-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KXwz1+/Qto+Pgo5NAlwgHLGCuN5eA4CPFs1F0ETHcC/bHaiDj3siyT5+X2h9oFHO QxYC0/HmbBAY5/oXc2gCVQ== 0000899140-97-000344.txt : 19970416 0000899140-97-000344.hdr.sgml : 19970416 ACCESSION NUMBER: 0000899140-97-000344 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970415 SROS: NYSE GROUP MEMBERS: DUQUESNE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARLAND JOHN H CO CENTRAL INDEX KEY: 0000045599 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 580278260 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10916 FILM NUMBER: 97581530 BUSINESS ADDRESS: STREET 1: 2939 MILLER RD CITY: DECATUR STATE: GA ZIP: 30039 BUSINESS PHONE: 7705935448 MAIL ADDRESS: STREET 1: 2939 MILLER RD CITY: DECATUR STATE: GA ZIP: 30039 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 2 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) JOHN H. HARLAND COMPANY (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 412693103 (CUSIP Number) Daniel Schloendorn, Esq. Willkie Farr & Gallagher 153 East 53rd Street New York, New York 10022 (212) 821-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 8, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - ------------------------ * A filing fee is not being paid with this statement pursuant to SEC Release No. 33-7331 whereby the filing fee has been eliminated for Schedule 13D. 2 SCHEDULE 13D CUSIP No. 412693103 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 1,301,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,301,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,301,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 4.20% 14 Type of Reporting Person* OO, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP No. 421693103 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,301,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,301,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,301,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 4.20 % 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP No. 412693103 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stanley F. Druckenmiller (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,301,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,301,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,301,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 4.20% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP No. 412693103 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Duquesne Capital Management, L.L.C. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* OO, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP No. 412693103 This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, $1.00 par value per share (the "Shares"), of John H. Harland Company (the "Issuer"). This Amendment No. 2 supplementally amends the initial statement on Schedule 13D dated September 19, 1996 (the "Initial Statement") filed by one of the Reporting Persons and Amendment No. 2 thereto dated January 1, 1997 filed by the Reporting Persons, (collectively, the "Initial Statement"). This Amendment No. 2 is being filed by the Reporting Persons to report that, as a result of recent dispositions of Shares, the Reporting Persons may no longer be deemed the beneficial owners of more than 5% of the outstanding Shares. Capitalized terms used herein but not defined shall have the respective meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. The third paragraph of Item 2 is amended and supplemented as follows: The business of SFM LLC is managed through a Management Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Set forth in Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Schedule 13D, as applicable, is a list of the Managing Directors of SFM LLC. Item 5. Interest in Securities of the Issuer. (a)(i) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed the beneficial owner of 1,301,000 Shares (approximately 4.20% of the total number of Shares outstanding), consisting of 1,301,000 Shares held for the account of Quantum Partners. There are presently no Shares held for the account of Quota. (ii) Duquesne LLC may no longer be deemed the beneficial owner of any Shares, as there are presently no Shares held for the accounts of the Duquesne LLC Clients. (b) Pursuant to the terms of the contracts between Quantum Fund and SFM LLC, and as a result of the positions held by Mr. Soros and Mr. Druckenmiller with SFM LLC, SFM LLC may be deemed to have sole power and Mr. Soros and Mr. Druckenmiller may be deemed to have shared power to direct the voting and disposition of the 1,301,000 Shares held for the account of Quantum Partners. (c) Except as disclosed in Annex C, which is incorporated by reference in this Item 5, there have been no transactions effected with respect to the Shares since February 14, 1997 (60 days prior to the date hereof) by any of the Reporting Persons, Quantum Partners, Quota or the Duquesne LLC Clients. All of the transactions listed in Annex C were executed in routine brokerage transactions on the New York Stock Exchange. (d) The shareholders of Quantum Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares held for the account of Quantum Partners, in accordance with their ownership interests in Quantum Partners. (e) Not applicable. 7 SCHEDULE 13D CUSIP No. 412693103 Item 7. Material to be Filed as Exhibits. A. Power of Attorney dated as of January 1, 1997 granted by Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A to the Initial Statement and incorporated herein by reference). B. Power of Attorney dated as of January 1, 1997 granted by Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit B to the Initial Statement and incorporated herein by reference). C. Joint Filing Agreement dated January 1, 1997 by and among SFM LLC, Mr. Soros, Mr. Druckenmiller and Duquesne Capital Management, L.L.C. (filed as Exhibit C to the Initial Statement and incorporated herein by reference). 8 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 15, 1997 SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus Michael C. Neus Assistant General Counsel GEORGE SOROS By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Gerald Kerner Gerald Kerner Managing Director 9 ANNEX A The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC: Scott K. H. Bessent Walter Burlock Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Ron Hiram Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. To the best of the Reporting Persons' knowledge: (a) none of the above persons holds any Shares; and (b) none of the above persons has any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. 10 ANNEX C Recent Transactions in the Common Stock of John H. Harland Company
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share ------------------ ------------------- --------------------- ---------------- --------------- QUANTUM PARTNERS LDC(1) 04/07/97 Disposition 16,700 $23.761 04/08/97 Disposition 73,300 23.196 04/08/97 Disposition 6,800 23.197 04/08/97 Disposition 84,700 23.196 04/08/97 Disposition 3,400 23.191 04/09/97 Disposition 50,000 23.314 04/10/97 Disposition 68,300 23.455 04/10/97 Disposition 9,000 23.456 04/11/97 Disposition 42,900 22.521 04/11/97 Disposition 4,800 22.521 04/14/97 Disposition 29,000 22.193 04/14/97 Disposition 105,300 22.194 04/14/97 Disposition 14,700 22.194 1 Transactions effected at the direction of SFM LLC.
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For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share ------------------ ------------------- --------------------- ---------------- --------------- QUOTA FUND N.V(2) 02/28/97 Purchase 14,200 $30.542 03/31/97 Disposition 4,800 24.358 03/31/97 Disposition 22,100 24.358 03/31/97 Disposition 19,800 24.424 03/31/97 Disposition 14,200 24.424 2 Transactions effected at the direction of Discovery Management, L.P.
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For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share ------------------ ------------------- --------------------- ---------------- --------------- DUQUESNE LLC CLIENTS(3) 03/11/97 Disposition 25,000 $29.939 03/12/97 Disposition 136,300 29.818 03/13/97 Disposition 24,300 29.442 3 Transactions effected at the direction of Duquesne LLC.
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