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): August 12, 2008
H&R BLOCK, INC.
(Exact name of registrant as specified in charter)
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| Missouri
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1-6089
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44-0607856 |
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(Commission File Number)
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(I.R.S. Employer |
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Identification Number) |
One H&R Block Way, Kansas City, MO 64105
(Address of Principal Executive Offices) (Zip Code)
(816) 854-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On August 12, 2008, H&R Block, Inc. (the “Company”) and Block Financial LLC (“BF”), an indirect
wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Purchase
Agreement”) with Ameriprise Financial, Inc. (“Ameriprise”), to sell all of the outstanding shares
of capital stock of HRB Financial Corporation (“HRB Financial”) to Ameriprise. HRB Financial owns
H&R Block Financial Advisors, Inc. (“HRBFA”), the Company’s securities brokerage business.
The Purchase Agreement provides for a purchase price of $315,000,000 in cash, subject to working
capital and investment advisor retention adjustments to occur at closing. The transaction is
subject to certain closing conditions, including (i) the expiration of the applicable
Hart-Scott-Rodino Act waiting period, (ii) filings with, and approvals or non-objections from, the
Financial Industry Regulatory Authority, and (iii) other customary closing conditions. Either
party may terminate the Purchase Agreement if the transaction does not close by February 12, 2009,
although, either party may extend the termination date to June 28, 2009 to satisfy regulatory
approval closing conditions.
The Company and BF have agreed to indemnify Ameriprise for losses related to certain breaches of
representations, warranties and covenants contained in the Purchase Agreement. The Company and BF
have also agreed to indemnify Ameriprise for (i) certain Employee Retirement Income Security Act of
1974 liabilities, (ii) losses related to the Company’s Express IRA product, (iii) Fair Labor
Standards Act (“FLSA”) related liabilities in excess of the amount reserved for FLSA liabilities on
HRBFA’s balance sheet, and (iv) losses related to the Company’s business.
The Purchase Agreement also provides for the Company to enter into agreements that will (i) require
the Company to provide Ameriprise and HRBFA with currently existing tax referral programs between
the Company and HRBFA for three years after the closing and (ii) require Ameriprise to maintain a
certain level of HRBFA client deposits with H&R Block Bank (an indirect wholly owned subsidiary of
the Company) for two years after the closing.
The foregoing description of the Purchase Agreement and the transaction is qualified in its
entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 hereto, and is
incorporated into this Current Report on Form 8-K by reference.
9.01. Financial Statements and Exhibits.
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| Exhibit Number |
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Description |
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10.1
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Stock Purchase Agreement by and between H&R Block, Inc., Block Financial LLC and Ameriprise
Financial, Inc., dated as of August 12, 2008. |