-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mtti8BpmIVRN2/+qua72RXkXoaoAPH7jbPDi3A46VBLxjzaZvjCaPvScnusPrVxa dpzra6xJ/xdxg6svp5SZ6w== 0000899140-96-000454.txt : 19960921 0000899140-96-000454.hdr.sgml : 19960921 ACCESSION NUMBER: 0000899140-96-000454 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960919 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARLAND JOHN H CO CENTRAL INDEX KEY: 0000045599 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 580278260 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-10916 FILM NUMBER: 96632191 BUSINESS ADDRESS: STREET 1: 2939 MILLER RD CITY: DECATUR STATE: GA ZIP: 30039 BUSINESS PHONE: 7705935448 MAIL ADDRESS: STREET 1: 2939 MILLER RD CITY: DECATUR STATE: GA ZIP: 30039 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D 1 SCHDEULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 JOHN H. HARLAND COMPANY (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 412693103 (CUSIP Number) Daniel Schloendorn Willkie Farr & Gallagher One Citicorp Center New York, New York 10022 (212) 821-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 9, 1996 (Date of Event which Requires Filing 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 [ ]. Check the following box if a fee is being paid with this statement [X]. 2 SCHEDULE 13D CUSIP No. 412693103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George Soros (in his capacity as the sole proprietor of Soros Fund Management) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 1,809,900 8. SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 1,809,900 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,809,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.88% 14. TYPE OF REPORTING PERSON* IA 3 Item 1. Security and Issuer This statement on Schedule 13D (the "Statement") relates to shares of Common Stock, $1.00 par value (the "Common Stock"), of John H. Harland Company, a Georgia corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2939 Miller Road, Decatur, Georgia 30035. This Statement is being filed by the Reporting Person (as defined below) to report recent transactions in the Common Stock as a result of which the Reporting Person may be deemed to be the beneficial owner of in excess of 5% of the outstanding Common Stock. Item 2. Identity and Background This statement is being filed on behalf of Mr. George Soros (the "Reporting Person") in his capacity as the sole proprietor of an investment advisory firm conducting business under the name Soros Fund Management ("SFM"). This Statement relates to Common Stock held for the account of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), with its principal offices at Kaya Flamboyan 9, Curacao, Netherlands Antilles. Quantum Partners has granted investment discretion to SFM pursuant to an investment advisory contract. SFM is a sole proprietorship of which the Reporting Person is the sole proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its sole business is to serve, pursuant to contract, as the principal 4 investment manager to several foreign investment companies, including Quantum Partners. SFM's contract with Quantum Partners generally provides that SFM is responsible for designing and implementing Quantum Partners' overall investment strategy; for conducting direct portfolio management strategies to the extent that SFM determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisors who manage separate portfolios on behalf of Quantum Partners; and for allocating and reallocating Quantum Partners' assets among such other investment advisors and SFM. Pursuant to regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), the Reporting Person (as the sole proprietor and the person ultimately in control of SFM) may be deemed to be a beneficial owner of securities, including the shares of Common Stock reported herein, held for the account of Quantum Partners as a result of the contractual authority of SFM to exercise investment discretion with respect to such securities. The principal occupation of the Reporting Person, a U.S. citizen, is his direction of the activities of SFM, which is carried out in his capacity as the sole proprietor of SFM at SFM's principal office. Information concerning the identity and background of the Managing Directors of SFM is set forth in Annex A hereto and incorporated by reference in response to this Item 2. 5 Stanley F. Druckenmiller, a United States citizen ("Mr. Druckenmiller"), is a Managing Director of SFM at SFM's principal office. In addition, Mr. Druckenmiller owns a 75% interest in and is the sole managing member of Duquesne Capital Management LLC, a Pennsylvania limited liability company ("Duquesne LLC"), an investment advisory firm which is engaged in a variety of direct and indirect investments. Duquesne LLC has its principal offices at 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591. Its principal business is to serve, pursuant to contract, as a discretionary investment advisor to institutional and individual clients. Mr. Druckenmiller has informed the Reporting Person that Duquesne LLC manages a position for its clients representing 185,600 shares of Common Stock. Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, Duquesne LLC, by reason of its investment discretion over the accounts it manages for its clients, and Mr. Druckenmiller, by reason of his ownership interest in and position with Duquesne LLC, may each be deemed to be a beneficial owner of all the securities, including the Common Stock, held by the clients of Duquesne LLC. The Reporting Person and Quantum Partners expressly disclaim beneficial ownership of such shares of Common Stock held by Duquesne LLC or any other shares of Common Stock not directly held for the account of Quantum Partners. During the past five years, none of the Reporting Person or Quantum Partners or, to the knowledge of the Reporting Person, any other person identified in response to this Item 2, 6 has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which such person has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Sources and Amounts of Funds or Other Consideration Quantum Partners expended approximately $8,110,100.00 of its working capital to purchase the Common Stock which is reported in Item 5(c) as having been purchased for its account during the past 60 days. The shares of Common Stock held by Quantum Partners may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in such margin accounts, subject to applicable federal margin regulations, stock exchange rules and the credit policies of such firms. The positions which may be held in the margin accounts, including the Common Stock, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction Quantum Partners acquired for investment purposes all of the Common Stock reported herein. None of Quantum Partners or the Reporting Person, or to the best of the Reporting Person's knowledge, any other person identified in response to Item 2, has 7 any plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange Act. The Reporting Person reserves the right to acquire additional securities of the Issuer, to dispose of such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of its general investment and trading policies, market conditions or other factors. Item 5. Interest in Securities of the Issuer (a) On the date of this Statement, the aggregate number of shares of Common Stock of which the Reporting Person may be deemed to be a beneficial owner is 1,809,900 (approximately 5.88% of the Common Stock outstanding). (b) Pursuant to the terms of the contract between Quantum Partners and SFM, the Reporting Person may be deemed to have sole power to direct the voting and sole power to direct the disposition of securities held for the account of Quantum Partners, including the 1,809,900 shares of Common Stock held for the account of Quantum Partners. The percentages used herein are calculated based upon the 30,781,406 shares of Common Stock stated to be issued and outstanding at July 31, 1996, in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed on August 14, 1996. 8 (c) Except for the transactions listed in Annex B hereto or as otherwise described in this Item 5(c), there have been no transactions with respect to the Common Stock by Quantum Partners or the Reporting Person since July 21, 1996, 60 days prior to the date hereof. (d) No person other than each respective record owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of the shares of Common Stock reported herein, except that the respective partners of Quantum Partners have the right to participate in the receipt of dividends from, or proceeds for the sale of, securities, including the shares of Common Stock held by Quantum Partners, in accordance with their ownership interests in Quantum Partners. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. The Reporting Person does not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. From time to time, Quantum Partners may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time, to the extent permitted by applicable laws, Quantum Partners or 9 other clients of SFM may borrow securities, including the Common Stock, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities. Item 7. Material to be Filed as Exhibits A. Power of Attorney dated April 16, 1996 granted by Mr. George Soros in favor of Sean C. Warren. 10 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. September 19, 1996 GEORGE SOROS By:/s/ Sean C. Warren Name: Sean C. Warren Title: Attorney-in-Fact 11 ANNEX A The following is a list of all of the persons who serve as Managing Directors of Soros Fund Management ("SFM"): Scott K.H. Bessent Walter Burlock Stanley Druckenmiller Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Elizabeth Larson Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM, and each has a business address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106. During the past five years, none of the above-listed persons has been (i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a result of which any such persons has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. 12 Annex B RECENT TRANSACTIONS IN THE COMMON STOCK OF JOHN H. HARLAND COMPANY
Date of Nature of Number of Shares Price Per Share For the Account of: Transaction Transaction - ------------------- ----------- ----------- ---------------- --------------- Quantum Partners LDC 09/06/96 Purchase 11,100 $25.137 09/09/96 Purchase 27,200 26.090 09/09/96 Purchase 20,500 25.838 09/10/96 Purchase 34,900 26.297 09/11/96 Purchase 52,500 26.607 09/12/96 Purchase 39,000 26.560 09/13/96 Purchase 22,500 27.172 09/16/96 Purchase 36,000 27.422 09/17/96 Purchase 39,400 27.310 09/18/96 Purchase 20,200 28.055
EX-24 2 POWER OF ATTORNEY EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of executing in my name, in my personal capacity or in my capacity as sole proprietor of Soros Fund Management, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument this 16th day of April, 1996. /s/ George Soros GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----