<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)
1993 LONG-TERM EXECUTIVE COMPENSATION PLAN
(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 price fee
<S> <C> <C> <C> <C>
Common Stock, 2,000 $40.625<F2> $81,250.00 $28.02
without par value 1,500 $42.625<F2> $63,937.50 22.05
1,000 $44.000<F2> $44,000.00 $15.17
4,000 $38.250<F2> $153,000.00 $52.76
528,600 $39.250<F2> $20,747,550.00 $7,154.33
6,462,900 $39.625<F3> $256,092,412.50 $88,307.73
--------- --------------- ----------
TOTAL 7,000,000 $277,182,150.00 $95,580.06
========= =============== ==========
<PAGE>
<FN>
<F1> Plus such additional indeterminate number of shares as may be
issuable pursuant to the anti-dilution provisions of the
registrant's 1993 Long-Term Executive Compensation Plan.
<F2> Pursuant to Rule 457(h)(1), the price is based upon the price
at which the respective options may be exercised.
<F3> Pursuant to Rule 457(h)(1) and Rule 457(c), the price is
based upon the high and low prices reported for the stock on the
New York Stock Exchange on August 5, 1994.
</FN>
</TABLE>
Approximate date of proposed commencement of sales pursuant to
the Plan: As soon as practicable after the effective date of this
Registration Statement upon the grant or exercise of awards under
the Plan.
<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 registrant'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.
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355 of the General and Business Corporation
Law of Missouri provides as follows:
"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, partnership, 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
<PAGE>
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.
"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 indemnification may be entitled under the articles
of incorporation or bylaws or any agreement, vote of
<PAGE>
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.
"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
notwithstanding, 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.
<PAGE>
"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 corporation 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 constituted willful misconduct. In
addition, no indemnification is provided if a court determines
that such indemnification would not be lawful or if a judgment is
rendered against the director or officer for an accounting of
<PAGE>
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 Participating 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.
<PAGE>
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.
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 Registration
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.
<PAGE>
(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.
(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
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, 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 President, Chief Execu- August 5, 1994
- ---------------------- tive Officer and --------------
Thomas M. Bloch 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
<PAGE>
/s/Marvin L. Rich Director August 2, 1994
- ---------------------- --------------
Marvin L. Rich
/s/Frank L. Salizzoni* Director August 5, 1994
- ----------------------- --------------
Frank L. Salizzoni
Director
- ---------------------- --------------
Morton I. Sosland
/s/William P. Anderson Vice President, August 5, 1994
- ---------------------- Corporate Develop- --------------
William P. Anderson ment and Chief
Financial Officer
(principal
financial officer)
/s/Ozzie Wenich Vice President, August 8, 1994
- ---------------------- Corporate Controller --------------
Ozzie Wenich 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 a total of 7,000,000 shares of the Company's Common
Stock, without par value, pursuant to awards granted or to be
granted under the Company's 1993 Long-Term Executive Compensation
Plan (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 under the Plan have
been duly authorized and reserved for issuance and, when sold or
otherwise issued in accordance with the terms and conditions of
awards granted or to be granted under 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>
<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
1993 Long-Term Executive Compensation Plan) 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 1993 Long-Term Executive Compensation Plan)
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
grant or exercise of awards under the Company's 1993 Long-Term
Executive Compensation Plan; 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 1993 Long-Term Executive Compensation Plan)
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
grant or exercise of awards under the Company's 1993 Long-Term
Executive Compensation Plan; 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 1993 Long-Term Executive Compensation Plan)
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
grant or exercise of awards under the Company's 1993 Long-Term
Executive Compensation Plan; 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 1993 Long-Term Executive Compensation Plan)
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
grant or exercise of awards under the Company's 1993 Long-Term
Executive Compensation Plan; 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 acknowl-
edged 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>
