAGE>
<PAGE>
EXHIBIT 24(c)
POWER OF ATTORNEY
(Re: Form S-8 for Third Stock Option Plan for Seasonal Employees)
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, H&R BLOCK, INC., a Missouri corporation (hereinafter referred
to as the "Company"), proposes to file shortly with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 relating to shares of the
Company's Common Stock, without par value, to be issued upon the exercise of
outstanding employee stock options under the Company's Third Stock Option Plan
for Seasonal Employees; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Henry W.
Bloch, Thomas M. Bloch and Marvin L. Rich, or any one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead as a director of the
Company, to sign such registration statement on Form S-8, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and thereafter to execute and
file any amendment or amendments thereto, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of July, 1994.
/s/Roger W. Hale
----------------
Roger W. Hale
STATE OF KENTUCKY )
) SS
COUNTY OF JEFFERSON )
On the date set forth above, before me appeared Roger W. Hale, who is
personally known to me to be the person who executed the foregoing instrument,
and such person duly acknowledged that he executed and delivered the same for
the purposes therein expressed.
/s/Glenda S. Spurling
---------------------
Notary Public
My Commission Expires:
June 2, 1997
[Seal]
<PAGE>
<PAGE>
EXHIBIT 24(d)
POWER OF ATTORNEY
(Re: Form S-8 for Third Stock Option Plan for Seasonal Employees)
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, H&R BLOCK, INC., a Missouri corporation (hereinafter referred
to as the "Company"), proposes to file shortly with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 relating to shares of the
Company's Common Stock, without par value, to be issued upon the exercise of
outstanding employee stock options under the Company's Third Stock Option Plan
for Seasonal Employees; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Henry W.
Bloch, Thomas M. Bloch and Marvin L. Rich, or any one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead as a director of the
Company, to sign such registration statement on Form S-8, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and thereafter to execute and
file any amendment or amendments thereto, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of July, 1994.
/s/Frank L. Salizzoni
---------------------
Frank L. Salizzoni
STATE OF Pennsylvania )
) SS
COUNTY OF Allegheny )
On the date set forth above, before me appeared Frank L. Salizzoni, who
is personally known to me to be the person who executed the foregoing
instrument, and such person duly acknowledged that he executed and delivered
the same for the purposes therein expressed.
/s/Denis J. Barrett
-------------------
Notary Public
My Commission Expires:
June 15, 1998 [Seal]
<PAGE>
