View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
FORM 8-A/A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
H&R Block, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
MISSOURI
- --------------------------------------------------------------------------------
(State of incorporation or organization)
44-0607856
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
4400 Main Street, Kansas City, MO 64111
- --------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. |_|
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which
registered each class is to be registered
- ------------------------------- ------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
The response to Item 1 of the Registration Statement on Form 8-A of H&R
Block, Inc. (the "Company"), dated July 21, 1988, as amended June 14, 1990, is
hereby amended by incorporating the following paragraphs.
On March 25, 1998, the Company's Board of Directors adopted a resolution to
amend the Rights Agreement, dated as of July 14, 1988 (the "Existing
Agreement"). The following paragraphs summarize the amendments to the Existing
Agreement (the revised version of the Existing Agreement is herein referred to
as the "Amended Agreement").
1. Increase in Triggering Percentage. The definition of Acquiring Person
was amended to increase the percentage ownership of the Company's outstanding
Common Stock required to become an Acquiring Person from 10% to 15%.
2. Amendments. The Existing Agreement allowed the Board of Directors to
amend the Existing Agreement without approval of the holders of the Rights
Certificates to cure any ambiguity, to correct or supplement an inconsistent
provision or to make such other amendments which fulfill the objectives of the
Existing Agreement. The Amended Agreement may be amended or supplemented from
time to time in order (a) to cure any ambiguity, (b) to correct or supplement
any provision which may be defective or inconsistent with any other provision,
(c) to shorten or lengthen any time period (including the Final Expiration Date,
subject to certain limitations), (d) to increase or decrease the Purchase Price,
(e) to increase or decrease the Exchange Ratio, or (f) to change or supplement
provisions of the Rights Agreement which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders of
Right Certificates (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person). However, if a Person becomes an Acquiring Person, the
Rights Agreement may not be amended in any manner which would adversely affect
the interests of the holders of the Rights. Also, the Company may, at any time
prior to any person becoming an Acquiring Person, amend the Rights Agreement to
lower the 15% threshold to not less than the greater of (i) any percentage
greater than the largest percentage of the Voting Power of the Company then
known by the Company to be beneficially owned by any Person (other than the
Company, or any of its affiliates) together with all Affiliates or Associates of
such Person, and (ii) 10%.
3. Change of Rights Agent. ChaseMellon Shareholder Services, L.L.C. has
been appointed as Rights Agent under the Amended Agreement.
The foregoing description of the Amended Agreement does not purport to be
complete and is qualified in its entirety by reference to the Fourth Amendment
to Rights Agreement attached hereto as Exhibit 5.
Item 2. Exhibits.
Item 2 is hereby amended by adding the following exhibits attached hereto:
Exhibit No. Description
----------- -----------
5 Fourth Amendment to Rights Agreement, dated as of
March 25, 1998, between H&R Block, Inc. and
ChaseMellon Shareholder Services, L.L.C.
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
H&R BLOCK, INC.
By: /s/ Frank L. Salizzoni
--------------------------------------------
Frank L. Salizzoni, President and Chief
Executive Officer
Date: April 28, 1998
EXHIBIT 5
FOURTH AMENDMENT TO RIGHTS AGREEMENT
THIS FOURTH AMENDMENT ("Amendment") to Rights Agreement dated March 25,
1998 between H & R Block, Inc., a Missouri corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent").
Premises
The Company and the Rights Agent have previously executed and delivered a
Rights Agreement dated July 14, 1988, an Amendment to Rights Agreement dated May
9, 1990, an Amendment to Rights Agreement dated September 11, 1991, and an
Amendment to Rights Agreement dated May 10, 1995 (as amended, the "Rights
Agreement"). Terms used but not defined in this Amendment shall have the meaning
set forth in the Agreement.
The Company, pursuant to the provisions set forth in Section 27, desires to
adopt the amendments listed below which are consistent with and promote the
shareholder protection objectives of the Rights Agreement
Agreements
In consideration of the premises and the mutual agreements set forth in the
Rights Agreement and this Amendment, the Company and the Rights Agent hereby
agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by deleting the
percentage "10" each time such percentage is used in such Section and
substituting in place thereof the percentage "15".
2. That current Section 27 be deleted in its entirety and replaced with the
following:
Supplements and Amendments. The Company may from time to time supplement or
amend this Agreement without the approval of any holders of Right Certificates
in order (a) to cure any ambiguity, (b) to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, (c) to shorten or lengthen any time period hereunder
(including, without limitation, to extend the Final Expiration Date), (d) to
increase or decrease the Purchase Price, (e) to increase or decrease the
Exchange Ratio, or (f) to change or supplement the provisions hereunder in any
manner which the Company may deem necessary or desirable and which shall not
adversely affect the interests of the holders of Right Certificates (other than
an Acquiring Person or an Affiliate or Associate of an Acquiring Person;
provided, however, that from and after such time as any Person becomes an
Acquiring Person, this Agreement shall not be amended in any manner which would
adversely affect the interests of the holders of Rights; provided further that
this Agreement may not be supplemented or amended to lengthen pursuant to clause
(c) of this sentence, (A) the time period relating to when the Rights may be
redeemed if at the time of such amendment the Rights are not then redeemable, or
(B) any other time period unless such lengthening is for the purpose of
protecting, enhancing or clarifying the Rights of, and/or the benefits to, the
holders of the Rights; provided further that the Company shall have the right to
make any changes unilaterally necessary to facilitate the appointment of a
successor Rights Agent, which such changes shall be set forth in a writing by
the Company or by the Company and such successor Rights Agent. Without limiting
the foregoing, the Company may at any time prior to such time as any Person
becomes an Acquiring Person amend this Agreement to lower the threshold set
forth in Section 1(a) hereof from 15% to not less than the greater of (i) any
percentage greater than the largest percentage of the Voting Power of the
Company then known by the Company to be beneficially owned by any Person (other
than the Company, any Subsidiary of the Company, or any employee benefit plan or
compensation arrangement of the Company or any Subsidiary of the Company, and
any entity holding securities of the Company to the extent organized, appointed
or established by the Company or any such Subsidiary for or pursuant to the
terms of any such employee benefit plan or compensation arrangement) together
with all Affiliates or Associates of such Person, and (ii) 10%. Upon the
delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such supplement or amendment
3. This Amendment may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.
4. If any provision of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the provisions of this Amendment and the Rights Agreement shall
remain in full force and effect and shall not be affected, impaired or
invalidated thereby, and the provisions of the Rights Agreement amended by the
provisions of this Amendment which were so held to be invalid, void or
unenforceable shall, without further deed or action, be reinstated as part of
the Rights Agreement and shall be in full force and effect as if such
invalidated, voided or unenforceable provisions had never been effected by this
Amendment.
5. Except as expressly set forth in this Amendment, the Rights Agreement
shall remain in full force and effect and shall otherwise be unaffected hereby.
This Amendment shall be effective immediately as of the date and year first
above written.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
H & R BLOCK, INC.
Attest: By: /s/ James H. Ingraham
-----------------------------------------
James H. Ingraham, Vice President, Legal
By: /s/ Rebecca Jackson and Secretary
------------------------------
Assistant Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Attest By: /s/ H.E. Bradford
----------------------------------------
Name: H.E. Bradford
By: /s/ Andrew M. Wilcox Title: Vice President
-----------------------------
Regional Vice President