<PAGE>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.
<PAGE>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!
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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!
<PAGE>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!
<PAGE>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!
<PAGE>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.
<PAGE>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).
<PAGE>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
<PAGE>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.
<PAGE>10
ANNEX C
Recent Transactions in the Common Stock of John H. Harland Company
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share
------------------ ------------------- --------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
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
<FN>
1 Transactions effected at the direction of SFM LLC.
</FN>
</TABLE>
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<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share
------------------ ------------------- --------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
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
<FN>
2 Transactions effected at the direction of Discovery Management, L.P.
</FN>
</TABLE>
<PAGE>11
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share
------------------ ------------------- --------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
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
<FN>
3 Transactions effected at the direction of Duquesne LLC.
</FN>
</TABLE>
