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EXHIBIT 99.6
INTUIT INC. AFFILIATES AGREEMENT
This Affiliates Agreement (this "AGREEMENT") is being delivered in
connection with that certain Agreement and Plan of Merger dated as of October 6,
1999 (the "PLAN") between Intuit Inc., a Delaware corporation ("INTUIT"), Merger
Sub 1, Inc., a Michigan corporation that is a wholly owned subsidiary of Intuit
("MERGER SUB 1"), Merger Sub 2, Inc., a Michigan corporation that is a wholly
owned subsidiary of Intuit ("MERGER SUB 2"), Rock Financial Corporation, a
Michigan corporation ("ROCK") and Title Source, Inc., a Michigan corporation
("TITLE"). The Plan provides, among other things, that Merger Sub 1 will be
merged with and into Rock in a statutory merger in which all the outstanding
capital stock of Rock will be converted into shares of Intuit Common Stock (the
"COMPANY MERGER") and that Merger Sub 2 will be merged with and into Title in a
statutory merger in which all of the outstanding capital stock of Title will be
converted into shares of Intuit Common Stock (the "TITLE MERGER"). Unless
otherwise defined herein, the capitalized terms in this Agreement have the
meanings given to them in the Plan. The Company Merger and the Title Merger are
hereinafter sometimes referred to as the "MERGERS."
The undersigned understands that, since each of the Mergers is expected to
be accounted for as a "pooling-of-interests" for accounting and financial
reporting purposes and the undersigned may be an "affiliate" of Intuit (within
the meaning of SEC Rule 145), the shares of Intuit Common Stock which the
undersigned owns may only be disposed of in conformity with the limitations
described herein. The undersigned has been informed that the treatment of each
of the Mergers as a pooling-of-interests for accounting and financial reporting
purposes is dependent upon the accuracy of certain of the representations and
warranties and the compliance with certain of the agreements set forth herein.
The undersigned further understands that the representations, warranties and
agreements set forth herein will be relied upon by Intuit and its counsel and
accounting firm.
1. The undersigned represents, warrants and agrees with Intuit as
follows:
(a) The undersigned has full power to execute this Agreement and to
make the representations, warranties and agreements herein and to perform the
undersigned's obligations hereunder.
(b) Schedule "1" attached hereto sets forth all shares of Intuit
Common Stock owned by the undersigned, including all rights, options and
warrants to acquire Intuit Common Stock, and all Intuit Common Stock as to which
the undersigned has sole or shared voting or investment power (collectively, the
"INTUIT SECURITIES").
(c) The undersigned will not sell, transfer or otherwise dispose of
any of the Intuit Securities or offer or agree to sell, transfer or otherwise
dispose of, or in any other way reduce the undersigned's risk of ownership or
investment in, any of such Intuit Securities: (i) in the 30-day period
immediately preceding the Effective Time of the Mergers; or (ii) after the
Effective Time of the Mergers until Intuit shall have publicly released a report
including the
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combined financial results of Intuit, Rock and Title for a period of at least 30
days of post-Mergers combined operations of Intuit, Rock and Title.
2. The undersigned also understands that stop-transfer instructions will
be given to Intuit's transfer agent with respect to certificates evidencing the
Intuit Securities. Such stop-transfer instructions will be promptly rescinded
upon the publication of the financial report referred to in Section 1(c) above.
3. This Agreement will be binding upon and enforceable against the
administrators, executors, representatives, heirs, legatees and devisees of the
undersigned.
Dated: , 1999 Very truly yours,
By:
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Name:
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Title (if any):
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Entity (if any):
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Agreed to and accepted:
INTUIT INC.
By:
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Name:
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Title:
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SCHEDULE "1" TO INTUIT INC. AFFILIATES AGREEMENT
INTUIT SECURITIES
Number of shares of Intuit Common Stock beneficially
owned by the undersigned: [ ]
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Number of shares of Intuit Common Stock subject to
options or warrants beneficially owned by the
undersigned: [ ]
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