HARTE HANKS COMMUNICATIONS INC
SC 13G/A, 1997-02-14
MISCELLANEOUS PUBLISHING
Previous: HARTE HANKS COMMUNICATIONS INC, SC 13D, 1997-02-14
Next: HARVARD INDUSTRIES INC, 10-Q, 1997-02-14



<PAGE>   1
                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549




                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934

                               (Amendment No. 3)*

                        HARTE-HANKS COMMUNICATIONS, INC.
                    ------------------------------------------
                                (Name of Issuer)

                    Common Stock, Par Value $1.00 Per Share
                    ------------------------------------------
                         (Title of Class of Securities)

                                   416196103
                    ------------------------------------------
                                 (CUSIP Number)


*The remainder of this cover page shall be filled 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 in 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 ("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).

<PAGE>   2
CUSIP No. 416196103                      13G                  Page 2 of 6 Pages



- - --------------------------------------------------------------------------------
 1    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Houston H. Harte
- - --------------------------------------------------------------------------------
 2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       
                                                             (a) /  /
                                                             (b) /  /
      Not Applicable
- - --------------------------------------------------------------------------------
 3    SEC USE ONLY



- - --------------------------------------------------------------------------------
 4    CITIZENSHIP OR PLACE OF ORGANIZATION

      United States Citizen
- - --------------------------------------------------------------------------------
                               5     SOLE VOTING POWER

          NUMBER OF            
                                     4,885,301
           SHARES              -------------------------------------------------
                               6     SHARED VOTING POWER
        BENEFICIALLY           
                               
          OWNED BY                   1,500,000
                               ------------------------------------------------
            EACH               7     SOLE DISPOSITIVE POWER
                    
          REPORTING 
                                     4,885,301
           PERSON              ------------------------------------------------
                               8     SHARED DISPOSITIVE POWER                  
            WITH    
                                     
                                     1,500,000
- - ------------------------------------------------------------------------------- 
 9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


      6,385,301
- - --------------------------------------------------------------------------------
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


      17.4%
- - --------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON*


      IN
- - --------------------------------------------------------------------------------



                     *SEE INSTRUCTION BEFORE FILLING OUT!


                              Page 2 of 6 pages

<PAGE>   3

        INSTRUCTIONS FOR SCHEDULE 13G

Instructions for Cover Page

(1)     Names and Social Security Numbers of Reporting Persons - Furnish the 
        full legal name of each person for whom the report is filed - i.e.,
        each person required to sign the schedule itself - including each
        member of a group.  Do not include the name of a person required to be
        identified in the report but who is not a reporting person.  Reporting
        persons are also requested to furnish their Social Security or I.R.S.
        identification numbers, although disclosure of such numbers is
        voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
        SCHEDULE 13G," below).

(2)     If any of the shares beneficially owned by a reporting person are held
        as a member of a group and such membership is expressly affirmed,
        please check row 2(a).  If the membership in a group is disclaimed or
        the reporting person describes a relationship with other persons but
        does not affirm the existence of a group, please check row 2(b) [unless
        a joint filing pursuant to Rule 13d-1(f)(1) in which case it may not be
        necessary to check row 2(b)].

(3)     The third row is for SEC internal use; please leave blank.  

(4)     Citizenship or Place of Organization - Furnish citizenship if
        the named reporting person is a natural person.  Otherwise, furnish
        place of organization.

(5)-(9), (11)   Aggregate Amount Beneficially Owned By Each Reporting
        Person, Etc. - Rows (5) through (9) inclusive, and (11) are to be
        completed in accordance with the provisions of Item 4 of Schedule 13G. 
        All percentages are to be rounded off to the nearest tenth (one place
        after decimal point).

(10)    Check if the aggregate amount reported as beneficially owned in row (9)
        does not include shares as to which beneficial ownership is disclaimed
        pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange
        Act of 1934.

(12)    Type of Reporting Person#Please classify each "reporting person"
        according to the following breakdown (see Item 3 of Schedule 13G) and
        place the appropriate symbol on the form:

<TABLE>
<CAPTION>
                Category                                Symbol
<S>                                                     <C>
Broker Dealer                                           BD
Bank                                                    BK
Insurance Company                                       IC
Investment Company                                      IV
Investment Adviser                                      IA
Employee Benefit Plan, Pension Fund,                    EP
or Endowment Fund                                       
Parent Holding Company                                  HC
Corporation                                             CO
Partnership                                             PN
Individual                                              IN
Other                                                   OO
</TABLE>

<PAGE>   4


Notes:

        Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
        Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s).  This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item.  Moreover, such a use of a cover page item will result in
the item becoming a part of the schedule and accordingly being considered as
#filed# for purposes of Section 18 of the Securities Exchange Act or otherwise
subject to the liabilities of that section of the Act.
        Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission#s regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

        Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
        Disclosure of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of
which is voluntary.  The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of certain
equity securities.  This statement will be made a matter of public record.
Therefore, any information given will be available for inspection by any member
of the public.
        Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions.  Social Security
or I.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
        Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S.  identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.

                            GENERAL INSTRUCTIONS

A.      Statements containing the information required by this schedule shall
        be filed not later than February 14 following the calendar year covered
        by the statement or within the time specified in Rule 13d-1(b)(2), if 
        applicable.

B.      Information contained in a form which is required to be filed by rules
        under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as 
        that covered by a statement on this schedule may be incorporated by 
        reference in response to any of the items of this schedule.  If such 
        information is incorporated by reference in this schedule, copies of 
        the relevant pages of such form shall be filed as an exhibit to this 
        schedule.
<PAGE>   5

C.      The item numbers and captions of the items shall be included but the 
        text of the items is to be omitted.  The answers to the items shall be 
        so prepared as to indicate clearly the coverage of the items without 
        referring to the text of the items. Answer every item.  If an item is
        inapplicable or the answer is in the negative, so state.

ITEM 1.
(a)     Name of Issuer

                HARTE-HANKS COMMUNICATIONS, INC.

(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

                HOUSTON H. HARTE

(b)     Address of Principal Business Office or, if none, Residence

                P.O. BOX 17424, SAN ANTONIO, TEXAS 78217-0424

(c)     Citizenship

                UNITED STATES CITIZEN

(d)     Title of Class of Securities

                COMMON STOCK, PAR VALUE $1.00 PER SHARE

(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:  6,385,301

(b)     Percent of Class:   17.4%

(c)     Number of shares as to which such person has:

        (i)     sole power to vote or to direct the vote: 4,885,301
        (ii)    shared power to vote or to direct the vote:  1,500,000
        (iii)   sole power to dispose or to direct the disposition of: 4,885,301
        (iv)    shared power to dispose or to direct the disposition of: 
                1,500,000
<PAGE>   6

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

        Not Applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

        The reporting person is co-trustee of four trusts owning an aggregate
of 1,500,000 shares.  Each of the co-trustees 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
accordance with the relevant trust agreement.

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 purposes or effect.

                                   SIGNATURE

        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/ Houston H. Harte
                                     --------------------
                                     Houston H. Harte

                                Date:  February 14, 1997


                              Page 6 of 6 pages




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission