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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______________) *
CARREKER-ANTINORI, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
144433 10 9
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
* 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 the purpose 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).
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CUSIP No. 144433 10 9
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY) J. D. Carreker, Jr.
2) CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
(SEE INSTRUCTIONS)
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF
ORGANIZATION United States
NUMBER OF (5) SOLE VOTING POWER 3,695,495
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SHARES (6) SHARED VOTING
BENEFICIALLY POWER 699,776
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OWNED (7) SOLE DISPOSITIVE
BY EACH POWER 3,695,495
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REPORTING (8) SHARED DISPOSITIVE
PERSON WITH POWER 699,776
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,395,271
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) / /
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 23.71%
12) TYPE OF REPORTING PERSON IN
(SEE INSTRUCTIONS)
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ITEM 1.
(a) NAME OF ISSUER:
CARREKER-ANTINORI, INC.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4055 VALLEY VIEW LANE, SUITE 1000
DALLAS, TEXAS 75244
ITEM 2.
(a) NAME OF PERSON FILING:
J. D. CARREKER, JR.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
4055 Valley View Lane
Suite 1000
Dallas, Texas 75244
RESIDENCE:
(c) CITIZENSHIP:
United States
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
(e) CUSIP NO:
144433 10 9
ITEM 3. IF THIS STATEMENTS IS FILED PURSUANT TO RULE 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 (15 U.S.C. 80a-8).
(e) [ ] Investment adviser registered in accordance with
section 240.13d-1(b)(1)(ii)(E).
(f) [ ] Employee benefit plan or endowment fund in accordance
with section 240.13d-1(b)(1)(ii)(F).
(g) [ ] Parent holding company, in accordance with Section
240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
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ITEM 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 4,395,271
(b) PERCENT OF CLASS: 23.71%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
3,695,495
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
699,776
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
3,695,495
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
699,776
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 person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
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:
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
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ITEM 10. CERTIFICATION:
(a) The following certification shall be included if the statement is filed
pursuant to section 240.13d-(1)(b):
By signing below I certify that, to the best of my 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.
(b) The following certification shall be included if the statement is filed
pursuant to section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
February 14, 2000
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Signature
J. D. Carreker, Jr./Chairman, CEO
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Printed Name
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