UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Amendment No. 3
Under the Securities Exchange Act of 1934
Harte-Hanks Communications, Inc.
---------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
-----------------------------------------------
(Title of Class of Securities)
416196 10 3
----------------------
(CUSIP Number)
Check the following box if a fee is being paid with this
statement. [ ]
Page 1 of 12 Pages
<PAGE>
CUSIP NO. 416196 10 3 13G
-----------
1. Name of Reporting Person Train, Smith Counsel
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of New York
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,084,686
with
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,556,761
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,556,761
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented
by Amount in Row 9 7.0%
12. Type of Reporting Person
IA
Page 2 of 12 Pages
<PAGE>
CUSIP No. 416196 10 3 13G
-----------
1. Name of Reporting Person F. Randall Smith
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of United States
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,084,686
with
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,556,761
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,556,761
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented
by Amount in Row 9 7.0%
12. Type of Reporting Person
IN
Page 3 of 12 Pages
<PAGE>
CUSIP No. 416196 10 3 13G
-----------
1. Name of Reporting Person Henry D. Babcock
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of United States
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,084,686
with
(7) Sole Dispositive Power
2,556,761
(8) Shared Dispositive
Power
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,556,761
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented
by Amount in Row 9 7.0%
12. Type of Reporting Person
IN
Page 4 of 12 Pages
<PAGE>
CUSIP No. 416196 10 3 13G
-----------
1. Name of Reporting Person Concord International
S.S. or I.R.S. Identifica- Investment Group, L.P.
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of Delaware
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,084,686
with
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,556,761
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,556,761
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented
by Amount in Row 9 7.0%
12. Type of Reporting Person
PN
Page 5 of 12 Pages
<PAGE>
CUSIP No. 416196 10 3 13G
-----------
1. Name of Reporting Person T.K. International
S.S. or I.R.S. Identifica- Corporation
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of Delaware
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,084,686
with
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,556,761
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,556,761
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented
by Amount in Row 9 7.0%
12. Type of Reporting Person
CO
Page 6 of 12 Pages
<PAGE>
CUSIP No. 416196 10 3 13G
-----------
1. Name of Reporting Person Mohamed S. Younes
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group
(b)
3. S.E.C. Use Only
4. Citizenship or Place of United States
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,084,686
with
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,556,761
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,556,761
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented
by Amount in Row 9 7.0%
12. Type of Reporting Person
IN
Page 7 of 12 Pages
<PAGE>
Item 1(a) Name of Issuer:
Harte-Hanks Communications, Inc. (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
200 Concord Plaza Drive
San Antonio, TX 78216
Item 2(a) Name of Person Filing:
This Statement is being filed by:
(i) Train, Smith Counsel, a New York general
partnership and an Investment Adviser
registered under the Investment Advisers
Act of 1940 ("TSC");
(ii) Messrs. F. Randall Smith, Henry D.
Babcock and Concord International
Investments Group, L.P. a Delaware
Limited Partnership ("Concord"), the
general partners of TSC who, for
purposes of the Securities Exchange Act
of 1934, as amended (the "Act") are
deemed to control TSC;
(iii) T.K. International Corporation, a
Delaware Corporation ("TK"), the sole
general partner of Concord, which, for
purposes of the Act, is deemed to control
Concord; and
(iv) Mr. Mohamed S. Younes, the majority
shareholder of TK (all such persons in
(i) through (iv) being hereinafter
referred to as the "Reporting Persons").
Item 2(b) Address of Principal Business Office:
The address of the principal business office of each of the Reporting
Persons is 667 Madison Avenue, New York, NY 10021.
Item 2(c) Citizenship:
See Item 4 of the cover pages attached hereto.
Item 2(d) Title of Class of Securities:
Page 8 of 12 Pages
<PAGE>
Common Stock, par value $1.00 per share (the "Common Stock")
Item 2(e) CUSIP Number:
416196 10 3
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) ( ) Broker or Dealer registered under
Section 15 of the Act
(b) ( ) Bank as defined in Section 3(a)(6) of
the Act
(c) ( ) Insurance Company as defined in
Section 3(a)(19) of the Act
(d) ( ) Investment Company registered under
Section 8 of the Investment Company Act
(e) (X) Investment Adviser registered under
Section 203 of the Investment Advisers
Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund
which is subject to the provisions of
the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see
ss. 140.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance
withss. 240.13d-1(b)(ii)(G)
(h) ( ) Group, in accordance with
ss. 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership:
As of December 31, 1996, TSC was the beneficial owner of 2,556,761
shares of Common Stock (the "TSC Shares").
Concord and Messrs. Smith and Babcock, through their deemed control
(for purposes of the Act) of TSC, TK through its deemed control (for
purposes of the Act) of Concord and Mr. Younes through his control of
TK, are deemed to beneficially own all of the TSC Shares.
Page 9 of 12 Pages
<PAGE>
The TSC Shares constitute 7.0% of the outstanding shares of Common
Stock based on 36,593,336 shares of Common Stock outstanding as of
September 30, 1996 as reported by the Issuer.
All of the Reporting Persons share the power to dispose and to direct
the disposition of the TSC Shares.
All of the Reporting Persons share the power to vote and to direct the
vote of 2,084,686 of such shares and as to the remaining 472,075 TSC
Shares, certain clients of TSC have sole power to vote and to direct
the vote of such shares.
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:
Not applicable.
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 we certify that, to the best of our 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.
Page 10 of 12 Pages
<PAGE>
Signatures
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
Date: February 7, 1997
Train, Smith Counsel
By: /s/ John H. Rogicki
------------------------
Name: John H. Rogicki
Title: Chief Operating
Officer
/s/ F. Randall Smith
----------------------------
F. Randall Smith
/s/ Henry D. Babcock
----------------------------
Henry D. Babcock
Page 11 of 12 Pages
<PAGE>
Signatures
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
Date: February 7, 1997
CONCORD INTERNATIONAL
INVESTMENTS GROUP, L.P.
By: T.K. International
Corporation,
General Partner
By: /s/ Mohamed S. Younes
------------------------
Name: Mohamed S. Younes
Title: President
T.K. INTERNATIONAL CORPORATION
By: /s/ Mohamed S. Younes
------------------------
Name: Mohamed S. Younes
Title: President
/s/ Mohamed S. Younes
----------------------------
Mohamed S. Younes
Page 12 of 12 Pages
