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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 30, 1996
Harte Hanks Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-7120 76-1677284
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(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation)
200 Concord Plaza Drive, Suite 800, San Antonio, Texas 78216
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(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code:
(210) 829-9000
Page 1 of 5 sequentially numbered pages. The Index to Exhibits is located on
sequentially numbered page 5.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
GENERAL. On April 30, 1996, Harte-Hanks Communications, Inc.
("Harte-Hanks") completed the acquisition of DiMark, Inc., a New Jersey
corporation ("DiMark"). The transaction was effected by a statutory merger of
HHD Acquisition Corp., a New Jersey corporation and wholly-owned subsidiary of
Harte-Hanks ("Newco"), with and into DiMark (the "Merger"), and was consummated
pursuant to an Agreement and Plan of Merger, dated February 4, 1996 (the
"Merger Agreement"), among Harte-Hanks, DiMark and Newco.
DESCRIPTION OF TRANSACTION. Pursuant to the Merger Agreement, and as a
result of the approval by Harte-Hanks' stockholders of the issuance of shares
of Harte-Hanks Common Stock in the Merger, each DiMark stockholder will receive
.656 of a share of Common Stock, $1.00 par value per share, of Harte-Hanks (the
"Exchange Ratio") in exchange for each whole share of DiMark Common Stock. The
Exchange Ratio was determined by dividing $15.00, which was the value per share
placed on the DiMark Common Stock, by the closing price of Harte-Hanks Common
Stock on the day preceding the date the Merger was publicly announced. Each
former DiMark stockholder shall be paid an amount in cash (without interest) in
lieu of fractional shares at the rate of $23.625 per Harte-Hanks share.
Harte-Hanks has agreed to assume each unexpired and unexercised DiMark option
or warrant at the effective time of the Merger, subject to the Exchange Ratio
and governed by the same terms and conditions as the DiMark options and
warrants. In addition, $6.5 million was paid in consideration for the
termination of former employment agreements, the signing of new post-merger
employment agreements and covenants not to solicit employees or compete for the
direct marketing business of Harte-Hanks. Such payments were made by
Harte-Hanks out of its working capital.
The consideration was determined by arms-length negotiations between
representatives of Harte-Hanks and DiMark based on factors such as (i)
discussions with the respective financial advisors to Harte-Hanks and DiMark;
(ii) the financial condition, results of operations and cash flows of
Harte-Hanks and DiMark, both on an historical and a prospective basis; and
(iii) historical market prices and trading information with respect to
Harte-Hanks and DiMark Common Stock, all as more fully disclosed in the Joint
Proxy Statement/Prospectus dated March 29, 1996.
Harte-Hanks' stockholders approved the issuance of shares of Harte-Hanks
Common Stock pursuant to the Merger Agreement at the annual meeting held on
April 30, 1996. Such approval was required by Harte-Hanks' listing agreement
with the New York Stock Exchange. DiMark's shareholders approved the Merger
and the Merger Agreement at a special meeting held on April 29, 1996
Prior to the Merger, DiMark, through its wholly-owned subsidiaries, owned
plant, equipment and other physical property devoted principally to the design
and printing of materials for the direct marketing field. Harte-Hanks intends
to continue to devote such assets to these purposes.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired. (incorporated by reference
to Harte-Hanks' Registration Statement on Form S-4, Registration No. 333-2074).
Report of Independent Auditors
Balance Sheets as of February 28, 1994 and 1995
Statements of Operations for years ended February 28, 1993, 1994 and
1995
Statements of Cash Flows for years ended February 28, 1993, 1994 and
1995
Notes to Financial Statements
Unaudited Balance Sheet for the quarter ended November 30, 1995
(b) Pro Forma Financial Information (incorporated by reference to
Harte-Hanks' Registration Statement on Form S-4, Registration No.
333-2074).
Harte-Hanks Unaudited Pro Forma Condensed Balance Sheet as of
December 31, 1995
Harte-Hanks Unaudited Pro Forma Condensed Statements of
Operations for the years ended December 31, 1993,
1994 and 1995
Notes to Harte-Hanks Unaudited Pro Forma Condensed Financial
Information
Harte-Hanks Unaudited Adjusted Pro Forma Condensed Balance
Sheet as of December 31, 1995
Harte-Hanks Unaudited Adjusted Pro Form Condensed Statement
of Operations as of December 31, 1995
Notes to Harte-Hanks Unaudited Pro Forma Adjusted Condensed
Financial Information
(c) Exhibits
2 Agreement and Plan of Merger, dated as of February 4,
1996, among Harte-Hanks Communications, Inc., HHD
Acquisition Corp. and DiMark, Inc. (incorporated by
reference to Appendix A to Harte-Hanks' Registration
Statement on Form S-4, Registration No. 333-2074).
99.1 Financial Statements of Business Acquired.
(incorporated by reference to Appendix A to Harte-
Hanks' Registration Statement on Form S-4,
Registration No. 333-2074).
99.2 Pro Forma Financial Information. (incorporated by
reference to Appendix A to Harte-Hanks' Registration
Statement on Form S-4, Registration No. 333-2074).
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SIGNATURE
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.
HARTE-HANKS COMMUNICATIONS, INC.
Date: May 14, 1996 By: /s/ Richard L. Ritchie
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Richard L. Ritchie, Senior Vice
President, Finance, Chief Financial
and Accounting Officer
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INDEX TO EXHIBITS
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Exhibit Number Description
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2 Agreement and Plan of Merger, dated as of February 4, 1996, among Harte-Hanks
Communications, Inc., HHD Acquisition Corp. and DiMark, Inc. (incorporated by reference
to Appendix A to Harte-Hanks' Registration Statement on Form S-4, Registration No. 333-
2074).
99.1 Financial Statements of Business Acquired. (incorporated by reference to Appendix A to
Harte-Hanks' Registration Statement on Form S-4, Registration No. 333-2074).
99.2 Pro Forma Financial Information. (incorporated by reference to Appendix A to Harte-Hanks'
Registration Statement on Form S-4, Registration No. 333-2074).
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