UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~July 3~~December 26, 2006

JOHN H. HARLAND COMPANY

(Exact name of registrant as specified in its charter)

Georgia	1-06352	58-0278260
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)

2939 Miller Road
Decatur, Georgia		30035
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (770) 981-9460

Not ~~Applicable~~ ~~(Former Name or Former Address, if Changed Since Last Report)~~ 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 1.01.~~x ~~Entry~~Soliciting material ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~ under the Exchange Act (17 CFR 240.14a-12)

~~Entry~~o Pre-commencement ~~into~~communications apursuant ~~New~~to ~~Credit~~Rule ~~Agreement~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Ono Pre-commencement ~~July 3,~~communications ~~2006,~~pursuant ~~John~~to H.Rule ~~Harland Company~~ 13e-4(~~the “Company”~~c) ~~entered~~under ~~into a new Credit Agreement (~~the ~~“Credit Agreement”) among the Company, as Borrower, the Lenders from time to time parties~~Exchange ~~thereto~~Act ~~and~~(17 ~~Wachovia~~CFR ~~Bank, National Association, as Administrative Agent~~240. ~~The Credit Agreement provides for a new senior credit facility in the aggregate principal amount of $450 million. The facility consists of:~~ 13e-4(c))

	•		a $362.5 million five year senior revolving credit facility with a $25 million swingline and a $20 million letter of credit sub-facility, and
	•		an $87.5 five year senior term loan.

Item 8.01. Other Events.

InOn ~~addition~~December 27, 2006, the ~~Credit~~Company ~~Agreement~~will ~~provides~~distribute ~~for future increases (subject to certain conditions and~~via ~~requirements)~~email to the ~~revolving~~employee ~~credit~~communication ~~facility~~attached inhereto anas ~~aggregate~~Exhibit ~~principal amount of up to $75 million~~99.1, ~~The~~which ~~proceeds are to be used to refinance existing debt and to finance working capital~~is ~~needs,~~incorporated ~~permitted~~herein ~~acquisitions,~~by ~~capital expenditures and for other general corporate purposes~~reference.

~~The~~Important ~~interest~~Additional ~~rate~~Information ~~for~~Will ~~borrowings~~Be ~~under~~Filed ~~the~~with ~~Credit Agreement is set from time to time at~~ the ~~Company’s~~ ~~option (subject to certain conditions set forth in the Credit Agreement) at:~~ SEC

	•		the Base Rate, which is the higher of (a) the prime lending rate of the Administrative Agent and (b) the Federal Funds Rate plus 0.50%, or
	•		LIBOR, as adjusted, plus an applicable margin based on a Leverage Ratio (as defined in the Credit Agreement), with the margins ranging from 0.35% to 1.0%;

In connection with the proposed merger of H Acquisition Corp., a wholly-owned subsidiary of M & F Worldwide Corp., with and into the Company and the required shareholder approval, the Company will file a proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC, at its website at www.sec.gov. In addition, the documents filed by the Company with the SEC may be obtained free of charge by contacting the Company at: John H. Harland Company, Attn: Henry R. Bond, Vice President, Investor Relations, Box 105250, Atlanta, Georgia 30348; Telephone: 770-593-5697. The Company’s filings with the SEC are also available on the Company’s website at www.harland.net.

~~provided~~The ~~that,~~Company ~~loans~~and ~~under~~its ~~the~~officers ~~swingline~~and ~~sub-facility~~directors ~~bear~~may ~~interest~~be deemed atto be participants in the ~~Base~~solicitation ~~Rate~~of orproxies ~~such~~from ~~other~~the Company’s ~~interest~~shareholders ~~rate~~with ~~agreed~~respect ~~between~~to the Merger. Information about the Company’s executive officers and directors and their ownership of the ~~swingline~~Company’s ~~lender~~shares is set forth in the proxy statement for the Company’s 2006 annual meeting of shareholders, which was filed with the SEC on March 27, 2006. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the Company and its respective executive officers and directors in the proposed merger by reading the preliminary and definitive proxy statements regarding the proposed merger, which will be filed with the SEC.

~~The~~Item ~~Credit~~9.01. ~~Agreement~~Financial ~~contains~~Statements ~~covenants which, among other things, restrict the Company’s ability,~~ and ~~that of its restricted subsidiaries, to:~~ Exhibits.

• incur additional indebtedness; • create liens on its assets; • consolidate, merge or otherwise liquidate or dissolve; • make certain investments or acquisitions; • pay dividends or make any other restricted payments; • sell or otherwise dispose of assets; and • enter into transactions with its affiliates(d) Exhibits.

~~The Credit Agreement also contains financial covenants, including (a) a Leverage Ratio (Consolidated Total Debt to Consolidated EBITDA) at the end of each fiscal quarter of no greater than 3~~99.~~00 to~~ 1~~.00~~ ~~and~~Senior ~~(b) a~~Management ~~Fixed~~Incentive ~~Charge~~Plan ~~Coverage~~Participants ~~Ratio~~Q&A ~~(Consolidated~~dated ~~EBITDAR~~December to26, ~~Consolidated Fixed Charges) at the end of each fiscal quarter of not less than 2.50 to 1.00.~~ 2006

~~The Company’s failure to comply with any of these covenants is an event of default under the Credit Agreement. Other events of default include:~~ SIGNATURES

•Pursuant ~~the Company’s failure~~ to ~~pay principal on~~ the ~~loans~~requirements ~~when due and payable, or its failure to pay interest on the loans or to pay certain fees and expenses and the lapse~~ of ~~specified grace periods; •~~ the ~~Company’s~~Securities Exchange ~~failure~~Act ~~to satisfy certain reporting requirements or other covenants or obligations and, in the case~~ of ~~certain covenants and obligations~~1934, the ~~lapse~~Registrant ofhas ~~specified~~duly ~~grace~~caused ~~and~~this ~~cure~~report ~~periods;~~to •be asigned on ~~breach~~its orbehalf ~~default~~ by the ~~Company~~undersigned orhereunto ~~its~~duly subsidiaries on the payment of, or other event of default under, indebtedness in an aggregate amount greater than $10 million; • certain bankruptcy or insolvency events; • certain ERISA events or judgments in an aggregate amount greater than $10 million; and • the occurrence of a change of control (as defined in the Credit Agreement)authorized.

The Credit Agreement is guaranteed by each of the Company’s wholly-owned, domestic subsidiaries (other than permitted securitization subsidiaries).

	JOHN H. HARLAND COMPANY
	(Registrant)

Date: December 26, 2006
	By:	/s/ Philip A. Theodore
		Philip A. Theodore
		Senior Vice President and General
		Counsel

~~The Company generally may voluntarily pre-pay the amounts outstanding under the Credit Agreement, in whole or in part, without premium or penalty (other than LIBOR breakage amounts).~~ 3

~~On July 3, 2006, the Company drew down approximately $183 million under the revolving~~Exhibit ~~facility.~~ Index

~~The~~99.1 ~~Company~~Senior ~~used~~Management ~~the~~Incentive ~~proceeds~~Plan ~~from~~Participants ~~the~~Q&A ~~revolving facility and the term loan to repay outstanding borrowings and fees of approximately $271 million under its former Amended and Restated Credit Agreement,~~ dated ~~February 4,~~December ~~2004~~26, ~~among the Company, the lenders named therein and SunTrust Bank (the “Former Credit Agreement”). The Former Credit Agreement was terminated effective July 3,~~ 2006.

The foregoing description of the Credit Agreement is a general description only and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. 4

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 related to the Former Credit Agreement is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 related to the Credit Agreement is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

The following exhibit is filed herewith:

10.1 Credit Agreement dated July 3, 2006, among John H. Harland Company as Borrower, the Lenders from time to time party thereto and Wachovia Bank, National Association, as Administrative Agent

SIGNATURE

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
		(Registrant)
Date: July 10, 2006
		By:	/s/ John C. Walters
			John C. Walters Senior Vice President

Exhibit Index

10.1 Credit Agreement dated July 3, 2006, among John H. Harland Company as Borrower, the Lenders from time to time party thereto and Wachovia Bank, National Association, as Administrative Agent

Filing Compare · HARLAND JOHN H CO