<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
January 1, 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 |_|.
Check the following box if a fee is being paid with the statement |_|.** (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
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.
Continued on following page(s)
Page 1 of 18 Pages
Exhibit Index: Page 15
<PAGE>2
- ------------------------
* Initial filing with respect to Soros Fund Management LLC, Duquesne
Capital Management LLC and Mr. Stanley F. Druckenmiller.
** 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>3
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 1,809,900
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,809,900
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,856,600(1)
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
6.01%
14 Type of Reporting Person*
OO, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------
1. See Item 5.
<PAGE>4
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 1,809,900
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,809,900
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,856,600(1)
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
6.01%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------
1. See Item 5.
<PAGE>5
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 185,600
Shares
Beneficially 8 Shared Voting Power
Owned By 1,809,900
Each
Reporting 9 Sole Dispositive Power
Person 185,600
With
10 Shared Dispositive Power
1,809,900
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,042,200(1)
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
6.61%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------
1. See Item 5.
<PAGE>6
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 185,600
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 185,600
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
185,600
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
0.60%
14 Type of Reporting Person*
OO, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>7
This Amendment No. 1 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. 1 supplementally amends the initial
statement on Schedule 13D dated September 19, 1996 (the "Initial Statement")
filed by one of the Reporting Persons (as defined herein). This Amendment No. 1
is being filed by the Reporting Persons to report the transfer of the
investment advisory contracts between (i) Soros Fund Management ("SFM") and
Quantum Fund N.V., a Netherlands Antilles company ("Quantum Fund"), whose
principal operating subsidiary is Quantum Partners LDC, a Cayman Islands
exempted limited duration company ("Quantum Partners"), and (ii) SFM and Quota
Fund N.V., a Netherlands Antilles company ("Quota"). SFM was granted investment
discretion over portfolio investments, including the Shares, held for the
accounts of Quantum Partners and Quota pursuant to these investment advisory
contracts. The investment advisory contracts have been transferred from SFM to
Soros Fund Management LLC ("SFM LLC"), a newly formed Delaware limited
liability company. Capitalized terms used herein but not defined shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. Identity and Background.
This statement is being filed on behalf of SFM LLC, Mr.
George Soros ("Mr. Soros") and Mr. Stanley F. Druckenmiller ("Mr.
Druckenmiller," and together with SFM LLC and Mr. Soros, the "Reporting
Persons"). This statement relates to Shares held for the accounts of Quantum
Partners, Quota and the Duquesne LLC Clients (as defined herein).
Effective as of January 1, 1997, SFM, a sole proprietorship
of which Mr. Soros is the sole proprietor, transferred its investment advisory
contracts with Quantum Fund and Quota to SFM LLC as part of a restructuring of
the business of SFM, which will now be conducted through SFM LLC. SFM LLC has
its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York
10106. Its principal business is to serve, pursuant to contract, as the
principal investment manager to several foreign investment companies (the "SFM
Clients"), including Quantum Fund, Quantum Partners and Quota. Each of Quantum
Fund, Quantum Partners and Quota has its principal office at Kaya Flamboyan 9,
Willemstad, Curacao, Netherlands Antilles. SFM LLC's contracts with SFM Clients
generally provide that SFM LLC is responsible for designing and implementing
the SFM Clients' overall investment strategies; for conducting direct portfolio
management strategies to the extent that SFM LLC 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 SFM Clients; and for allocating and
reallocating the SFM Clients' assets among the outside managers and itself.
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.
<PAGE>8
The principal occupation of Mr. Soros, a United States
citizen, is his direction of the activities of SFM LLC, which is carried out in
his capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United
States citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office. Mr. Druckenmiller also owns a 75% interest in, and is the sole managing
member of, Duquesne Capital Management, L.L.C., 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 a limited number of institutional clients
(the "Duquesne LLC Clients").
Pursuant to regulations promulgated under Section 13(d) of
the Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may
be deemed a beneficial owner of securities, including the Shares, held for the
accounts of Quantum Partners and Quota as a result of the contractual authority
of SFM LLC to exercise voting and dispositive power with respect to such
securities.
In addition, pursuant to regulations promulgated under
Section 13(d) of the Act, Mr. Druckenmiller may be deemed a beneficial owner of
securities, including the Shares, held for the account of Duquesne LLC as a
result of the contractual authority of Mr. Druckenmiller to exercise voting and
dispositive power with respect to such securities.
During the past five years, none of the Reporting Persons,
Quantum Partners, Quota and, to the best of the Reporting Persons' knowledge,
any other person identified in response to this Item 2, has been (a) convicted
in a criminal proceeding, or (b) a party to any civil proceeding as a result of
which he 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. Source and Amount of Funds or Other Consideration.
SFM, on behalf of Quota, has granted investment discretion
over certain funds of Quota to Discovery Management, L.P. ("Discovery
Management"), the general partner of which is Smith and Summers LLC, pursuant
to an investment advisory contract between Quota and Discovery Management (the
"Discovery Management Contract"). The shares reported herein as being held for
the account of Quota were acquired at the direction of Discovery Management.
Discovery Management has informed the Reporting Persons that it has not
expended any funds it manages for Quota to purchase the Shares acquired for the
account of Quota during the 60 days prior to the date hereof.
The securities held for the accounts of Quantum Partners,
Quota, other SFM Clients and/or the Duquesne LLC Clients may be held through
margin accounts maintained with brokers, which extend margin credit as and when
required to open or carry positions in its margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firm's
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
<PAGE>9
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for
or disposed of from the account of Quantum Partners, Quota and/or the Duquesne
LLC Clients were acquired or disposed of for investment purposes. None of
Quantum Partners, Quota, the Reporting Persons nor, to the best of their
knowledge, any of the other individuals identified in response to Item 2, has
any plans or proposals that relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
SFM LLC, Mr. Soros and Mr. Druckenmiller reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
dispose of, or cause to be disposed, 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 general investment and
trading policies of SFM Clients, market conditions or other factors.
Similarly, Mr. Druckenmiller and Duquesne LLC reserve the
right to acquire, or cause to be acquired, additional securities of the Issuer,
to dispose of, or cause to be disposed, 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 general investment and
trading policies of Duquesne LLC Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of SFM LLC and Mr. Soros may be deemed the
beneficial owner of 1,856,600 Shares (approximately 6.03% of the total number
of Shares outstanding). This number consists of (A) 1,809,900 Shares held for
the account of Quantum Partners, and (B) 46,700 Shares held for the account of
Quota at Discovery Management.
(ii) Mr. Druckenmiller may be deemed the
beneficial owner of 2,042,200 Shares (approximately 6.63% of the total
number of Shares outstanding). The number consists of (A) 1,809,900 Shares held
for the account of Quantum Partners, (B) 46,700 Shares held for the account of
Quota at Discovery Management, and (C) 185,600 Shares held for the accounts of
the Duquesne LLC Clients.
(iii) As a result of the assignment of the investment
advisory contract between SFM and Quota to SFM LLC, SFM LLC may be deemed to
have the ability to terminate the Discovery Management Contract within 60 days
with respect to all investments made for the account of Quota at the direction
of Discovery Management, including but not limited to those involving the
Shares, and to acquire the voting and dispositive power held by Discovery
Management with respect to the Shares. Accordingly, notwithstanding that
neither SFM LLC, Mr. Soros or Mr. Druckenmiller currently exercises voting or
dispositive power over such Shares, SFM LLC, Mr. Soros and Mr. Druckenmiller
may be deemed to be the beneficial owner of 46,700 Shares held for the account
of Quota (approximately 0.15% of the total number of outstanding Shares).
(iv) Duquesne LLC may be deemed the beneficial owner
of the 185,600 Shares held for the accounts of the Duquesne LLC Clients
(approximately 0.60% of the total number of Shares outstanding).
<PAGE>10
(b) (i) Pursuant to the terms of the contracts
between Quantum Fund and SFM LLC and Quota 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
1,856,600 Shares held for the accounts of Quantum Partners and Quota.
(ii) The power to direct the voting and
disposition of the 46,700 Shares held for the account of Quota currently is
vested in Discovery Management pursuant to the Discovery Management Contract.
SFM LLC has the contractual authority on behalf of Quota to terminate the
Discovery Management Contract within 60 days and, as a result, SFM LLC, Mr.
Soros and Mr. Druckenmiller may be deemed to have the ability to acquire
voting and dispositive power held by Discovery Management with respect to such
46,700 Shares.
(iii) As a result of the contracts between
Duquesne and the Duquesne LLC Clients, and as a result of the position held by
Mr. Druckenmiller with Duquesne LLC, each of Duquesne LLC and Mr. Druckenmiller
may be deemed to have the sole power to direct the voting and disposition of
the 185,600 Shares presently held for the accounts of Duquesne LLC Clients.
(c) Except as disclosed in Item 2 hereof, which is
incorporated by reference in this Item 5, there have been no transactions
effected with respect to the Shares since November 2, 1996 (60 days prior to
the date hereof) by any of the Reporting Persons, Quantum Partners, Quota or
the Duquesne LLC Clients.
(d) (i) The shareholders of Quantum Partners and Quota
have the right to participate in the receipt of dividends from, or proceeds
from the sale of, securities, including the Shares, held for the respective
accounts of Quantum Partners and Quota in accordance with their ownership
interests in Quantum Partners and Quota.
(ii) The Duquesne LLC Clients have the right
to participate in the receipt of dividends from, or proceeds from the sale
of, securities (including the Shares) in accordance with their advisory
contracts with Duquesne LLC.
(e) Not applicable.
Each of SFM LLC and Mr. Soros expressly disclaims beneficial
ownership of any Shares not held directly for the accounts of the SFM Clients.
Duquesne LLC expressly disclaims beneficial ownership of any Shares not held
directly for the accounts of the Duquesne LLC Clients.
Item 6. Contracts, Arrangements, Understandings in Relationship with Respect
to Securities of the Issuer.
From time to time, each of the Reporting Persons, Quantum
Partners, Quota, other SFM Clients and/or Duquesne LLC Clients 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, each of the Reporting Persons, Quantum Partners, Quota, other
SFM Clients and/or Duquesne LLC Clients may borrow securities, including the
Shares, for the purpose of effecting, and may effect, short
<PAGE>11
sale transactions, and may purchase securities for the purpose of closing out
short positions in such securities.
Except as disclosed above the Reporting Persons and the SFM
Clients do not have any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer.
<PAGE>12
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.
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.
C. Joint Filing Agreement dated January 1, 1997 by and
among SFM LLC, Mr. Soros, Mr. Druckenmiller and Duquesne Capital Management,
L.L.C.
<PAGE>13
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: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /s/ Sean C. Warren
Sean C. Warren
Managing Director
GEORGE SOROS
By: /s/ Sean C. Warren
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /s/ Sean C. Warren
Sean C. Warren
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Michael A. Shay
Michael A. Shay
Vice President
<PAGE>14
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
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.
<PAGE>15
EXHIBIT INDEX
Page No.
- --------
A. Power of Attorney dated as of January 1, 1997 granted by Mr. George
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus
B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley
F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C.
Neus
C. Joint Filing Agreement dated January 1, 1997 by and among Soros Fund
Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller and
Duquesne Capital Management, L.L.C.
<PAGE>
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney in fact for the purpose of executing in my name, (a) in
my personal capacity or (b) in my capacity as Chairman of, member of or in
other capacities with Soros Fund Management LLC, 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 as of the 1st day of
January, 1997.
/s/ George Soros
GEORGE SOROS
<PAGE>
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney in fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC,
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 as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
STANLEY F. DRUCKENMILLER
<PAGE>
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Common Stock of John H. Harland Company dated January
1, 1997 is, and any amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Dated as of: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /s/ Sean C. Warren
Sean C. Warren
Managing Director
GEORGE SOROS
By: /s/ Sean C. Warren
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /s/ Sean C. Warren
Sean C. Warren
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Michael A. Shay
Michael A. Shay
Vice President
0212781.04
