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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): September 13, 2002
H&R BLOCK, INC.
| Missouri (State of Incorporation) |
1-6089 (Commission File Number) |
44-0607856 (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
Not Applicable
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1 Statement Under Oath - CEO | ||||||||
| EX-99.2 Statement Under Oath - CFO | ||||||||
| EX-99.3 Certification of Periodic Report - CEO | ||||||||
| EX-99.4 Certification of Periodic Report - CFO | ||||||||
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | Statement under oath, dated September 13, 2002, of the Chief Executive Officer of the Company regarding facts and circumstances relating to the Company’s filings under the Securities Exchange Act of 1934. | |
| 99.2 | Statement under oath, dated September 13, 2002, of the Chief Financial Officer of the Company regarding facts and circumstances relating to the Company’s filings under the Securities and Exchange Act of 1934. | |
| 99.3 | Certification of Periodic Report, dated September 13, 2002, of the Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 99.4 | Certification of Periodic Report, dated September 13, 2002, of the Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Item 9. Regulation FD Disclosure.
On September 13, 2002, the Chief Executive Officer and Chief Financial Officer of H&R Block, Inc. (the “Company”) each submitted to the Securities and Exchange Commission a written statement under oath regarding facts and circumstances relating to the Company’s filings under the Securities Exchange Act of 1934 pursuant to Securities and Exchange Commission Order No. 4-460. Attached as Exhibits 99.1 and 99.2 are copies of the written statements.
In addition, on September 13, 2002, the Chief Executive Officer and Chief Financial Officer of the Company provided a written statement accompanying the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2002 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Attached as Exhibit 99.3 and 99.4 are copies of the written statements.
The information in this Current Report on Form 8-K, including the exhibits is furnished pursuant to Item 9 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Exchange Act of 1933.
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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.
| Date: | September 13, 2002 | H&R BLOCK, INC. By:/s/ James H. Ingraham |
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| James H. Ingraham Senior Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 99.1 | Statement under oath, dated September 13, 2002, of the Chief Executive Officer of the Company regarding facts and circumstances relating to the Company’s filings under the Securities Exchange Act of 1934. | |
| 99.2 | Statement under oath, dated September 13, 2002, of the Chief Financial Officer of the Company regarding facts and circumstances relating to the Company’s filings under the Securities and Exchange Act of 1934. | |
| 99.3 | Certification of Periodic Report, dated September 13, 2002, of the Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 99.4 | Certification of Periodic Report, dated September 13, 2002, of the Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Exhibit 99.1
Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Mark A. Ernst, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of H&R Block, Inc., and, except as corrected or supplemented in a subsequent covered report:
| • | no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and | ||
| • | no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). |
(2) I have reviewed the contents of this statement with the Company’s audit committee.
(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:
| • | the Annual Report of H&R Block, Inc. on Form 10-K for the year ended April 30, 2002 filed with the Commission; | |
| • | all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of H&R Block, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and | |
| • | any amendments to any of the foregoing. |
| /s/ Mark A. Ernst
Name: Mark A. Ernst Title: Chief Executive Officer |
Subscribed and sworn to before me this 13th day of September, 2002. | |
| Date: September 13, 2002 | /s/ Brian H. Schmidt | |
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| Notary Public | ||
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My Commission Expires: 12/26/05 |
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Exhibit 99.2
Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Frank J. Cotroneo, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of H&R Block, Inc., and, except as corrected or supplemented in a subsequent covered report:
| • | no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and | ||
| • | no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). |
(2) I have reviewed the contents of this statement with the Company’s audit committee.
(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:
| • | the Annual Report of H&R Block, Inc. on Form 10-K for the year ended April 30, 2002 filed with the Commission; | |
| • | all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of H&R Block, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and | |
| • | any amendments to any of the foregoing. |
| /s/ Frank J. Cotroneo
Name: Frank J. Cotroneo Title: Chief Financial Officer |
Subscribed and sworn to before me this 13th day of September, 2002. | |
| Date: September 13, 2002 | /s/ Brian H. Schmidt | |
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| Notary Public | ||
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My Commission Expires: 12/26/05 |
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Exhibit 99.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of H&R Block, Inc. (the “Company”) on Form 10-Q for the period ending July 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. Ernst, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Mark A. Ernst |
| Mark A. Ernst Chief Executive Officer H&R Block, Inc. September 13, 2002 |
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Exhibit 99.4
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of H&R Block, Inc. (the “Company”) on Form 10-Q for the period ending July 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank J. Cotroneo, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Frank J. Cotroneo |
| Frank J. Cotroneo Chief Financial Officer H&R Block, Inc. September 13, 2002 |
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