<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934 (Amendment No. 1)*
HARTE-HANKS COMMUNICATIONS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
416196103
(CUSIP Number)
Check the following box if a fee is being paid with this 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.)
* The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended ("Act"), or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
Page 1 of 5
<PAGE> 2
CUSIP N0. 416196103 SCHEDULE 13G PAGE 2 OF 5 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Larry Franklin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. Citizenship or Place of Organization
United States Citizen
NUMBER OF SHARES 5. SOLE VOTING POWER
920,100
BENEFICIALLY 6. SHARED VOTING POWER
240,000
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
920,100
REPORTING PERSON 8. SHARED DISPOSITIVE POWER
240,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,160,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
* [ ]
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12. TYPE OF REPORTING PERSON
IN
*See Instructions Before Filling Out!
Page 2 of 5
<PAGE> 3
SCHEDULE 13G
Item 1(a). Name of Issuer: Harte-Hanks Communications, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
200 Concord Plaza Drive, Suite 800
San Antonio, Texas 78216
Item 2(a). Name of Person Filing: Larry Franklin
Item 2(b). Address of Principal Business Office or, if none,
residence:
P.O. Box 269
San Antonio, Texas 78291-0269
Item 2(c). Citizenship: United States Citizen
Item 2(d). Title of Class of Securities: Common Stock, par value
$1.00 per share
Item 2(e). CUSIP Number: 416196103
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d
-2(b), check whether the person filing is a: Not
Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,160,100
(b) Percent of Class: 6.3%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
920,100
(ii) Shared power to vote or to direct the vote:
240,000
(iii) Sole power to dispose or to direct the
disposition of:
920,100
(iv) Shared power to dispose or to direct the
disposition of:
240,000
Page 3 of 5
<PAGE> 4
SCHEDULE 13G
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following ( ).
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The reporting person is the trustee of two trusts owning an aggregate
of 40,000 shares for the benefit of his children. As trustee, the
reporting person has the power to direct the receipt of dividends
from or the proceeds from the sale of such shares pursuant to the
relevant trust agreement. The beneficiary of each trust has the
right to receive dividends from or the proceeds from the sale of
securities held in the trust in accordance with the relevant trust
agreement.
The beneficial ownership of the reporting person also reflects
240,000 shares owned directly by four additional trusts. The
reporting person serves as co-trustee with respect to each of these
trusts and he holds shared voting and dispositive power. The
reporting person has no pecuniary interest in these trusts.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
Page 4 of 5
<PAGE> 5
SCHEDULE 13G
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
By: /s/Larry Franklin
-------------------------
Larry Franklin
Date: February 14, 1995
Page 5 of 5
