<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 2)
Harte-Hanks Communications, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $1.00
- --------------------------------------------------------------------------------
(Title of Class of Securities)
416196103
-------------------------------------------
(CUSIP Number)
David L. Copeland
Sipco, Inc.
Post Office Box 2791
Abilene, Texas 79604
(915) 676-7724
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 22, 1998
------------------------------------------------------------------------
(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 [ ].
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 pages)
(Page 1 of 5 pages)
- ---------------
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
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 purposes 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
SCHEDULE 13D
<TABLE>
<CAPTION>
- -------------------------------------------------- ------------------------------------------------
<S> <C>
CUSIP NO. 416196 10 3 PAGE 2 OF 6 PAGES
- ------ --------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Andrew B. Shelton Revocable Trust
- ------ --------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------ --------------------------------------------------------------------------------------------------------------
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) [ ]
Not Applicable.
- ------ --------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- ------------------ ------ -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES
3,328,848
------ -------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None.
------ -------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,328,848
------ -------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None.
- ------ --------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,328,848
- ------ --------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ------ --------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.06%
- ------ --------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- ------ --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the
common stock, $1.00 par value (the "Common Stock") of Harte-Hanks
Communications, Inc., a Delaware corporation (the "Issuer"), the
principal executive offices of which are located at 200 Concord Plaza
Drive, Suite 800, San Antonio, Texas 78216.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c), (f) The Andrew B. Shelton Revocable Trust (the
"Trust") is an intervivos trust that was established under the
laws of the State of Texas for the benefit of certain family
members of Andrew B. Shelton and such other persons in
accordance with the terms of Mr. Shelton's Last Will and
Testament. The initial Trustee and Settlor with full power of
revocation and substitution was Andrew B. Shelton. Upon the
death of Mr. Shelton on January 16, 1997, the Trust became
irrevocable. The successor trustee is: David L. Copeland, a
United States citizen, whose principal occupation is President
of Sipco, Inc., and whose business address is 1052 North Fifth
Street, Suite 101 Abilene, Texas 79601.
(d)-(e) Neither the Trust nor David Copeland has, during the
last five years, been (i) convicted in a criminal proceeding
or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
law or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable. During Mr. Shelton's life, he reported the
shares held by the Trust in his individual capacity. Upon his death the
Trust is irrevocable and the shares are now being reported as
beneficially owned by the Trust and David Copeland by virtue of his
appointment as successor trustee.
ITEM 4. PURPOSE OF TRANSACTION
4(a) Not applicable.
Neither the Trust nor Mr. Copeland as trustee has any present
plans or proposals which relate to or would result in the occurrence of
the events described in Items 4(b) - 4(j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Trust beneficially owns 3,328,848 shares of the Common
Stock, which represents approximately 9.06% of the outstanding
Issuer Common Stock.
<PAGE> 4
(b) Mr. Copeland as Trustee exercises has sole voting and
dispositive power with respect to the trust shares of the
Issuer Common Stock; provided that the dispositive power is
exercised in accordance with the terms of the Trust.
(c) On January 22, 1998, the following shares were given as gifts
by the Trust to the parties indicated below:
<TABLE>
<CAPTION>
Name Shares
---- ------
<S> <C> <C>
1. David L. Copeland, Trustee for the Rudy 100,000
W. Shelton Marital Trust
2. David L. Copeland, Trustee for the 30,000
Deborah Caudle Trust
3. David L. Copeland, Trustee for the 30,000
Deana Rainey Rudolph Trust
4. David L. Copeland, Trustee for the Gary 30,000
Southard Trust
5. David L. Copeland, Trustee for the 50,000
Albert R. Tucker Trust
6. David L. Copeland, Trustee for the 50,000
Thomas A. Tucker Trust
7. David L. Copeland, Trustee for the John 50,000
Robert Tucker Trust
8. Michael A. Watson 10,000
</TABLE>
(d) None.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
David L. Copeland serves as successor trustee of the Andrew B.
Shelton Revocable Trust.
To the best knowledge of the undersigned, there are no other
contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Issuer, including
but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option agreement, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
<PAGE> 5
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.
Dated as of February 12, 1998 Andrew B. Shelton Revocable Trust
By: /s/ David Copeland
---------------------------
David Copeland
as Trustee
