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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
JOHN H. HARLAND COMPANY
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
412693103
(CUSIP Number)
Daniel Schloendorn
Willkie Farr & Gallagher
One Citicorp Center
New York, New York 10022
(212) 821-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 9, 1996
(Date of Event which Requires Filing 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 [ ].
Check the following box if a fee is being paid with this statement [X].
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SCHEDULE 13D
CUSIP No. 412693103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George Soros (in his capacity as the sole proprietor of Soros Fund
Management)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
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
1,809,900
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 1,809,900
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,809,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.88%
14. TYPE OF REPORTING PERSON*
IA
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to
shares of Common Stock, $1.00 par value (the "Common Stock"), of John H.
Harland Company, a Georgia corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 2939 Miller Road, Decatur, Georgia 30035.
This Statement is being filed by the Reporting Person (as defined below) to
report recent transactions in the Common Stock as a result of which the
Reporting Person may be deemed to be the beneficial owner of in excess of 5%
of the outstanding Common Stock.
Item 2. Identity and Background
This statement is being filed on behalf of Mr. George Soros
(the "Reporting Person") in his capacity as the sole proprietor of an
investment advisory firm conducting business under the name Soros Fund
Management ("SFM"). This Statement relates to Common Stock held for the
account of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), with its principal offices at Kaya Flamboyan 9,
Curacao, Netherlands Antilles. Quantum Partners has granted investment
discretion to SFM pursuant to an investment advisory contract.
SFM is a sole proprietorship of which the Reporting Person
is the sole proprietor. SFM has its principal office at 888 Seventh Avenue,
33rd Floor, New York, New York 10106. Its sole business is to serve, pursuant
to contract, as the principal
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investment manager to several foreign investment companies, including Quantum
Partners. SFM's contract with Quantum Partners generally provides that SFM is
responsible for designing and implementing Quantum Partners' overall
investment strategy; for conducting direct portfolio management strategies to
the extent that SFM determines that it is appropriate to utilize its own
portfolio management capabilities; for selecting, evaluating and monitoring
other investment advisors who manage separate portfolios on behalf of Quantum
Partners; and for allocating and reallocating Quantum Partners' assets among
such other investment advisors and SFM.
Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), the Reporting Person (as
the sole proprietor and the person ultimately in control of SFM) may be deemed
to be a beneficial owner of securities, including the shares of Common Stock
reported herein, held for the account of Quantum Partners as a result of the
contractual authority of SFM to exercise investment discretion with respect to
such securities.
The principal occupation of the Reporting Person, a U.S.
citizen, is his direction of the activities of SFM, which is carried out in his
capacity as the sole proprietor of SFM at SFM's principal office. Information
concerning the identity and background of the Managing Directors of SFM is set
forth in Annex A hereto and incorporated by reference in response to this Item
2.
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Stanley F. Druckenmiller, a United States citizen ("Mr.
Druckenmiller"), is a Managing Director of SFM at SFM's principal office. In
addition, Mr. Druckenmiller owns a 75% interest in and is the sole managing
member of Duquesne Capital Management LLC, a Pennsylvania limited liability
company ("Duquesne LLC"), an investment advisory firm which is engaged in a
variety of direct and indirect investments. Duquesne LLC has its principal
offices at 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591.
Its principal business is to serve, pursuant to contract, as a discretionary
investment advisor to institutional and individual clients.
Mr. Druckenmiller has informed the Reporting Person that
Duquesne LLC manages a position for its clients representing 185,600 shares of
Common Stock. Pursuant to the regulations promulgated under Section 13(d) of the
Exchange Act, Duquesne LLC, by reason of its investment discretion over the
accounts it manages for its clients, and Mr. Druckenmiller, by reason of his
ownership interest in and position with Duquesne LLC, may each be deemed to be a
beneficial owner of all the securities, including the Common Stock, held by the
clients of Duquesne LLC.
The Reporting Person and Quantum Partners expressly disclaim
beneficial ownership of such shares of Common Stock held by Duquesne LLC or any
other shares of Common Stock not directly held for the account of Quantum
Partners.
During the past five years, none of the Reporting Person or
Quantum Partners or, to the knowledge of the Reporting Person, any other person
identified in response to this Item 2,
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has been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which such person has been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 3. Sources and Amounts of Funds or Other Consideration
Quantum Partners expended approximately $8,110,100.00 of its
working capital to purchase the Common Stock which is reported in Item 5(c) as
having been purchased for its account during the past 60 days.
The shares of Common Stock held by Quantum Partners may be
held through margin accounts maintained with brokers, which extend margin
credit as and when required to open or carry positions in such margin
accounts, subject to applicable federal margin regulations, stock exchange
rules and the credit policies of such firms. The positions which may be held
in the margin accounts, including the Common Stock, are pledged as collateral
security for the repayment of debit balances in the respective accounts.
Item 4. Purpose of Transaction
Quantum Partners acquired for investment purposes all of the
Common Stock reported herein. None of Quantum Partners or the Reporting
Person, or to the best of the Reporting Person's knowledge, any other person
identified in response to Item 2, has
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any plans or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D under the Exchange Act. The Reporting Person reserves the right to acquire
additional securities of the Issuer, to dispose of such securities at any time
or to formulate other purposes, plans or proposals regarding the Issuer or any
of its securities, to the extent deemed advisable in light of its general
investment and trading policies, market conditions or other factors.
Item 5. Interest in Securities of the Issuer
(a) On the date of this Statement, the aggregate number of
shares of Common Stock of which the Reporting Person may be deemed to be a
beneficial owner is 1,809,900 (approximately 5.88% of the Common Stock
outstanding).
(b) Pursuant to the terms of the contract between Quantum
Partners and SFM, the Reporting Person may be deemed to have sole power to
direct the voting and sole power to direct the disposition of securities held
for the account of Quantum Partners, including the 1,809,900 shares of Common
Stock held for the account of Quantum Partners.
The percentages used herein are calculated based upon the
30,781,406 shares of Common Stock stated to be issued and outstanding at July
31, 1996, in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed on August 14, 1996.
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(c) Except for the transactions listed in Annex B hereto or
as otherwise described in this Item 5(c), there have been no transactions with
respect to the Common Stock by Quantum Partners or the Reporting Person since
July 21, 1996, 60 days prior to the date hereof.
(d) No person other than each respective record owner
referred to herein of shares of Common Stock is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds
of sale of the shares of Common Stock reported herein, except that the
respective partners of Quantum Partners have the right to participate in the
receipt of dividends from, or proceeds for the sale of, securities, including
the shares of Common Stock held by Quantum Partners, in accordance with their
ownership interests in Quantum Partners.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
The Reporting Person does not have any contracts,
arrangements, understandings or relationships with respect to the securities
of the Issuer. From time to time, Quantum Partners may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount
of securities of the same class, to the lender and typically provide that the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan. From time to time, to the extent permitted by applicable
laws, Quantum Partners or
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other clients of SFM may borrow securities, including the Common Stock, for
the purpose of effecting, and may effect, short sale transactions, and may
purchase securities for the purpose of closing out short positions in such
securities.
Item 7. Material to be Filed as Exhibits
A. Power of Attorney dated April 16, 1996 granted by Mr. George
Soros in favor of Sean C. Warren.
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Signature
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.
September 19, 1996 GEORGE SOROS
By:/s/ Sean C. Warren
Name: Sean C. Warren
Title: Attorney-in-Fact
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ANNEX A
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K.H. Bessent
Walter Burlock
Stanley Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
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, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York
10106. During the past five years, none of the above-listed persons has been
(i) convicted in a criminal proceeding, or (ii) a party to any civil
proceeding as a result of which any such persons has been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or
finding any violations with respect to such laws.
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Annex B
RECENT TRANSACTIONS IN THE COMMON STOCK
OF JOHN H. HARLAND COMPANY
<TABLE>
<CAPTION>
Date of Nature of Number of Shares Price Per Share
For the Account of: Transaction Transaction
- ------------------- ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Quantum Partners LDC 09/06/96 Purchase 11,100 $25.137
09/09/96 Purchase 27,200 26.090
09/09/96 Purchase 20,500 25.838
09/10/96 Purchase 34,900 26.297
09/11/96 Purchase 52,500 26.607
09/12/96 Purchase 39,000 26.560
09/13/96 Purchase 22,500 27.172
09/16/96 Purchase 36,000 27.422
09/17/96 Purchase 39,400 27.310
09/18/96 Purchase 20,200 28.055
</TABLE>
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EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute
and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of
executing in my name, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition
of securities or other investments, and any other documents relating or
ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including:
(1) all documents relating to the beneficial ownership of securities required
to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D
or Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by
me.
IN WITNESS WHEREOF, I have executed this instrument this 16th day of April,
1996.
/s/ George Soros
GEORGE SOROS
