EXHIBIT 5
FOURTH AMENDMENT TO RIGHTS AGREEMENT
THIS FOURTH AMENDMENT ("Amendment") to Rights Agreement dated March 25,
1998 between H & R Block, Inc., a Missouri corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent").
Premises
The Company and the Rights Agent have previously executed and delivered a
Rights Agreement dated July 14, 1988, an Amendment to Rights Agreement dated May
9, 1990, an Amendment to Rights Agreement dated September 11, 1991, and an
Amendment to Rights Agreement dated May 10, 1995 (as amended, the "Rights
Agreement"). Terms used but not defined in this Amendment shall have the meaning
set forth in the Agreement.
The Company, pursuant to the provisions set forth in Section 27, desires to
adopt the amendments listed below which are consistent with and promote the
shareholder protection objectives of the Rights Agreement
Agreements
In consideration of the premises and the mutual agreements set forth in the
Rights Agreement and this Amendment, the Company and the Rights Agent hereby
agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by deleting the
percentage "10" each time such percentage is used in such Section and
substituting in place thereof the percentage "15".
2. That current Section 27 be deleted in its entirety and replaced with the
following:
Supplements and Amendments. The Company may from time to time supplement or
amend this Agreement without the approval of any holders of Right Certificates
in order (a) to cure any ambiguity, (b) to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, (c) to shorten or lengthen any time period hereunder
(including, without limitation, to extend the Final Expiration Date), (d) to
increase or decrease the Purchase Price, (e) to increase or decrease the
Exchange Ratio, or (f) to change or supplement the provisions hereunder in any
manner which the Company may deem necessary or desirable and which shall not
adversely affect the interests of the holders of Right Certificates (other than
an Acquiring Person or an Affiliate or Associate of an Acquiring Person;
provided, however, that from and after such time as any Person becomes an
Acquiring Person, this Agreement shall not be amended in any manner which would
adversely affect the interests of the holders of Rights; provided further that
this Agreement may not be supplemented or amended to lengthen pursuant to clause
(c) of this sentence, (A) the time period relating to when the Rights may be
redeemed if at the time of such amendment the Rights are not then redeemable, or
(B) any other time period unless such lengthening is for the purpose of
protecting, enhancing or clarifying the Rights of, and/or the benefits to, the
holders of the Rights; provided further that the Company shall have the right to
make any changes unilaterally necessary to facilitate the appointment of a
successor Rights Agent, which such changes shall be set forth in a writing by
the Company or by the Company and such successor Rights Agent. Without limiting
the foregoing, the Company may at any time prior to such time as any Person
becomes an Acquiring Person amend this Agreement to lower the threshold set
forth in Section 1(a) hereof from 15% to not less than the greater of (i) any
percentage greater than the largest percentage of the Voting Power of the
Company then known by the Company to be beneficially owned by any Person (other
than the Company, any Subsidiary of the Company, or any employee benefit plan or
compensation arrangement of the Company or any Subsidiary of the Company, and
any entity holding securities of the Company to the extent organized, appointed
or established by the Company or any such Subsidiary for or pursuant to the
terms of any such employee benefit plan or compensation arrangement) together
with all Affiliates or Associates of such Person, and (ii) 10%. Upon the
delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such supplement or amendment
3. This Amendment may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.
4. If any provision of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the provisions of this Amendment and the Rights Agreement shall
remain in full force and effect and shall not be affected, impaired or
invalidated thereby, and the provisions of the Rights Agreement amended by the
provisions of this Amendment which were so held to be invalid, void or
unenforceable shall, without further deed or action, be reinstated as part of
the Rights Agreement and shall be in full force and effect as if such
invalidated, voided or unenforceable provisions had never been effected by this
Amendment.
5. Except as expressly set forth in this Amendment, the Rights Agreement
shall remain in full force and effect and shall otherwise be unaffected hereby.
This Amendment shall be effective immediately as of the date and year first
above written.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
H & R BLOCK, INC.
Attest: By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President, Legal
By: /s/ Xxxxxxx Xxxxxxx and Secretary
------------------------------
Assistant Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Attest By: /s/ H.E. Bradford
----------------------------------------
Name: H.E. Bradford
By: /s/ Xxxxxx X. Xxxxxx Title: Vice President
-----------------------------
Regional Vice President
