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) November 10, 1997
COMPUSERVE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 2-53193 31-1459598
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5000 Arlington Centre Boulevard, Columbus, Ohio 43220
(Address of Principal Executive Offices, Including Zip Code)
(614) 457-8600
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEMS 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On November 10, 1997, the registrant and H&R Block, Inc.
("Block") jointly announced that the Antitrust Division of the U.S.
Department of Justice had advised the companies that it will permit the
statutory waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, to expire without seeking
additional information in connection with the merger of WAC Acquisition
Company, L.L.C. ("WAC"), a wholly-owned subsidiary of WorldCom, Inc.
("WorldCom"), with and into the registrant pursuant to the Agreement
and Plan of Merger, dated as of September 7, 1997, by and among Block,
H&R Block Group, Inc., the registrant, WorldCom and WAC. A copy of the
press release is attached hereto as Exhibit 99.1 and is 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
99.1 Press Release, dated November 10, 1997.
ITEM 8. NOT APPLICABLE.
ITEM 9. NOT APPLICABLE.
-2-
<PAGE>
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 thereunder duly authorized.
COMPUSERVE CORPORATION
By: /s/ Frank L. Salizzoni
Name: Frank L. Salizzoni
Title: Chairman of the Board and
Acting Chief Executive Officer
Dated: November 13, 1997
Exhibit 99.1
[Letterhead of H&R Block]
News Release
For Further information:
Media Relations: Linda McDougall, H&R Block Steve Conway, CompuServe
816-932-7542 614-538-3829
Investor Relations: Brian Schell, H&R Block Herb Kahn, CompuServe
816-932-7561 614-538-3854
DEPARTMENT OF JUSTICE TO PERMIT ANTITRUST WAITING PERIOD TO EXPIRE ON
COMPUSERVE DEAL
FOR RELEASE MONDAY, NOV. 10, 1997
KANSAS CITY, Mo. and COLUMBUS, Ohio -- H&R Block Inc. (NYSE:HRB) and
CompuServe Corporation (NASDAQ:CSRV) announced today that the Antitrust Division
of the U.S. Department of Justice has advised the companies that it will permit
the statutory waiting period under the Hart-Scott-Rodino Act for the H&R Block-
CompuServe-WorldCom transaction to expire without seeking additional
information.
As announced on September 8, H&R Block, CompuServe and WorldCom entered
into a merger agreement pursuant to which WorldCom will acquire CompuServe in a
stock-for-stock transaction valued at approximately $1.2 billion. H&R Block owns
approximately 80 percent of CompuServe.
The closing of the transaction is still subject to obtaining certain
foreign regulatory approvals, CompuServe shareholder approval, and customary
closing conditions. H&R Block has agreed to vote all of its shares in favor of
the merger. The closing is expected to occur during the first quarter of
calendar 1998.
Founded in 1955, H&R Block is a diversified company offering tax
preparation services and financial products and services. H&R Block served more
than 18 million taxpayers in nearly 10,000 offices in the United States, Canada
and Australia in fiscal year 1997. The company handled approximately one in
every seven regular returns including 51 percent of all electronic returns filed
with the Internal Revenue Service last
<PAGE>
CompuServe/H&R Block - page 2
tax season. H&R Block also develops and provides Kiplinger TaxCut(R) software
for personal computers. In addition, the company offers mortgage loans through
its own retail operations and through a network of 5,000 mortgage brokers
nationwide. Quarterly results and other information regarding H&R Block are
available on the company's Web page at www.hrblock.com.
Founded in 1969, CompuServe Corporation provides comprehensive
online/Internet access through its two brands, Compuserve Interactive and
SPRYNET. Through CompuServe, its Japanese licensee NIFTY and its affiliates
around the world, more than 5 million home and business users in more than 185
countries are connected online and to the Internet. CompuServe Network Services,
a leading network integrator, provides more than 1,200 companies around the
world with complete, fully integrated Internet, Intranet and Extranet
connectivity solutions. With world headquarters in Columbus, Ohio, the
CompuServe organization includes offices in the United Kingdom, Germany, France,
Switzerland and the Netherlands.
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