1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 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): December 1, 1999 H&R BLOCK, INC. (Exact name of registrant as specified in charter) MISSOURI 1-6089 44-0607856 -------- ------ ---------- (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 4400 MAIN STREET, KANSAS CITY, MO 64111 --------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (816) 753-6900 -------------- (Registrant's telephone number, including area code) NOT APPLICABLE -------------- (Former name or former address, if changed since last report)
2 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. 2
3 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 ----------- ---------------------- 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 ------------------------------------- James H. Ingraham Vice President, General Counsel and Secretary 3
4 EXHIBIT INDEX - ------------- Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Press release dated December 2, 1999. 4
1 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. ### 5