defa14a
|
|
|
|
|
|
|
OMB APPROVAL |
|
|
|
|
|
OMB Number:
|
|
3235-0059 |
|
|
Expires:
|
|
January 31, 2008 |
|
|
Estimated average burden hours per
response |
14 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
|
|
|
Filed by the Registrant
þ |
|
Filed by a Party other than the Registrant
o |
|
|
Check the appropriate box: |
|
|
|
o Preliminary Proxy Statement |
|
o
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
|
o Definitive Proxy Statement |
|
þ Definitive Additional Materials |
|
o
Soliciting Material Pursuant to §240.14a-12 |
H&R BLOCK, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
þ No fee required. |
|
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
|
|
|
1) Title of each class of securities to which transaction applies: |
|
|
|
2) Aggregate number of securities to which transaction applies: |
|
|
|
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
|
|
|
4) Proposed maximum aggregate value of transaction: |
|
|
|
o Fee paid previously with preliminary materials. |
|
|
|
o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
|
|
|
1) Amount Previously Paid: |
|
|
|
2) Form, Schedule or Registration Statement No.: |
|
|
SEC 1913 (02-02) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
News Release
For Further Information
Media Contacts: Adam Miller or Michael Pascale, Abernathy MacGregor Group, 212-371-5999
H&R BLOCK MAILS PROXY MATERIALS AND LETTER TO ALL SHAREHOLDERS
Says Company Is On Track To Grow Shareholder Value
Urges Shareholders To Protect Their Investment By Voting For Companys Nominees
FOR IMMEDIATE RELEASE July 31, 2007
KANSAS CITY, Mo. H&R Block Inc. (NYSE: HRB) announced today that it has filed with the
Securities and Exchange Commission and has begun mailing its definitive proxy materials to all H&R
Block shareholders.
In the proxy materials and accompanying shareholder letter, H&R Block urges shareholders to
vote FOR the re-election of the companys director nominees Donna R. Ecton, Louis W. Smith and
Rayford Wilkins, Jr., at the Annual Meeting of Shareholders scheduled for September 6, 2007.
The letter, from Chairman, President and CEO, Mark Ernst, says in part:
[We] are implementing the right strategy to further enhance our brand and to
bolster our strong industry leadership position.
We expect another year of strong growth in Tax Services, fueled by H&R Block
Bank. Expected profits from these and other core businesses will allow H&R
Block to rebuild capital and enable share repurchases and further dividend
increases.
In the letter the Company also says:
It is unfortunate that a dissident hedge fund, Breeden Partners, has chosen
to launch a costly and distracting proxy contest.
The full text of the letter follows:
Dear Fellow Shareholder:
Your companys Annual Meeting of Shareholders is scheduled for September 6, 2007. At the
meeting, three of our independent directors are standing for re-election Donna R. Ecton, Louis W.
Smith and Rayford Wilkins, Jr. We urge you to vote FOR these highly qualified, dedicated
individuals TODAY by telephone, Internet or by signing, dating and returning the WHITE proxy card
TODAY in the postage-paid envelope.
- more
H&R Block Mails Proxy Materials and Letter to All Shareholders/page 2
We Have An Outstanding Brand and Industry Leadership Position.
We Are On Track To Grow Shareholder Value.
This is an important time in H&R Blocks history. Your Board and management team are
implementing the right strategy to further enhance our brand and to bolster our strong industry
leadership position. We have taken important steps to focus on our core tax, accounting and
related financial services businesses.
Our Tax Services business experienced strong growth in new clients and revenues this year,
significantly aided by the successful debut of H&R Block Bank. We believe the Bank will continue
to complement our tax business and in particular allow us to retain and attract early season filers
who are critical to our overall success and value creation. (A thorough discussion
of the Bank and its important contribution to our growth is presented in the enclosed Annual
Report.)
Important Steps Have Been Taken To Create Value.
H&R Blocks Board and management team are intensely focused on continuing the growth and
momentum in our core businesses. In addition to the very successful launch of our Bank, we have
taken other key actions in the past year:
|
§ |
|
We agreed to sell Option One Mortgage Corp. and have closed H&R Block Mortgage Corp.
because these operations were not aligned with our strategic focus or return expectations. |
|
|
§ |
|
We exited selected operations within our core accounting business, RSM McGladrey, that
didnt support its profitability or competitive advantage. |
|
|
§ |
|
We continue to examine the strategic importance of all of our businesses and their
contribution to overall value. |
We Expect Improved Financial Results And
Increased Shareholder Value In Fiscal Year 2008.
We expect another year of strong growth in Tax Services, fueled by H&R Block Bank. Expected
profits from these and other core businesses will allow H&R Block to rebuild capital and enable
share repurchases and further dividend increases.
Dont Let Breeden Partners Disrupt Our Momentum.
It is unfortunate that a dissident hedge fund, Breeden Partners, has chosen to launch a
distracting proxy contest. Breeden Partners owns less than 2% of our shares and has been a
shareholder for less than a year yet seeks to replace more than 25% of your Board with its own
handpicked slate.
In our view, Breeden Partners has put forth no new ideas to improve shareholder value. In
fact, many of Breeden Partners proposed changes are identical to actions that your company
announced and began implementing before Breeden Partners acquired a
single share. We believe that Breeden Partners is advocating a sale or disposition of the
Bank. Such an action
- more -
H&R Block Mails Proxy Materials and Letter to All Shareholders/page 3
would deprive H&R Blocks shareholders of the Banks significant potential and would threaten the
enhancement of shareholder value.
Ask yourself whether Breeden Partners nominees who have no new ideas other than the
ill-advised sale of the Bank are the right individuals to represent your best interests.
Protect Your Investment Vote The WHITE Proxy Card Today.
Your Board is committed to protecting and enhancing the value of your investment in H&R Block.
We are confident that the continued implementation of our strategic plan is the best approach to
creating value for all H&R Block shareholders. Please use the enclosed WHITE proxy card to vote
FOR your Boards nominees TODAY by telephone, by Internet, or by signing, dating and returning
the WHITE proxy card.
Thank you for your continued support.
On Behalf of the Board of Directors,
Mark Ernst
Chairman, President and CEO
# # #
About H&R Block
H&R Block Inc. (NYSE: HRB) is a leading provider of tax, financial, and accounting and business
consulting services and products. H&R Block is the worlds largest tax services provider, having
prepared more than 400 million tax returns since 1955. The company and its subsidiaries reported
revenues of $4.0 billion and net income from continuing operations of $374.3 million in fiscal year
2007. The company has continuing operations in three principal business segments: Tax Services
(income tax return preparation and related services and products via in-office, online and software
solutions); Business Services (accounting, tax and business consulting services primarily for
midsized companies); and Consumer Financial Services (brokerage services, investment planning and
related financial advice along with full-service consumer banking). Headquartered in Kansas City,
Mo., H&R Block markets its continuing services and products under two leading brands H&R Block
and RSM McGladrey. For more information visit our Online Press Center at www.hrblock.com.
Forward Looking Statements
This letter may contain forward-looking statements, which are any statements that are not
historical facts. These forward-looking statements are based upon the current expectations of the
company and there can be no assurance that such expectations will prove to be correct. Because
forward-looking statements involve risks and uncertainties and speak only as of the date on which
they are made, the companys actual results could differ materially from these statements. These
risks and uncertainties relate to, among other things, the companys pending sale of Option One
Mortgage Corp.; competitive factors; regulatory capital requirements; the companys effective
income tax rate; litigation; and changes in market, economic, political or regulatory conditions.
Information concerning these risks and uncertainties is contained in Item 1A of the companys 2007
annual report on Form 10-K and in other filings by the company with the Securities and Exchange
Commission.
- more
H&R Block Mails Proxy Materials and Letter to All Shareholders/page 4
Important Additional Information
On July 31, 2007, H&R Block began the process of mailing its definitive proxy statement (the Proxy
Statement), together with a WHITE proxy card, in connection with H&R Blocks 2007 Annual Meeting
of Shareholders.
The Proxy Statement contains important information about H&R Block and the 2007
Annual Meeting. H&R Block urges its shareholders to read the Proxy Statement carefully.
Shareholders may obtain additional free copies of the Proxy Statement and other documents filed
with the Securities Exchange Commission (SEC) by H&R Block through the website maintained by the
SEC at www.sec.gov. In addition, copies of the Proxy Statement and other documents may be obtained
free of charge by directing a request to: H&R Block, Inc., Attn: Corporate Secretary, 1 H&R Block
Way, Kansas City, MO 64105, (816) 854-3000 or from our website (www.hrblock.com). Copies of the
Proxy Statement also may be requested by contacting our proxy solicitor, Innisfree M&A
Incorporated, at 877-456-3463 toll-free.