SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2)*
Harte-Hanks, Inc.
(Name of Issuer)
Common Stock, $1 par value per share
(Title of Class of Securities)
416196103
(CUSIP Number)
December 31, 2008
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 9 Pages)
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*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for 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).
CUSIP No. 416196103 13G/A Page 2 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
GOLDENTREE ASSET MANAGEMENT LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,135,681
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,135,681
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,135,681
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.79%
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(12) TYPE OF REPORTING PERSON **
IA
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 416196103 13G/A Page 3 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
GOLDENTREE ASSET MANAGEMENT LLC
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,135,681
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,135,681
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,135,681
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.79%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 416196103 13G/A Page 4 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
STEVEN A. TANANBAUM
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,135,681
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,135,681
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,135,681
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.79%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 416196103 13G/A Page 5 of 9 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Harte-Hanks, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive office is located at 200 Concord Plaza
Drive, San Antonio, TX 78216
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) GoldenTree Asset Management LP, a Delaware limited Partnership
registered as an investment adviser with the U.S. Securities
and Exchange Commission (the "Investment Manager"), which
serves as the investment manager of certain investment funds
(the "Funds"), with respect to shares of Common Stock (as
defined in Item 2(d) below) held in such Funds' respective
accounts;
(ii) GoldenTree Asset Management LLC, a Delaware limited liability
company ("IMGP"), which serves as the general partner of the
Investment Manager, with respect to shares of Common Stock (as
defined in Item 2(d) below) held in the Funds' respective
accounts;
(iii) Mr. Steven A. Tananbaum ("Mr. Tananbaum"), who serves as the
managing member of IMGP with respect to the shares of Common
Stock (as defined in Item 2(d) below) held in the Funds'
Respective accounts.
The Investment Manager, IMGP and Mr. Tananbaum are hereinafter sometimes
collectively referred to as the "Reporting Persons." Any disclosures herein with
respect to persons other than the Reporting Persons are made on information and
belief after making inquiry to the appropriate party.
CUSIP No. 416196103 13G/A Page 6 of 9 Pages
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is 300
Park Avenue, 21st Floor, New York, N.Y. 10022.
Item 2(c). Citizenship:
The Investment Manager and IMGP are organized under the laws of the State
of Delaware. Mr. Tananbaum is a citizen of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, $1 par value per share (the "Common Stock")
Item 2(e). CUSIP Number:
416196103
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [X] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No. 416196103 13G/A Page 7 of 9 Pages
Item 4. Ownership.
A. GoldenTree Asset Management LP
(a) Amount beneficially owned: 1,135,681
(b) Percent of class: 1.79%
The percentages used herein and in the rest of this Schedule 13G
are calculated based upon the 63,305,445 shares of Common Stock
issued and outstanding as of October 31, 2008 as reflected in the
Company's Form 10-Q for the quarterly period ended September 30,
2008.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,135,681
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the
disposition: 1,135,681
B. GoldenTree Asset Management LLC
(a) Amount beneficially owned: 1,135,681
(b) Percent of class: 1.79%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,135,681
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the
disposition: 1,135,681
C. Steven A. Tananbaum
(a) Amount beneficially owned: 1,135,681
(b) Percent of class: 1.79%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,135,681
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the
disposition: 1,135,681
CUSIP No. 416196103 13G/A Page 8 of 9 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below we certify that, to the best of our knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
CUSIP No. 416196103 13G/A Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
DATED: February 6, 2009
/s/ Steven A. Tananbaum
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Steven A. Tananbaum, individually and as
senior managing member of GoldenTree Asset
Management GP, LLC for itself and as the
general partner of GoldenTree Asset
Management LP