UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 4, 2005
JOHN H. HARLAND COMPANY
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
(State or Other Jurisdiction of Incorporation)
1-6352 58-0278260
(Commission File Number) (IRS Employer Identification No.)
2939 Miller Road, Decatur, Georgia 30035
(Address of Principal Executive Offices) (Zip Code)
(770) 981-9460
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(C) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On April 5, 2005 John H. Harland Company (the "Company") and Liberty
Enterprises, Inc. ("Liberty") announced the execution of an Agreement and Plan
of Merger, dated as of April 4, 2005 (the "Merger Agreement"), among the
Company, Justice Acquisition Corporation ("Justice"), a wholly-owned subsidiary
of the Company, Liberty, certain shareholders of Liberty and a shareholders'
representative of Liberty. Under the Merger Agreement, Justice will merge with
and into Liberty with Liberty being the surviving corporation and becoming a
wholly-owned subsidiary of the Company (the "Merger").
The Merger consideration to be paid to the shareholders of Liberty is $160
Million in cash plus all cash and cash equivalents held by Liberty as of the
closing date, minus all indebtedness for money borrowed as well as certain
amounts owed by Liberty as of the closing date as a result of the Merger. Of the
Merger consideration, $8 Million will be held in escrow for 18 months from the
closing date to secure certain rights of indemnification in favor of the Company
under the Merger Agreement. In addition, an Internal Revenue Code Section
338(h)(10) election will be made in connection with the Merger, and the Company
will be entitled to indemnification for certain tax losses up to an aggregate of
$40 Million.
The Merger is subject to the approval of the shareholders of Liberty and the
termination of any applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
The foregoing description is qualified in its entirety by reference to the
Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto and is
incorporated into this Item 1.01 by reference.
Item 7.01. Regulation FD Disclosure.
A copy of the joint press release issued by the Company and Liberty announcing
the signing of the Merger Agreement is attached as Exhibit 99.1 and is
incorporated into this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
2.1 Agreement and Plan of Merger, dated as of April 4, 2005,
by and among John H. Harland Company, Justice Acquisition
Corporation, Liberty Enterprises, Inc., the shareholders
of Liberty Enterprises, Inc. named therein and David L.
Copham solely in the capacity as the shareholders'
representative
99.1 Press Release issued April 5, 2005
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JOHN H. HARLAND COMPANY
Date: April 8, 2005 By: /s/ John C. Walters
-----------------------------
John C. Walters
Senior Vice President and
General Counsel
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Exhibit Index
Exhibit Number Description of the Exhibit
2.1 Agreement and Plan of Merger, dated as of April 4, 2005, by
and among John H. Harland Company, Justice Acquisition
Corporation, Liberty Enterprises, Inc., the shareholders
of Liberty Enterprises, Inc. named therein and David L.
Copham solely in the capacity as the shareholders'
representative
99.1 Press Release issued April 5, 2005
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