ITEM 1. BUSINESS AND ITEM 2.
ITEM 3. LEGAL PROCEEDINGS
The Company from time to time becomes involved in various claims and lawsuits incidental to its businesses, including defamation actions. In the opinion of management, after consultation with counsel, any ultimate liability arising out of currently pending claims and lawsuits will not have a material effect on the financial condition or operations of the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Incorporated herein by reference from the Company's Annual Report to Stockholders for the year ended December 31, 1996 at page 32.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference from the Company's Annual Report to Stockholders for the year ended December 31, 1996 at page 30.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Incorporated herein by reference from the Company's Annual Report to Stockholders for the year ended December 31, 1996 at pages 13 through 18.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information is set forth in the Company's Annual Report to Stockholders for the year ended December 31, 1996, which is incorporated herein by reference: All Consolidated Financial Statements (pages 19 through 22); all Notes to Consolidated Financial Statements (pages 23 through 29); and the Independent Auditors' Report (page 31). With the exception of the information herein expressly incorporated by reference, the Company's Annual Report to Stockholders for the year ended December 31, 1996 is not deemed filed as part of this Annual Report on Form 10-K.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 10.
ITEM 10. MANAGEMENT
Incorporated herein by reference from the information in the Company's definitive proxy statement dated March 28, 1997 for the May 6, 1997 Annual Meeting of Stockholders under the caption "Management -- Directors and Executive Officers on pages 4 and 5.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference from the information in the Company's definitive proxy statement dated March 28, 1997 for the May 6, 1997 Annual Meeting of the Stockholders under the caption, "Executive Compensation and Other Information" on pages 6 through 9.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference from the information in the Company's definitive proxy statement dated March 28, 1997 for the May 6, 1997 Annual Meeting of Stockholders under the caption "Security Ownership of Management and Principal Stockholders" on pages 3 and 4.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) The following consolidated financial statements are incorporated by reference from the Company's Annual Report to Stockholders for the year ended December 31, 1996 attached hereto:
Consolidated Balance Sheets, December 31, 1996 and 1995
Consolidated Statements of Operations, Years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows, Years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity, Years ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a) (2) The following accountants' report and financial schedule for years ending December 31, 1996, 1995 and 1994 are submitted herewith:
Independent Auditors' Report 10-K Schedule
Schedule VIII -- Valuation and Qualifying Accounts
All other schedules are omitted as the required information is inapplicable.
(a) (3) EXHIBITS
(a) (3) EXHIBITS (continued)
(a) (3) EXHIBITS (continued)
(a) (3) EXHIBITS (continued)
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*Filed herewith
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (continued)
14(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the fourth quarter of 1996.
14(c) Exhibits -- The response to this portion of item 14 is submitted as a separate section of this report on pages 28 to 51.
14(d) Financial Statement Schedule -- The response to this portion of Item 14 is submitted as a separate section of this report on page 27.
The agreements set forth above describe the contents of certain exhibits thereunto which are not included. However, such exhibits will be furnished to the Commission upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Harte-Hanks Communications, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HARTE-HANKS COMMUNICATIONS, INC.
By: /s/ Larry Franklin ----------------------------------- Larry Franklin President & Chief Executive Officer
Date: March 24, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated.
/s/ Houston H. Harte /s/ Dr. Peter T. Flawn - --------------------------------- --------------------------------- Houston H. Harte, Chairman Dr. Peter T. Flawn, Director
/s/ Larry Franklin /s/ Christopher M. Harte - --------------------------------- --------------------------------- Larry Franklin, Director Christopher M. Harte, Director
/s/ Edward H. Harte /s/ James L. Johnson - --------------------------------- --------------------------------- Edward H. Harte, Director James L. Johnson, Director
/s/ Richard M. Hochhauser /s/ David L. Copeland - --------------------------------- --------------------------------- Richard M. Hochhauser, Director David L. Copeland, Director
INDEPENDENT AUDITORS' REPORT 10-K SCHEDULES
The Board of Directors and Stockholders Harte-Hanks Communications, Inc.:
Under date of January 24, 1997, we reported on the consolidated balance sheets of Harte-Hanks Communications, Inc. and subsidiaries as of December 31, 1996 and 1995 and the related consolidated statements of operations, cash flows and stockholders' equity for each of the years in the three-year period ended December 31, 1996, as contained in the 1996 annual report to stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year 1996. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedule as listed in Item 14(a)(2). This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
/s/ KPMG Peat Marwick LLP
San Antonio, Texas January 24, 1997
Harte-Hanks Communications, Inc. and Subsidiaries
Financial Statement Schedules
Schedule VIII Valuation and Qualifying Accounts
(in thousands)
EXHIBIT INDEX
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*Filed herewith