HARLAND JOHN H CO
10-Q, 1995-08-14
BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDG & RELATD WORK
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           United States Securities and Exchange Commission
                      Washington, D.C. 20549

                           FORM 10-Q

(Mark One)
(x)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 1995

                                       OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from __________________ to ________________

                   Commission file number 1-6352

                      JOHN H. HARLAND COMPANY
         (Exact name of registrant as specified in its charter)


          GEORGIA                                  58-0278260
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

        2939 Miller Rd.
        Decatur, Georgia                              30035
(Address of principal executive offices)           (Zip code)


                          (770) 981-9460
         (Registrant's telephone number, including area code)

                         (Not Applicable)
(Former name, former address and former fiscal year, if changed since last
report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes (X)  No ( ).

The number of shares of the Registrant's Common Stock outstanding on August
1, 1995 was 30,549,758.









                                   -1-
<PAGE>


Item 1. FINANCIAL STATEMENTS

<TABLE>
              JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>

                             ASSETS
                             ------
                                             June 30,    December 31,
(In thousands)                                 1995          1994
----------------------------------------------------------------------
                                            (Unaudited)
<S>                                         <C>           <C>
 CURRENT ASSETS:

 Cash and cash equivalents                  $  19,822     $  12,049
 Short-term investments                         4,300         3,250
 Accounts receivable                           64,322        59,403
 Inventories                                   28,636        25,428
 Deferred income taxes                          8,224         6,471
 Prepaid expenses                               6,568         4,739
 Other                                         12,459         5,883
                                            ----------    ----------
 Total current assets                         144,331       117,223
                                            ----------    ----------

 INVESTMENTS AND OTHER ASSETS:

 Investments                                   11,056        11,606
 Goodwill and intangibles-net                  97,814       101,887
 Other                                         22,909        21,856
                                            ----------    ----------
 Total investments and other assets           131,779       135,349
                                            ----------    ----------

 PROPERTY, PLANT AND EQUIPMENT                345,646       335,668
 Less accumulated depreciation
    and amortization                          185,582       173,867
                                            ----------    ----------
 Property, plant and equipment - net          160,064       161,801
                                            ----------    ----------

 Total                                      $ 436,174     $ 414,373
                                            ==========    ==========

<FN>
 See Notes to Condensed Consolidated Financial Statements.
</TABLE>



                                   -2-
<PAGE>

<TABLE>
               JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                 LIABILITIES AND SHAREHOLDERS' EQUITY
                 ------------------------------------


                                              June 30,    December 31,
(In thousands, except share amounts)           1995          1994
----------------------------------------------------------------------
                                            (Unaudited)
<S>                                         <C>           <C>

 CURRENT LIABILITIES:

 Short-term debt                            $  20,000     $  14,000
 Accounts payable - trade                      13,799        11,235
 Deferred revenues                             19,188        17,724
 Accrued liabilities:
    Salaries, wages and employee benefits      19,351        16,937
    Taxes                                       4,668         4,836
    Other                                      13,631        14,588
                                            ----------    ----------
 Total current liabilities                     90,637        79,320
                                            ----------    ----------

 LONG-TERM LIABILITIES:

 Long-term debt, less current maturities      114,773       115,226
 Deferred income taxes                          3,719         4,806
 Other                                         12,030        11,607
                                            ----------    ----------
 Total long-term liabilities                  130,522       131,639
                                            ----------    ----------

 Total liabilities                            221,159       210,959
                                            ----------    ----------
 SHAREHOLDERS' EQUITY:

 Series preferred stock, authorized 500,000
    shares of $1.00 par value, none issued
 Common stock - authorized 144,000,000
    shares of $1.00 par value, issued
    37,907,497                                 37,907        37,907
 Additional paid-in capital                     2,828         3,389
 Foreign exchange translation adjustments          54            54
 Retained earnings                            356,363       346,660
                                            ----------    ----------
 Total                                        397,152       388,010
 Less 7,359,704 and 7,468,591 shares of
    treasury stock - at cost                  182,137       184,596
                                            ----------    ----------
 Total shareholders' equity                   215,015       203,414
                                            ----------    ----------

 Total                                      $ 436,174     $ 414,373
                                            ==========    ==========

<FN>
 See Notes to Condensed Consolidated Financial Statements

</TABLE>
                                   -3-
<PAGE>
<TABLE>

                    JOHN H. HARLAND COMPANY AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
          FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1995 AND 1994
                                (Unaudited)

<CAPTION>
                                      THREE MONTHS ENDED       SIX MONTHS ENDED
(In thousands, except                      JUNE 30,                JUNE 30,
   per share amounts)                  1995        1994        1995        1994
----------------------------------------------------------------------------------

<S>                                 <C>         <C>         <C>         <C>
NET SALES                           $ 136,068   $ 130,752   $ 274,359   $ 261,795
                                    ----------  ----------  ----------  ----------

COST AND EXPENSES:
Cost of sales                          71,851      68,205     142,455     137,311
Selling, general and
  administrative expenses              36,961      34,437      75,595      68,101
Employees' profit sharing               2,252       2,487       4,731       4,968
Amortization of intangibles             3,353       2,889       6,708       5,299
                                    ----------  ----------  ----------  ----------
Total                                 114,417     108,018     229,489     215,679
                                    ----------  ----------  ----------  ----------

INCOME FROM OPERATIONS                 21,651      22,734      44,870      46,116
                                    ----------  ----------  ----------  ----------
OTHER INCOME (EXPENSE):
Interest expense                       (1,999)     (1,873)     (3,995)     (3,782)
Other - net                             1,127         461       1,176         567
                                    ----------  ----------  ----------  ----------
Total                                    (872)     (1,412)     (2,819)     (3,215)
                                    ----------  ----------  ----------  ----------

INCOME BEFORE INCOME TAXES             20,779      21,322      42,051      42,901
INCOME TAXES                            8,311       8,481      16,820      17,074
                                    ----------  ----------  ----------  ----------
NET INCOME                             12,468      12,841      25,231      25,827

RETAINED EARNINGS AT BEGINNING
  OF PERIOD                           351,674     330,840     346,660     325,323
                                    ----------  ----------  ----------  ----------
Total                                 364,142     343,681     371,891     351,150

Cash dividends                          7,779       7,482      15,528      14,951
                                    ----------  ----------  ----------  ----------
RETAINED EARNINGS AT END OF PERIOD  $ 356,363   $ 336,199   $ 356,363   $ 336,199
                                    ==========  ==========  ==========  ==========

WEIGHTED AVERAGE SHARES OUTSTANDING    30,544      30,548      30,509      30,534
                                    ==========  ==========  ==========  ==========

NET INCOME PER COMMON SHARE         $    0.41   $    0.42   $    0.83   $    0.85
                                    ==========  ==========  ==========  ==========
CASH DIVIDENDS PER COMMON
   SHARE                            $   0.255   $   0.245   $    0.51   $    0.49
                                    ==========  ==========  ==========  ==========

<FN>
See Notes to Condensed Consolidated Financial Statements.
</TABLE>

                                   -4-
<PAGE>
<TABLE>

               JOHN H. HARLAND COMPANY AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1995 AND 1994
                           (Unaudited)

<CAPTION>
(In thousands)                                            1995        1994
-----------------------------------------------------------------------------

<S>                                                   <C>          <C>
OPERATING ACTIVITIES:
Net Income                                            $  25,231    $  25,827
Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation and amortization                           22,566       19,656
 Other                                                      565          384
 Change in assets and liabilities net of
  effect of acquisitions:
  Accounts receivable                                    (5,256)      10,943
  Inventories and other current assets                  (11,613)        (260)
  Accounts payable and accrued expenses                   2,477       (1,890)
  Other-net                                                 223           48
                                                      ----------    ---------
Net cash provided by operating activities                34,193       54,708
                                                      ----------    ---------

INVESTING ACTIVITIES:
Purchases of property, plant and equipment              (13,689)     (19,672)
Proceeds from sale of property, plant and equipment       1,102        2,740
Change in short-term investments-net                     (1,050)       2,148
Payments for acquisition of businesses,
  net of cash acquired                                   (2,500)     (40,202)
Long-term investments and other assets-net               (2,200)      (2,408)
                                                      ----------   ----------
Net cash used in investing activities                   (18,337)     (57,394)
                                                      ----------   ----------

FINANCING ACTIVITIES:
Sale of common stock                                      1,950        1,977
Dividends paid                                          (15,528)     (14,951)
Purchase of treasury stock                                  (52)      (1,209)
Short-term debt                                           6,000        6,000
Other                                                      (453)        (206)
                                                      ----------   ----------
Net cash used in financing activities                    (8,083)      (8,389)
                                                      ----------   ----------

Increase (decrease) in cash and cash equivalents          7,773      (11,075)
Cash and cash equivalents at beginning of period         12,049       26,224
                                                      ----------   ----------
Cash and cash equivalents at end of period            $  19,822    $  15,149
                                                      ==========   ==========

<FN>
See Notes to Condensed Consolidated Financial Statements
</TABLE>.

                                   -5-
<PAGE>


              JOHN H. HARLAND COMPANY AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          June 30, 1995
                           (Unaudited)

1.   Basis of Presentation

The condensed consolidated financial statements contained in this report
are unaudited but reflect all adjustments, consisting only of normal
recurring accruals, which are, in the opinion of management, necessary for
a fair presentation of the results of operations, financial position and
cash flows of the John H. Harland Company and subsidiaries ("the Company")
for the interim periods reflected. Certain information and note disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted pursuant to
applicable rules and regulations of the Securities and Exchange Commission.
The results of operations for the interim period reported herein are not
necessarily indicative of results to be expected for the full year.

2.   Accounting Policies

The condensed consolidated financial statements included herein should be
read in conjunction with the consolidated financial statements and notes
thereto, and the Independent Auditors' Report included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994.

Reference is made to the accounting policies of the Company described in
the notes to consolidated financial statements included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994. The
Company has consistently followed those policies in preparing this report.

3.   Acquisitions

On January 7, 1994, the Company acquired Marketing Profiles, Inc. ("MPI")
for cash paid at closing and a contingent purchase payment payable in 1997
to the former MPI shareholders. The contingent purchase payment is based
upon a multiple of MPI's 1996 operating results as defined in the
acquisition agreement. MPI is a database marketing and consulting company
which provides software products and related marketing services to the
financial industry.

On March 31, 1994, the Company acquired the net assets of FormAtion
Technologies, Inc. ("FormAtion") for cash paid at closing and a contingent
purchase payment payable in 1997 to the former FormAtion shareholders. The
contingent purchase payment is based upon a multiple of FormAtion's
operating results during the three-year period ending in 1996 as defined in
the acquisition agreement. FormAtion develops, markets and supports lending
and platform automation software for the financial industry. In June 1995,
the Company paid an amount in cash for early settlement and termination of
the contingent purchase payment.

On September 30, 1994, the Company's wholly-owned subsidiary, Scantron
Corporation, acquired the net assets of Financial Products Corporation
("FPC") for cash paid at closing. FPC is a provider of maintenance and
repair services for a broad variety of computers, peripherals, networks and
operating systems. FPC serves financial, commercial, governmental and
medical markets.

                                   -6-
<PAGE>


The MPI, FormAtion and FPC acquisitions were accounted for using the
purchase method of accounting and, accordingly, the results of operations
of each acquisition are included in the consolidated financial statements
from the date of acquisition. Assets acquired totaled $65.4 million, net of
liabilities assumed of $18.9 million. The cash paid for these acquisitions
totaled $65.0 million and estimated acquisition-related costs totaled $0.4
million. The purchases were funded with a portion of the proceeds received
in the December 1993 issuance of long-term debt, proceeds from short-term
borrowings and from internally generated funds. Of the total acquisition
costs, $59.3 million was preliminarily allocated to intangible assets, of
which $52.6 million represented goodwill. Subsequent contingent purchase
payments will be recorded as an increase in goodwill and will be amortized
over the remaining life of the goodwill at the time of payment.

The following represents the unaudited pro forma results of operations
which assume the acquisitions occurred on January 1, 1994. These results
include certain adjustments, primarily increased amortization expense
related to intangible assets and increased interest expense (in thousands
of dollars, except per share amounts):

                                                 Six months ended
                                                  June 30, 1994
---------------------------------------------------------------------
Net sales                                           $ 273,046
Net income                                             25,912
Net income per common share                               .85

The pro forma financial information presented above does not purport
to be indicative of either the results of operations that would have
occurred had the acquisitions taken place on January 1, 1994 or of future
consolidated results of operations.

4.   Accounting for Income Taxes

The provision for income tax expense for the six months ended June 30, 1995
and 1994 includes the following (in thousands):

                                               1995           1994
----------------------------------------------------------------------
Current provision                           $ 19,660        $ 20,071
Deferred benefit                              (2,840)         (2,997)
                                            ---------       --------
Total                                       $ 16,820        $ 17,074
                                            =========       ========

5.   Employee Stock Plans

The Company has an Employee Stock Purchase Plan under which employees are
granted an option to purchase shares of the Company's common stock during
the quarter in which the option is granted. The option price is 85% of the
fair market value of the stock at the beginning or end of the quarter,
whichever is lower. In the quarter ended June 30, 1995, options
representing 42,937 shares were exercised at a price of $19.23 per share.
At June 30, 1995, there were 1,111,946 shares reserved for purchase under
the Employee Stock Purchase Plan.


                                   -7-
<PAGE>


The Company has incentive and non-qualified stock option plans ("Plans")
which provide for the granting of options to certain key employees of the
Company to purchase shares of the Company's common stock at the fair market
value of the common stock on the date of the grant. Option transactions for
the three months ended June 30, 1995 are as follows:

                                            Shares     Exercise Price
-----------------------------------------------------------------------
Options outstanding at March 31, 1995      426,327    $ 11.59 - 26.25
Options exercised                             (717)     11.59 - 17.55
Options cancelled                           (4,500)     19.38 - 24.75
                                          ---------
Options outstanding at June 30, 1995       421,110      11.59 - 26.25
                                          =========
The options generally become exercisable one year from the date of the
grant. At June 30, 1995, there were 304,360 options exercisable and
1,418,694 shares reserved for options under the Plans.

6.   Net Income Per Share

Net income per share is based on the weighted average number of common
shares and common share equivalents outstanding during the period. Common
share equivalents include the number of shares issuable upon the exercise
of the Company's stock options.

7.   Inventories

Inventories consisted of the following (in thousands of dollars):

                                             June 30,      December 31,
                                               1995           1994
-----------------------------------------------------------------------
Raw materials and semi-finished goods       $ 24,811        $ 22,014
Finished goods                                 2,081           2,024
Hardware component parts                       1,744           1,390
                                            --------        --------
Total                                       $ 28,636        $ 25,428
                                            ========        ========

8.    Subsequent Event

On July 3, 1995, the Company's wholly-owned subsidiary, Scantron
Corporation, acquired the net assets of Quality Computers & Applications,
Inc. ("Quality Computers") for cash paid at closing and a contingent
purchase payment payable in 1999. The contingent purchase payment is based
upon a multiple of Quality Computer's 1998 operating results as defined in
the acquisition agreement. The acquisition price was funded with proceeds
from short-term borrowings. The acquisition will be accounted for using the
purchase method of accounting and, accordingly, the results of operations
of Quality Computers will be included in the Company's consolidated
financial statements from the date of acquisition. Quality Computers is
based in Detroit, Michigan and is a mail-order retailer of software and
hardware to the educational technology market. Founded in 1984, Quality
Computers had 1994 revenues of more the $10 million.


                                   -8-
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Second Quarter 1995 compared with Second Quarter 1994

Consolidated net sales for the second quarter 1995 increased $5.3 million
or 4.1% as compared to the second quarter of 1994.

Sales for the Company's Financial Services Group ("FSG") decreased $3.5
million or 3.2%, which consisted of a 9.0% decrease in units and a price
and product mix increase of 5.8%. The positive price and product mix is
attributable in part to a general price increase which FSG implemented in
December 1994, to increased revenues from FSG's specialty printing
operations and to revenues from expedited delivery programs. The unit
decrease is partially due to the loss in 1994 of one large customer and
also to a general erosion of check orders to direct to consumer markets.
FSG check printing revenues generated from non-traditional marketing
channels, such as sales via software companies and retail stores, grew
approximately 40% compared to the 2nd quarter 1994. FSG continues to
experience pricing pressures within the check printing industry.

Sales for the Company's Data Services Group ("DSG") increased $4.7 million
or 35.0% in the second quarter 1995 versus the comparable period in 1994.
The DSG sales increase was primarily due to the acquisition of Financial
Products Corporation ("FPC") in September 1994. FPC contributed over $4
million to DSG's second quarter 1995 revenues.

Revenues for the Company's Information Services Group ("ISG") increased
$1.9 million or 31.5% in the second quarter 1995 versus the comparable
period in 1994. ISG consists of Marketing Profiles Inc. ("MPI") and
FormAtion Technologies, Inc. ("FormAtion") which were acquired in January
1994 and March 1994, respectively. Increases in sales of MPI software
products were the primary reason for the ISG revenue increase.

Sales for the Company's Direct Marketing Group ("DMG"), which consists of
The Check Store, Inc. ("The Check Store"), continued to exceed the
Company's expectations in the second quarter of 1995. The Check Store
markets checks and related products directly to consumers and began
production operations during the second quarter of 1994. The Check Store's
second quarter 1995 sales were almost four times greater than the
comparable period in 1994.

The consolidated gross margin decreased from 47.8% in 1994 to 47.2% in
1995. FSG's gross margin decreased from 48.4% in 1994 to 46.6% in 1995. The
FSG margin decrease is primarily due to increases in the cost of paper.
DSG's gross margin decreased from 51.0% in 1994 to 46.7% in 1995 primarily
from changes in product mix. Cost of goods sold for ISG and DMG totaled
$5.1 million in 1995.

Consolidated selling, general and administrative expense increased by $2.5
million or 7.3%, and increased as a percentage of sales from 26.3% in the
1994 period to 27.2% in the 1995 period. This increase is primarily due to
marketing expenditures associated with The Check Store.


                                   -9-
<PAGE>


Amortization of intangibles, principally resulting from acquisitions,
increased by $0.5 million or 16.1%, and increased as a percentage of net
sales from 2.2% in the second quarter 1994 to 2.5% for the second quarter
1995. This increase is primarily attributable to the acquisition of FPC.

Other income (expense) decreased from an expense of $1.4 million in the
second quarter 1994 to an expense of $0.9 million in the second quarter
1995. The decrease as an expense was primarily due to gains realized in
1995 on sales of certain investments.

Income before income taxes decreased $0.5 million or 2.5% and decreased as
a percentage of sales from 16.3% in 1994 to 15.3% in 1995. The Company's
consolidated effective income tax rate for the second quarter was 40.0% in
1995 compared to 39.8% in 1994.

Year to Date 1995 compared with Year to Date 1994

Consolidated net sales increased $12.6 million or 4.8% as compared to the
same period of 1994.

FSG sales decreased $7.4 million or 3.3% from the same period in 1994. The
change consisted of a 9.5% decrease in units and a price and product mix
increase of 6.2%. The positive price and product mix is attributable in
part to a general price increase which FSG implemented in December 1994, to
increased revenues from FSG's specialty printing operations and to revenues
from expedited delivery programs. The unit decrease is partially due to the
loss in 1994 of one large customer, the erosion of check orders to direct
to consumer marketers of checks and the reduction of business in 1994 with
one large customer, although the business retained was renewed at more
favorable pricing.

DSG sales increased $9.9 million or 38.8% in 1995 versus the comparable
period in 1994. The DSG sales increase was primarily due to the acquisition
of FPC in September 1994. FPC contributed over $8 million to DSG's revenues
in the 1995 period.

ISG sales contributed $15.6 million to consolidated sales in the 1995
period compared to $10.4 million in 1994. The increase was primarily due to
the acquisition of FormAtion in March 1994.

The consolidated gross margin decreased from 52.4% in the 1994 period to
51.9% in the 1995 period. FSG's gross margin was 48.1% for both the 1994
and 1995 periods. FSG's gross margin was negatively impacted by increases
in the cost of paper but was positively impacted by margin improvements
attributable to the price increase mentioned previously. DSG experienced a
decrease in its gross margin from 47.4% in the 1994 period to 46.8% in the
1995 period. DSG's margin change is primarily due to product mix changes.
Cost of goods sold for ISG and DMG totaled $11.0 million in the 1995
period.

Consolidated selling, general and administrative expense increased by $7.5
million or 11.0%, and increased as a percentage of sales from 26.0% in the
1994 period to 27.6% in the 1995 period. This increase is primarily due to
marketing expenditures associated with The Check Store and also from ex-
penses resulting from acquired operations (FPC and FormAtion). These in-


                                   -10-
<PAGE>


creases were partially offset by a decrease in FSG administrative expenses
primarily from plant consolidation expenses incurred in 1994.

Amortization of intangibles, principally resulting from acquisitions,
increased by $1.4 million or 26.6%, and increased as a percentage of net
sales from 2.0% in the 1994 period to 2.4% in the 1995 period. This
increase is primarily attributable to the acquisitions of FPC and
FormAtion.

Other income (expense) decreased from an expense of $3.2 million in the
1994 period to an expense of $2.8 million in the 1995 period. The decrease
as an expense was primarily due to gains realized in 1995 on sales of
certain investments.

Income before income taxes decreased $850,000 or 2.0% and decreased as a
percentage of sales from 16.4% in 1994 to 15.3% in 1995. The Company's
consolidated effective income tax rate for the 1995 period was 40.0%
compared to 39.8% in 1994.

FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

Cash flows provided by operations in the first six months of 1995 were
$34.2 million compared to $54.7 million in 1994. This decrease was
primarily due to an increase of  "operating working capital" (defined as
receivables, inventories and other current assets less accounts payable and
accrued expenses) in the first six months of 1995 verses a decrease of the
same in the comparable 1994 period. The primary uses of funds during the
first six months of 1995 were to pay dividends to the Company's
shareholders and for capital expenditures.

Purchases of property, plant and equipment totaled $13.7 million in the
first six months of 1995, compared to $19.7 million in 1994. The Company
estimates that its capital expenditures will total approximately $30
million in 1995.

The Company has unsecured lines of credit which provide for borrowings up
to $111.0 million. At June 30, 1995, $20.0 million was outstanding under
these lines of credit.

On June 30, 1995, the Company had $24.1 million in cash and cash
equivalents and short-term investments. The Company believes that its
current cash position, funds from operations and the availability of funds
under its unsecured lines of credit will be sufficient to meet anticipated
requirements for working capital, dividends, capital expenditures and other
corporate needs, and management is not aware of any condition that would
materially alter this trend. The Company also believes that it possesses
sufficient unused debt capacity and access to equity capital markets to
pursue additional acquisition opportunities.



                                   -11-
<PAGE>



PART II. OTHER INFORMATION
===========================

Item 4.  Submission of Matters to a Vote of Security Holders

(a)   The Annual Meeting of shareholders of the Company was held on April
28, 1995 in Atlanta, GA.  There was no solicitation in opposition to
management's nominees for Directors as listed in the Proxy Statement and
all such nominees were elected.

(c)   Below is a brief description of matters voted on at the Annual
Meeting and the results of the voting:

Election of directors:
  H. G. Pattillo
     Voting for                 26,074,611
     Withhold Authority            114,915
  John H. Weitnauer, Jr.
     Voting for                 26,068,358
     Withhold Authority            121,168

To amend the Company's Employee Stock Purchase Plan to increase the number
of shares of Common Stock authorized under the Purchase Plan from 3,600,000
to 4,350,000:
     Voting for                 25,064,221
     Voting against                928,452
     Voting abstain                196,853

To amend the Company's Employee Stock Purchase Plan to replace the term
"Annualized Base Pay" with the term "Annualized Cash Compensation" and to
provide a definition of "Annualized Cash Compensation":
     Voting for                 25,581,354
     Voting against                393,303
     Voting abstain                214,869

To amend the Company's 1981 Incentive Stock Option Plan, as Extended to
increase the number of share of Common Stock authorized under the Option
Plan from 435,955 to 1,185,955:
     Voting for                 24,189,543
     Voting against              1,785,406
     Voting abstain                214,577

Ratify the appointment of Deloitte & Touche LLP as the Company's
independent certified public accountants for the year ending December 31,
1995:
     Voting for                 26,037,931
     Voting against                 85,480
     Voting abstain                 66,115


                                   -12-
<PAGE>


Item 6. Exhibits and Reports on Form 8-K.

(a)  Exhibits

  Reference No.                         Description of Exhibit
----------------------------------------------------------------
      27                               Financial Data Schedule

(b)  Reports on Form 8-K

There were no reports filed on Form 8-K for the three months ended June 30,
1995.


                           Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                                            JOHN H. HARLAND COMPANY
                                                  (Registrant)


        August 14, 1995                   William M. Dollar
Date:  _________________               By:_____________________________
                                          William M. Dollar
                                          Vice-President and Treasurer
                                          (Authorized Officer and
                                          Principal Financial Officer)























                                   -13-


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's financial statements for the six months ended June 30, 1995 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               JUN-30-1995
<CASH>                                          19,822
<SECURITIES>                                     4,300
<RECEIVABLES>                                   66,616
<ALLOWANCES>                                     2,294
<INVENTORY>                                     28,636
<CURRENT-ASSETS>                               144,331
<PP&E>                                         345,646
<DEPRECIATION>                                 185,582
<TOTAL-ASSETS>                                 436,174
<CURRENT-LIABILITIES>                           90,637
<BONDS>                                        114,773
<COMMON>                                        37,907
                                0
                                          0
<OTHER-SE>                                     177,108
<TOTAL-LIABILITY-AND-EQUITY>                   436,174
<SALES>                                        274,359
<TOTAL-REVENUES>                               274,359
<CGS>                                          142,455
<TOTAL-COSTS>                                  142,455
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,995
<INCOME-PRETAX>                                 42,051
<INCOME-TAX>                                    16,820
<INCOME-CONTINUING>                             25,231
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    25,231
<EPS-PRIMARY>                                     0.83
<EPS-DILUTED>                                     0.83
        







</TABLE>


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