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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): December 1, 1999
H&R BLOCK, INC.
(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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 1, 1999, H&R Block, Inc. ("Block"), through its wholly-owned
subsidiary Block Financial Corporation ("BFC"), completed its acquisition of the
outstanding capital stock of Olde Financial Corporation ("Olde") and Financial
Marketing Services, Inc. ("FMS") pursuant to the terms and conditions of the
Stock Purchase Agreement dated August 31, 1999 ("Purchase Agreement") by and
among Block, BFC, Olde, FMS, and the respective shareholders of Olde and FMS.
The purchase price paid by BFC to such shareholders in such acquisition was $850
million cash plus a net tangible book value cash payment of $37 million. The
Purchase Agreement is described in detail, and filed as an exhibit to, Block's
previously filed current report on Form 8-K dated August 31, 1999, which is
incorporated herein by reference. Block is funding the purchase price through
issuance of commercial paper.
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. Pro forma financial information may include, and 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 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 obtain required
regulatory approvals for its business strategy involving Olde; Block's inability
to successfully implement such strategy or other 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.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The required audited financial statements of Olde and FMS
shall be filed by amendment on or before February 14, 2000.
(B) PRO FORMA FINANCIAL INFORMATION
The required pro forma financial information concerning the
acquisition of Olde and FMS shall be filed by amendment on or
before February 14, 2000.
(C) EXHIBITS
Exhibit No. Description of Exhibit
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99.1 Press release dated December 2, 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: December 14, 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
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Exhibit No. Description of Exhibit
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99.1 Press release dated December 2, 1999.
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EXHIBIT 99.1
[H&R BLOCK LOGO]
NEWS RELEASE
FOR FURTHER INFORMATION:
MEDIA RELATIONS: Neil Getzlow, 816-932-4886
INVESTOR RELATIONS: Brian Schell, 816-932-7561
H&R BLOCK COMPLETES ACQUISITION OF OLDE
FOR RELEASE DECEMBER 1, 1999
KANSAS CITY, MO. - H&R Block Inc. (NYSE-HRB) today announced it has
completed the acquisition of Olde Financial Corporation, parent of OLDE Discount
Corporation, the fourth largest discount broker in the United States. Block
announced its plans September 1 to purchase all of the stock of Olde for $850
million in cash.
Founded in 1955, H&R Block is a diversified company with subsidiaries
providing a wide range of financial products and services. H&R Block Tax
Services Inc. served 18.9 million taxpayers in more than 10,000 offices located
primarily in the United States, Canada, Australia and the United Kingdom in
1999. Option One Mortgage Corporation, Assurance Mortgage Corporation of America
and H&R Block Mortgage Company offer a full range of home mortgage products.
Through RSM McGladrey Inc. and HRB Business Services Inc., the company has built
a national accounting, tax and consulting firm. Block Financial Corporation
develops and publishes consumer financial and personal productivity software,
such as Kiplinger TaxCut(R). Quarterly results and other information regarding
H&R Block are available on the company's web site at www.hrblock.com.
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