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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
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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):
May 22, 1997 (May 16, 1997)
Harte-Hanks Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-7120 74-1677284
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State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation
200 Concord Plaze Drive, San Antonio, Texas 78216
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (210) 829-9000
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ITEM 5. OTHER EVENTS
On May 16, 1997, Harte-Hanks Communications, Inc. (the "Company") entered into
an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") to
sell to the E.W. Scripps Company ("Scripps") the Company's newspaper operations
and KENS-TV, the CBS Affiliate for San Antonio. The Merger Agreement calls for a
"Morris Trust" transaction. Immediately prior to the sale of Scripps, the
Company will spin-off to its stockholders a new holding company bearing the
Company name and comprising its direct marketing and shopper businesses.
The Company has the right to terminate the Morris Trust form of transaction at
any time through December 31, 1997 through December 31, 1997, in which case
Scripps, pursuant to an Acquisition Agreement entered into by the Company and
Scripps, dated as of May 16, 1997 (the "Acquisition Agreement") would acquire
the Company's newspaper operations, KENS-TV and KENS-AM directly for a cash
price of $775 million. If the tax status of Morris Trust transactions remains
unclear at December 31, 1997, the parties will terminate the Morris Trust
transaction and proceed with the cash transaction. However, if it is clear at
December 31, 1997 that the Morris Trust transactions can be done, the parties
will terminate the cash transaction and proceed with the Morris Trust
transaction.
The Registrant's press release dated May 19, 1997, which more fully describes
the above events, is attached hereto as Exhibit 20.1, and is incorporated in its
entirety herein by reference. See "Index to Exhibits."
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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 hereto duly authorized.
Date: May 22, 1997
HARTE-HANKS COMMUNICATIONS, INC.
By: /s/ DONALD R. CREWS
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Name: Donald R. Crews, Senior Vice-President
Legal
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INDEX TO EXHIBITS
Sequentially
Description of Exhibit Numbered Page
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2.1 Agreement and plan of Merger and Reorganization, --
dated as of May 16, 1997, by and between The E.W.
Scripps Company and Harte-Hanks Communications, Inc.
2.2 Acquisition Agreement, dated as of May 16, 1997, by --
and between the E.W. Scripps Compamy and Harte-Hanks
Communications, Inc.
21.2 Press release dated May 19, 1997 --
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