EXHIBIT 2.3
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT (this "Agreement") dated as of September 7,
1997, by and among H&R BLOCK, INC., a Missouri corporation ("H&R Block"), H&R
BLOCK GROUP, INC., a Delaware corporation ("Block Group"), and WORLDCOM, INC., a
Georgia corporation ("WorldCom").
WITNESSETH:
WHEREAS, WorldCom, Walnut Acquisition Company, L.L.C., a Delaware limited
liability company which is wholly owned by WorldCom ("WAC"), CompuServe
Corporation, a Delaware corporation ("CompuServe"), H&R Block and Block Group, a
wholly-owned subsidiary of H&R Block, have entered into an Agreement and Plan of
Merger dated as of September 7, 1997 (the "Merger Agreement") (capitalized terms
used but not otherwise defined in this Agreement have the meanings assigned to
such terms in the Merger Agreement), which provides for the merger of WAC with
and into CompuServe (the "Merger") in accordance with the laws of the State of
Delaware and the provisions of the Merger Agreement; and
WHEREAS, as a condition to the willingness of WorldCom and WAC to enter
into the Merger Agreement and incur the obligations set forth therein, WorldCom
has required that H&R Block and Block Group agree, and in order to induce
WorldCom to enter into the Merger Agreement, H&R Block and Block Group have
agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and agreements
contained herein, the parties hereto agree as follows:
ARTICLE I
STANDSTILL PROVISIONS
1.1 The Standstill Obligation. During the Standstill Period (as defined
below), without the prior written consent of WorldCom, each of H&R Block and
Block Group agrees that it shall not, nor shall H&R Block or Block Group permit
any of its affiliates (as such term is defined in the Securities Exchange Act of
1934, as amended (the "Exchange Act")) to, nor shall H&R Block agree, or advise,
assist, encourage, provide information or provide financing to others, or permit
its affiliates to agree, or to advise, assist, encourage, provide information or
provide financing to others, to, individually or collectively, directly or
indirectly:
(a) acquire or offer to acquire or agree to acquire from any individual,
partnership, limited partnership, limited liability company, firm, joint
venture, association, joint-stock company, corporation, trust, business trust,
unincorporated organization or other entity or government or any department or
agency thereof (each, a "Person"), directly or indirectly, by purchase or
merger, through the acquisition of control of another Person, by joining a
partnership,
limited partnership or other "group" (within the meaning of Section 13(d)(3) of
the Exchange Act) or otherwise, beneficial ownership of any equity securities of
WorldCom, or direct or indirect rights (including convertible securities) or
options to acquire such beneficial ownership (or otherwise act in concert with
respect to any such securities, rights or options with any Person that so
acquires, offers to acquire or agrees to acquire); provided, however, that no
such acquisition, offer to acquire or agreement to acquire shall be deemed to
occur solely due to (a) a stock split, reverse stock split, reclassification,
reorganization or other transaction by WorldCom affecting any class of the
outstanding capital stock of WorldCom generally or (b) a stock dividend or other
pro rata distribution by WorldCom to holders of its outstanding capital stock;
or
(b) make, or in any way participate in, directly or indirectly, any
"solicitation" of "proxies" to vote (as such terms are used in the Regulation
14A promulgated under the Exchange Act), become a "participant" in any "election
contest" (as such terms are defined in Rule 14a-11 promulgated under the
Exchange Act) or initiate, propose or otherwise solicit stockholders of WorldCom
for the approval of any stockholder proposals, in each case with respect to
WorldCom; provided, however, that the foregoing shall not apply to any person
who is a director of WorldCom acting in his capacity as a director of WorldCom
with respect to matters approved by a majority of the Board of Directors of
WorldCom; or
(c) form, join, in any way participate in, or encourage the formation
of, a group (within the meaning of Section 13(d)(3) of the Exchange Act) with
respect to any voting securities of WorldCom; or
(d) deposit any securities of WorldCom into a voting trust, or subject
any securities of WorldCom to any agreement or arrangement with respect to the
voting of such securities, or other agreement or arrangement having similar
effect; or
(e) alone or in concert with others, seek, or encourage or support any
effort, to influence or control the management, Board of Directors, business,
policies, affairs or actions of WorldCom; or
(f) request WorldCom (or any directors, officers, employees or agents
of WorldCom), directly or indirectly, to amend, waive or modify any provision of
this Section 1.1.
1.2 The Standstill Period. As used in this Agreement, the term "Standstill
Period" shall mean that period commencing immediately following the consummation
of the Merger and expiring on the first anniversary of the date of such
consummation.
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ARTICLE II
Miscellaneous
2.1 Notices. Any notices or other communications required or
desired to be given hereunder shall be deemed to have been properly given if
sent by hand delivery, facsimile and overnight courier, registered or certified
mail, return receipt requested, postage prepaid, to the parties hereto at the
following addresses, or at such other address as such party may advise the
others in writing from time to time by like notice:
If to WorldCom:
WorldCom, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
with copies to:
WorldCom, Inc.
10777 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: P. Xxxxx Xxxxxxxxx
Facsimile: (000) 000-0000
If to H&R Block or Block Group:
H&R Block, Inc.
World Headquarters
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000
All such notices or other communications shall be deemed to have been duly given
on the date of hand delivery or telecopy or facsimile, if receipt is confirmed,
or on the next Business Day
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following timely deposit of such communications with overnight courier or on the
third Business Day following the date of mailing, if delivered by registered or
certified mail.
2.2 Governing Law and Dispute Resolution"""". This Agreement shall
be interpreted, construed and enforced in accordance with the law of the State
of Delaware, applied without giving effect to any conflicts-of-law principles,
except to the extent that Missouri law is applicable to the internal affairs of
H&R Block or Georgia law is applicable to the internal affairs of WorldCom. Any
dispute relating to this Agreement or the transactions contemplated hereby shall
be resolved in the state courts of general jurisdiction, or the Chancery Court
if it has subject matter jurisdiction, of the State of Delaware or in the United
States District Court for the District of Delaware. Each party irrevocably
submits to such courts' jurisdiction and acknowledges that such courts are a
convenient forum and consents to service of process at the address for such
party set forth in Section 2.1.
2.3 Specific Performance. Each party acknowledges and agrees
that, in the event of an actual or threatened breach of any of the provisions of
this Agreement by such party, the harm to the others will be immediate,
substantial and irreparable and that monetary damages will be inadequate.
Accordingly, each party agrees that, in such an event, the others will be
entitled to equitable relief, including an injunction and an order of specific
performance, in addition to any and all other remedies at law or in equity.
2.4 Severability. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof. If
any provision of this Agreement or the application thereof to any Person or any
circumstance is invalid or unenforceable, (a) a suitable and equitable provision
shall be substituted therefor in order to carry out, so far as may be valid and
enforceable, the intent and purpose of such invalid or unenforceable provision
and (b) the remainder of this Agreement and the application of such provision to
other persons, entities or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.
2.5 Captions. The captions or headings in this Agreement are
made for convenience and general reference only and shall not be construed to
describe, define or limit the scope or intent of the provisions of this
Agreement.
2.6. Entire Agreement. This Agreement and any documents delivered by
the parties in connection herewith constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings among the parties with respect thereto. No
addition to or modification of any provision of this Agreement shall be binding
upon any party hereto unless made in writing and signed by all parties hereto.
2.7 Counterparts. This Agreement may be executed in several
counterparts, each of which, when so executed, shall be deemed to be an
original, and such counterparts shall, together, constitute and be one and the
same instrument.
2.8 Binding Effect; Assignability. This Agreement shall be binding
on, and
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shall inure to the benefit of, only the parties hereto, and their respective
successors and assigns, and nothing in this Agreement, express or implied is
intended to or shall confer upon any Person any right, benefit or remedy of
nature whatsoever under or by virtue of this Agreement. No party may assign or
delegate any right or obligation hereunder without the prior written consent of
the other party. Any assignment of rights or delegation of obligations not in
compliance herewith shall be null and void .
2.9 No Rule of Construction. The parties acknowledge that all parties
have read and negotiated the language used in this Agreement. The parties agree
that, because all parties participated in negotiating and drafting this
Agreement, no rule of construction shall apply to this Agreement which construes
ambiguous language in favor of or against any party by reason of that party's
role in drafting this Agreement.
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IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to
be executed by its respective officer thereunto duly authorized as of the date
first written above.
H&R BLOCK, INC.
By /s/Xxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President and Chief
Execuitve Officer
H&R BLOCK GROUP, INC.
By /s/Xxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President
WORLDCOM, INC.
By /s/Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
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