UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
JACK HENRY & ASSOCIATES, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
426281-10-1
(CUSIP Number)
John W. Henry, 663 Highway 60, Monett, Missouri 65708 (417) 235-6652
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 25, 1996
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with the statement ( ). (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
<TABLE>
<S><C>
CUSIP NO. 426281-10-1
(1) Names of Reporting Persons . . . . . . . . . . . . . . . . . John W. Henry
S.S. or I.R.S. Identification Nos. of above persons . . . . . . .
###-##-####
(2) Check the appropriate box if a member of a group (a)
(see instructions)
(b)
(3) SEC use only . . . . . . . . . . . . . . . . . . . . . . . .
(4) Source of funds (see instructions) . . . . . . . . . . . . . N/A
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e).
(6) Citizenship or place of organization . . . . . . . . . . . . United States
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power . . . . . . . . . . . . . . . . . . . . 894,114 which includes 27,031 held in his account under the
Company s ESOP and 180,000 acquirable upon exercise of
outstanding stock options.
(8) Shared voting power . . . . . . . . . . . . . . . . . . . -0-
(9) Sole dispositive power . . . . . . . . . . . . . . . . . . 894,114 which includes 27,031 held in his account under the
Company s ESOP and 180,000 acquirable upon exercise of
outstanding stock options.
(10) Shared dispositive power . . . . . . . . . . . . . . . . -0-
(11) Aggregate amount beneficially owned by each reporting
person. 894,114
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions).
(13) Percent of class represented by amount in Row (11) . . .
7.56%
(14) Type of reporting person
(see instructions). . . . . . . . . . . . . . . . . . . . . . . . IN
CUSIP NO. 426281-10-1
(1) Names of Reporting Persons . . . . . . . . . . . . . . . . . JKHY Partners
S.S. or I.R.S. Identification Nos. of above persons . . . . . . .
(2) Check the appropriate box if a member of a group (a)
(see instructions)
(b)
(3) SEC use only . . . . . . . . . . . . . . . . . . . . . . . .
(4) Source of funds (see instructions) . . . . . . . . . . . . . N/A
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e).
(6) Citizenship or place of organization . . . . . . . . . . . . Missouri
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power . . . . . . . . . . . . . . . . . . . . 1,250,000
(8) Shared voting power . . . . . . . . . . . . . . . . . . . -0-
(9) Sole dispositive power . . . . . . . . . . . . . . . . . . 1,250,000
(10) Shared dispositive power . . . . . . . . . . . . . . . . -0-
(11) Aggregate amount beneficially owned by each reporting 1,250,000
person.
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions).
(13) Percent of class represented by amount in Row (11) . . . . .
10.56%
(14) Type of reporting person (see instructions). . . . . . . . .
PN
CUSIP NO. 426281-10-1
(1) Names of Reporting Persons . . . . . . . . . . . . . . . . . Michael E. Henry
S.S. or I.R.S. Identification Nos. of above persons . . . . . . .
###-##-####
(2) Check the appropriate box if a member of a group (a)
(see instructions)
(b)
(3) SEC use only . . . . . . . . . . . . . . . . . . . . . . . .
(4) Source of funds (see instructions) . . . . . . . . . . . . . N/A
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e).
(6) Citizenship or place of organization . . . . . . . . . . . . United States
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power . . . . . . . . . . . . . . . . . . . . 2,404,752 which includes 24,806 owned individually, 1,250,000
held by JKHY Partners, 950,000 held in trust by Mr. Henry s
mother, 9,946 allocated to his account under the Company s
ESOP and 170,000 acquirable upon exercise of outstanding stock
options.
(8) Shared voting power . . . . . . . . . . . . . . . . . . . -0-
(9) Sole dispositive power . . . . . . . . . . . . . . . . . . 1,454,752 which includes 24,806 owned individually, 1,250,000
held by JKHY Partners, 9,946 allocated to his account under
the Company s ESOP and 170,000 acquirable upon exercise of
outstanding stock options.
(10) Shared dispositive power . . . . . . . . . . . . . . . . 950,000 held in trust by Mr. Henry s mother, Eddina F. Henry.
(11) Aggregate amount beneficially owned by each reporting
person. 2,404,752
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions).
(13) Percent of class represented by amount in Row (11) . . .
20.34%
(14) Type of reporting person
(see instructions). . . . . . . . . . . . . . . . . . . . . . . . IN
CUSIP NO. 426281-10-1
(1) Names of Reporting Persons . . . . . . . . . . . . . . . . . Vicki Jo Henry
S.S. or I.R.S. Identification Nos. of above persons . . . . . . .
###-##-####
(2) Check the appropriate box if a member of a group (a)
(see instructions)
(b)
(3) SEC use only . . . . . . . . . . . . . . . . . . . . . . . .
(4) Source of funds (see instructions) . . . . . . . . . . . . . N/A
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e).
(6) Citizenship or place of organization . . . . . . . . . . . . United States
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power . . . . . . . . . . . . . . . . . . . . -0-
(8) Shared voting power . . . . . . . . . . . . . . . . . . . -0-
(9) Sole dispositive power . . . . . . . . . . . . . . . . . . -0-
(10) Shared dispositive power . . . . . . . . . . . . . . . . -0-
(11) Aggregate amount beneficially owned by each reporting -0-
person.
(12) Check if the aggregate amount in Row (11) excludes certain
shares
(see instructions).
(13) Percent of class represented by amount in Row (11) . . . . .
0%
(14) Type of reporting person
(see instructions). . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>
This statement constitutes Amendment No. 8 to the Schedule 13D, dated June
7, 1991 (the "Schedule 13D"), as amended August 15, 1991, November 14, 1991,
March 3, 1992, December 3, 1992 and December 15, 1993 and December 9, 1994, and
January 12, 1996, previously filed by John W. Henry, JKHY Partners, Michael E.
Henry and Vicki Jo Henry, with respect to the common stock, par value $.01 per
share (the "Common Stock"), of Jack Henry & Associates, Inc. (the "Company")
which maintains its principal executive offices at 663 Highway 60, P.O. Box 807,
Monett, Missouri 65708. Defined terms used herein shall have the same meaning
as ascribed thereto in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
ITEM 1 OF THE SCHEDULE 13D IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
This statement relates to the Common Stock, par value $.01 per share (the
Common Stock ), of Jack Henry & Associates, Inc. (the Company ) which
maintains its principal executive offices at 663 Highway 60, P.O. Box 807,
Monett, Missouri 65708.
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 2 OF THE SCHEDULE 13D IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
This statement is filed jointly by (a) John W. Henry (b) JKHY Partners (the
Partnership ) (c) Michael E. Henry and (d) Vicki Jo Henry.
(a) John W. Henry. John W. Henry is Vice-Chairman of the Board and a
Director of the Company and his business address is the same as the
Company s business address set forth in Item 1 above. His principal
employment is with the Company. He has served in management since
1977, currently as Senior Vice-President.
(b) The Partnership. The Partnership was established in 1991 for
financial and estate planning purposes of the Henry family and its
business address is the same as the Company s business address as set
forth above. Mr. Henry and his children, Michael E. Henry and Vicki
Jo Henry, are General Partners of the Partnership. The organization
of the Partnership could be deemed to have resulted in the formation
of a group for purposes of Section 13(d) of the Securities Exchange
Act of 1934 (the Exchange Act ) among John W. Henry, Michael E. Henry
and Vicki Jo Henry. However, this statement does not constitute an
admission that any such group exists.
(c) Michael E. Henry. Michael E. Henry serves as the Chairman of the
Board and as a Director of the Company. His business address is the
same as the Company s business address set forth above. Michael E.
Henry has served as a Director and Officer of the Company since 1986
and his current principal employment is as Chief Executive Officer of
the Company.
(d) Vicki Jo Henry. Vicki Jo Henry is the co-owner of Group VI Intermedia
which is engaged in the advertising and marketing consulting
business. Her business address at Group VI Intermedia is 6851 S.
Holly Circle, Suite 270, Englewood, Colorado 80112.
During the last five years, neither the Partnership nor any of these
individuals have been convicted in any criminal proceeding, nor have they been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which they were or are subject to a judgment, decree
or final order enjoining the future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws. John W. Henry, Michael E. Henry and Vicki Jo Henry
are all United States citizens.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 4 OF THE SCHEDULE 13D IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
On June 25, 1996, John W. Henry resigned from his position as Managing
Partner of the Partnership. By the terms of the Partnership Agreement, his son
Michael E. Henry became the successor Managing Partner, with the full power to
vote and dispose of the Partnership s shares of Common Stock. In addition, on
June 25, 1996, with the consent of John W. Henry s former spouse and the mother
of Michael E. Henry, Eddina F. Henry, John W. Henry assigned to Michael E. Henry
certain irrevocable proxies with respect to 950,000 shares of Common Stock held
by Eddina F. Henry in trust. These transactions were intended to vest in
Michael E. Henry the voting power associated with the Partnership s and with his
mother s shares of Common Stock.
As a result of the above transactions, Michael E. Henry, the current
Chairman of the Board and Chief Executive Officer of the Company, now controls
voting of 20.34% of the Company s outstanding Common Stock, with corresponding
reductions in the voting power of John W. Henry. John W. Henry may continue to
sell shares of Common Stock from time to time as circumstances dictate. Mr.
Henry may also make further transfers of voting rights with respect to shares
beneficially owned by him to Michael E. Henry.
Michael E. Henry and the Partnership may continue to sell shares of Common
Stock from time to time as circumstances dictate.
Michael E. Henry and John W. Henry currently serve as officers and
directors of the Company and, in such positions, they have the power to
influence the policies of the Company. Each intends to vote his Company stock,
and Michael E. Henry intends to vote shares held by the Partnership and other
shares over which he has voting power, in favor of plans, transactions and
matters which Michael E. Henry and John W. Henry support. In addition, both
John W. Henry and Michael E. Henry, through their positions and Company stock
holdings, may be deemed to exert a controlling influence over the Company.
Other than as described herein, at the present time, none of the persons
filing this statement have any concrete plans nor have they made any formal
proposals relating to the acquisition of additional securities of the Company or
the disposition of securities of the Company. In addition, none of the persons
filing this statement have any plans to alter the Company s current policies and
plans with respect to: any extraordinary corporate transactions, such as
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries; any change in the present Board of Directors or
management of the Company, including any plans or proposals to change the number
or term of Directors or to fill any existing vacancies on the Board; any
material change in the present capitalization or dividend policy of the Company;
any other material change in the Company s business or corporate structure;
changes in the Company s charter, by-laws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company by
any person; causing the Common Stock to cease to be authorized for quotation on
NASDAQ or to be eligible for termination of registration under Section 12 of the
Exchange Act, or any other similar action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5 OF THE SCHEDULE 13D IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
John W. Henry may be deemed to beneficially own a total of 894,114 shares
of Common Stock, representing 7.56% of the outstanding Common Stock; which
includes 687,083 shares (5.84%) held individually, 27,031 shares (less than 1%)
allocated to his account under the ESOP, and 180,000 shares (1.52%) acquirable
upon the exercise of an outstanding stock option. With respect to the ESOP
shares, he has the power to direct the manner in which the trustee of the ESOP
is to vote such shares of Common Stock and, under certain circumstances, to
direct the trustee of the ESOP as to the disposition of such shares of Common
Stock.
The partnership holds 1,250,000 (erroneously reported in Amendment No. 7 to
this Schedule 13D as 1,200,000) shares of Common Stock, representing 10.56% of
the outstanding Company Common Stock. However, after giving effect to the
shares of Common Stock beneficially owned by its partners, the partnership may
be deemed to beneficially own a total of 3,298,866 shares, representing 27.91%
of the outstanding Company Common Stock.
Vicki Jo Henry does not beneficially own any Common Stock in her individual
capacity.
Michael E. Henry beneficially owns a total of 2,404,752 shares of Common
Stock, representing 20.34% of the outstanding Common Stock, over which he has
sole voting power. Included in this amount are 24,806 shares (less than 1%)
owned individually, 9,946 shares (less than 1%) allocated to Michael E. Henry's
account under the Company's ESOP, and 170,000 shares (1.44%) acquirable upon the
exercise of outstanding stock options. He has the power to direct the manner in
which the trustee of the ESOP is to vote such shares of Common Stock and, under
certain circumstances, to direct the trustee of the ESOP as to the disposition
of such shares of Common Stock. Also included in the amount are 1,250,000
shares (10.56%) held by the Partnership and 950,000 shares (8.04%) held in trust
by Mr. Henry s mother, Eddina F. Henry. Under the terms of the Partnership
Agreement, Mr. Henry as successor Managing Partner has sole voting and
dispositive power over the shares of Company stock held by the Partnership.
With respect to the shares held by the Trust, although he has been granted an
irrevocable proxy to vote such shares, beneficial ownership of such shares is
shared with Eddina F. Henry since the Trust has retained dispositive power over
the shares.
Eddina F. Henry resides at 411 Lincoln Road South, Monett, Missouri 65708.
Mrs. Henry is not currently employed. During the last five years, she has not
been convicted in any criminal proceeding, nor has she been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which she was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mrs. Henry is a United States citizen.
Both John W. Henry and Michael E. Henry have continued to sell shares of
Common Stock in occasional open market transactions. Since the filing of the
most recent Amendment to Schedule 13D, Michael E. Henry sold 20,000 shares of
Common Stock on April 19, 1996 at $28.75 per share. He obtained the shares by
exercise of an outstanding stock option. Jack W. Henry sold 25,000 shares of
Common Stock on May 16, 1996 at $32.00 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
ITEM 6 OF THE SCHEDULE 13D IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
John W. Henry, Michael E. Henry, Vicki Jo Henry and JKHY Partners have
executed the Joint Filing Agreement dated July 2nd, 1996 which is attached
hereto as Exhibit A.
John W. Henry, Michael E. Henry and Vicki Jo Henry are all General Partners
in JKHY Partners, a Missouri General Partnership formed pursuant to the Restated
Partnership Agreement dated as of June 12, 1991, a copy of which is attached
hereto as Exhibit B. The Partnership Agreement sets forth the rights and
obligations of the Partners. Jack W. Henry has resigned as Managing Partner and
Michael E. Henry has succeeded him as Managing Partner. As a result, Michael E.
Henry has the right to vote and dispose of the shares of Company Stock held by
the Partnership. Pursuant to the Partnership Agreement and to facilitate the
conduct of Partnership business, the Partners have granted to Michael E. Henry
the Partnership Irrevocable Stock Power dated as of June 25, 1996, attached
hereto as Exhibit C.
Pursuant to an Assignment of Irrevocable Proxy Granting Voting Power dated
June 25, 1996 (attached hereto as Exhibit D), John W. Henry assigned Michael E.
Henry all voting rights with respect to 950,000 shares of the Company Stock,
which rights had originally been granted to John W. Henry pursuant to the
Irrevocable Proxy Granting Voting Power granted to said John W. Henry by Eddina
F. Henry. Eddina F. Henry has consented to this Assignment of Irrevocable
Proxy.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
ITEM 7 OF THE SCHEDULE 13D IS AMENDED BY ADDING THE FOLLOWING THERETO:
None of the following Exhibits have previously been attached to an EDGAR
filing.
A. Joint Filing Agreement, dated July 2, 1996.
B. Restated Partnership Agreement, dated as of June 12, 1991.
C. Partnership Irrevocable Stock Power dated June 25, 1996.
D. Assignment of Irrevocable Proxy Granting Voting Power, dated June 25,
1996.
3. 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.
Date: July _____, 1996 /s/ John W. Henry
John W. Henry
Date: July _____, 1996 /s/ Michael E. Henry
Michael E. Henry
Date: July _____, 1996 /s/ Vicki Jo Henry*
Vicki Jo Henry
Date: July _____, 1996 JKHY PARTNERSHIP
By: /s/ Michael E. Henry
Michael E. Henry, Partner
*By: /s/ Michael E. Henry
Michael E. Henry, Attorney-In-Fact
4. EXHIBIT INDEX
Exhibit Document Page No.
A Joint Filing Agreement, dated July 2, 1996.
B Restated Partnership Agreement, dated as of June 12, 1991.
C Partnership Irrevocable Stock Power,
dated June 25, 1996.
D Assignment of Irrevocable Proxy Granting Voting Power,
dated June 25, 1996.
5. EXHIBIT A
Joint Filing Agreement and Power of Attorney
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of them a
Statement on Schedule 13D (including amendments thereto) with respect to the
Common Stock of Jack Henry & Associates, Inc., and further agree that this Joint
Filing Agreement may be included as an Exhibit to such joint filings. Each of
us hereby constitutes and appoints Michael E. Henry as our true and lawful agent
and attorney-in-fact, with full power of substitution, to prepare, execute and
file on our behalf any such statement and amendments thereto which he may
consider advisable. In evidence thereof the undersigned hereby execute this
Agreement this 2nd day July, 1996.
/s/ John W. Henry
John W. Henry
/s/ Michael E. Henry
Michael E. Henry
/s/ Vicki Jo Henry
Vicki Jo Henry
JKHY PARTNERSHIP
By: /s/ Michael E. Henry
Michael E. Henry, Partner
6. EXHIBIT B
RESTATED
PARTNERSHIP AGREEMENT
THIS AGREEMENT is made and entered into as of the 12th day of June, 1991,
by and between the following parties, which are hereinafter referred to
collectively as Partners and individually as a Partner :
1. John W. Henry;
2. Michael E. Henry; and
3. Vicki J. Henry.
RECITALS
1. The parties hereto do desire to establish a family partnership so as
to join together in the ownership, operation and management of the family
business, to provide an incentive to family members to become active
participants in the family business, and to provide for the preservation and
continuity of the family business.
2. The parties hereto do hereby form with each other a Missouri General
Partnership and each of the Partners named above does hereby agree to become a
partner therein, upon the terms, covenants and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and for other good
and valuable consideration, the receipt and legal sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
THE PARTNERSHIP
SECTION 1.01. FORMATION AND NAME.
(a) The Partners hereby enter into and form a General Partnership
(herein called the Partnership ), for the limited purposes and scope set forth
in this Agreement. The business and affairs of the Partnership shall be
conducted solely under the name JKHY Partners and such name shall be used at all
times in connection with the Partnership s business and affairs.
(b) Except as otherwise provided in this Agreement to the contrary,
the rights and obligations of the Partners and the administration and
termination of the Partnership shall be governed by the Uniform Partnership Act
of the State of Missouri (the Uniform Act ). A Partner s interest in the
Partnership shall be personal property for all purposes. All real and other
property owned by the Partnership shall be deemed owned by the Partnership as an
entity, and no Partner individually shall have any ownership of such property.
No Partner shall have the right to partition any real property of the
Partnership during the term of this Agreement nor shall any Partner make
application to any court or authority having jurisdiction in the matter nor
commence nor prosecute any action or proceeding for partition and the sale
thereof, and upon any breach of the provisions of this paragraph by any Partner,
the other Partners, in addition to all other rights and remedies at law and in
equity they may have, shall be entitled to a decree or order restraining and
enjoining such application, action or proceeding.
SECTION 1.02. PURPOSES AND SCOPE OF THE PARTNERSHIP.
The business of the Partnership shall be the ownership, investment and
management of property of every kind and description, including stocks, and the
management of such other business as the Partners may agree.
SECTION 103. PRINCIPAL PLACE OF BUSINESS.
The principal place of business of the Partnership shall be West Highway
60, P.O. Box 807, Monett, Missouri, or such other place as the Partners shall
agree.
ARTICLE II
MANAGEMENT AND OPERATION
SECTION 2.01. AUTHORITY OF THE MANAGING PARTNER.
The general management and authority over the operation of the Partnership
and the determination of its policies, unless otherwise herein provided, shall
be vested solely in the Managing Partner.
Without in any wise limiting the foregoing general grant of authority, the
Managing Partner is hereby authorized and empowered, without requiring the
signature or concurrence of the other Partners:
(a) To make and execute any and all contracts, deeds, promissory
notes, trust deeds, leases, and to grant easements and licenses for and on
behalf and in the name of the Partnership in connection with the acquisition,
sale, development, transfer, mortgaging or leasing or operation of any or all of
the Partnership property.
(b) To sell, lease, exchange or otherwise deal with any of the
property of the Partnership, at such prices and upon such terms of payment as
the Managing Partner may determine, and to extend, renew, replace or increase
any mortgage or deed of trust encumbering the Partnership property.
(c) To determine the amounts of additional capital contributions
required from time to time from each of the Partners in order for the
Partnership to meet its obligations; to notify the Partners of the amounts and
dates of such required contributions; and to disburse Partnership funds,
including capital contributions, for the purpose of paying Partnership debts and
obligations.
(d) To deposit, withdraw, invest, pay, retain and distribute the
Partnership s funds in any manner consistent with the provisions of this
Agreement.
(e) To bring and defend actions at law or in equity.
(f) To employ or contract with persons or entities in the operation
and management of the assets of the Partnership, including, but not limited to,
accountants, attorneys, architects, engineers, business managers, building
management agents and real estate brokers.
(g) To perform all functions necessary or incidental to the
management of the Partnership assets.
To facilitate the conduct of Partnership business, the Partners hereby
agree to grant the Managing Partner an Irrevocable Stock Power shall be executed
by all of the Partners hereto and annexed to this Partnership Agreement as
EXHIBIT B .
SECTION 2.02. RESTRICTIONS ON AUTHORITY OF MANAGING PARTNER.
In addition to other acts expressly prohibited or restricted by this
Agreement or by law, the Managing Partner is expressly prohibited, without the
approval of the majority in interest of the Partners, from the following:
(a) Doing any act in contravention of this Agreement.
(b) Doing any act which would make it impossible to carry on the
ordinary business of the Partnership.
(c) Confessing a judgment against the Partnership in connection with
any threatened or pending legal action.
(d) Possessing Partnership property or assigning the rights of the
Partnership in specific Partnership property of other than a
Partnership purpose.
(e) Executing any promissory note or other obligation secured by
assets of the Partnership for which any person or entity is
personally liable.
Majority in interest of the Partners, as that term is used herein, shall
mean the affirmative vote of Partners who own Partnership Units which exceed
fifty percent (50%) of the total of Partnership Units owned by all Partners,
regardless of class.
SECTION 2.03. INITIAL MANAGING PARTNER.
It is hereby acknowledged and agreed by the parties that John W. Henry is
appointed and designated Managing Partner to serve throughout the term of the
Partnership unless he dies, resigns or becomes incapacitated, in which case
Michael E. Henry shall become successor Managing Partner. In the event of the
death, resignation or incapacity of Michael E. Henry, a majority in interest of
the Partners shall select the successor Managing Partner.
SECTION 2.04. COMPENSATION OF MANAGING PARTNER.
The Managing Partner shall receive no compensation for services rendered to
the Partnership, but will be reimbursed for ordinary and necessary expenses
incurred in the course of conducting partnership business.
ARTICLE III
PARTNERS, PARTNERSHIP INTERESTS AND CAPITAL CONTRIBUTIONS
SECTION 3.01. CLASSES OF PARTNERS.
There shall be two classes of Partners, Class A Partners and Class B
Partners.
SECTION 3.02. CLASS A PARTNERS.
The Class A Partners and their names and addresses are as follows:
John W. Henry
West Highway 60
P.O. Box 807
Monett, Missouri 65708
Class A Partners shall have an interest in Partnership profits and losses
for tax purposes as described in Sections 4.03 and 4.04. Class A Partners shall
be entitled to receive income distributions as provided in Section 4.05. In the
event of a dissolution, liquidation or winding up of the Partnership, Class A
Partners shall be paid in full to the extent of their initial capital
contribution together with any accumulated unpaid income thereon pursuant to
Section 7.01, before any amount of capital shall be paid to the Class B
Partners, and the Class A Partners shall not share in any further distribution
of the assets of the Partnership. Upon the death of a Class A Partner, such
deceased Partner s estate shall have the option to require that the Partnership
purchase its interest as provided in Section 5.05.
Upon the death of both of the Class A Partners, the Class A Partnership
interest shall be closed, and no new or substitute Class A Partners shall be
admitted to the Partnership.
In the event of any sale, assignment, transfer or other disposition of any
Class A Partnership Units as provided in this Agreement, any and all Class A
Partnership Units so transferred shall be converted to Class B Partnership
Units, and shall be held by the transferee as Class B Units; provided, however,
that this shall not apply to any such Class A Units transferred to John W. Henry
or Eddina F. Henry, or to a trust for the benefit of either of them.
SECTION 3.02. CLASS B. PARTNERS.
The initial Class B Partners and their names and addresses are as follows:
Michael E. Henry
Vicki J. Henry
Class B Partners shall have an interest in Partnership profits and losses
for tax purposes as provided in Sections 4.03 and 4.04 and shall be subordinated
to the Class A Partners in distributions of income and in the event of
dissolution, liquidation or winding up as provided in Section 7.01.
SECTION 3.03. INITIAL CAPITAL CONTRIBUTIONS AND PARTNERSHIP INTEREST.
The Partners shall make an initial capital contribution to the Partnership
of cash or property set forth in Schedule A. The initial capital of the
Partnership shall be divided into equal parts (hereinafter referred to as
Units), each Unit having a value of Five Dollars and Fifty Cents ($5.50).
Partnership interests shall be divided between Class A Partnership Units and
Class B Partnership Units. It is understood and agreed among the Partners that
one Partnership Unit, whether Class A or Class B, shall represent Five Dollars
and Fifty Cents ($5.50) contributed. The Partners shall receive in exchange for
their initial capital contribution the number and class of Units set forth
opposite their names below:
Class A Initial Capital # of Class A
Partner Contribution Partnership Units
John W. Henry $2,175,000 395,454.5
Class B Initial Capital # of Class B
Partners Contribution Partnership Units
Michael E. Henry $ 241,666 43,939.2
Vicki J. Henry $ 241,667 43,939.3
$2,658,333 483,333.0
SECTION 3.04. CAPITAL ACCOUNTS.
All capital contributions made by a Partner shall be credited to that
Partner s capital account. The term capital account with respect to each
Partner shall mean the total capital contribution of the Partner made from time
to time to the Partnership, increased by all profits allocated to such Partner,
decreased by all losses allocated to such Partner, and decreased by all amounts
distributed to such Partner, all as provided herein.
SECTION 3.05. INTEREST AND WITHDRAWAL.
No interest shall be paid by the Partnership on any contribution to the
capital of the Partnership, nor shall any Partner have the right to withdraw his
capital contribution.
SECTION 3.06. NEGATIVE CAPITAL ACCOUNTS.
Any negative capital account shall be treated as a loan from the
Partnership and any negative capital account shall be restored out of any
distribution by the Partnership or termination of the Partnership.
ARTICLE IV
PROFITS, LOSSES & DISTRIBUTIONS.
SECTION 4.01. ACCOUNTING.
The net profits and losses of the Partnership shall be determined on a cash
basis each fiscal year by the accounting methods used for Federal income tax
purposes, in accordance with generally accepted accounting principles, and shall
be allocated among the Partners as provided herein. The term net profits and
losses shall not include any gain or loss on the sale of a capital asset of the
Partnership, which is treated pursuant to Section 4.04 below.
SECTION 4.02. FISCAL YEAR.
The fiscal year of the Partnership shall end on December 31.
SECTION 4.03. ALLOCATION OF NET PROFITS AND LOSSES.
The net profits and losses of the Partnership shall be allocated to the
Partners as follows:
a. The net profits and losses of the Partnership shall first be
allocated to the Class A Partners, until each of the Class A Partners has
received an eight percent (8%) per annum return on their Class A Units;
provided further that such amount shall be cumulative, this is, to the
extent that the net profits of the Partnership are insufficient to pay the
Class A allocation, then such amounts shall be paid from the succeeding
years net profits prior to any future allocated to any Partner.
b. The net profits and losses of the Partnership, if any, remaining
after such initial preferred allocation to the Class A Partners shall be
allocated to the Class B Partners in the proportion which the number of
Units held at that time by each Class B Partner bears to the total number
of Units held at that time by all Class B Partners, regardless of class.
SECTION 4.04. ALLOCATION OF GAIN OR LOSS ON THE SALE OF CAPITAL ASSETS.
In the event of the sale of any capital asset of this Partnership, a
proportionate part of the gain arising from such capital asset shall be
allocated first to the capital account of the Class A and Class B Partners to
the extent of any such Partner s initial capital contribution attributable to
that asset. Any gain in excess of the initial capital contribution of any such
Class A or Class B Partner derived from the contribution of such asset to the
Partnership shall be allocated to the capital account of the Class B Partners in
the proportion which the number of Class B Partnership Units held by each Class
B Partner bears to the aggregate of all Class B Units. Any amount by which the
sale price is less than said initial capital contribution of the Class A Partner
attributable to such asset amount shall be allocated first to the Class B
Partners to the extent of the capital account of each such Class B Partner, and
then such loss shall be allocated to the Class A Partners in the proportion
which the number of Class A Partnership Units held by each Class A Partner bears
to the aggregate of all Class A Partnership Units.
SECTION 4.05. DISTRIBUTIONS TO PARTNERS.
Within 30 days of the close of each calendar month the Partnership shall
distribute the Net Cash Flow of the Partnership for the preceding calendar month
to the Partners, first making the preferred distribution to the Class A
Partners, then making distribution of any remainder of the Class B Partners, all
as set forth in Section 4.03 and 4.04 above.
Net Cash Flow for purposes of this Agreement means the gross income of
the Partnership, computed in accordance with generally accepted cash basis
accounting principles and minus (i) principal and interest payments, as due, on
all mortgages and other secured and unsecured indebtedness, (ii) rental
payments, as due, on all leases of the Partnership, (iii) property replacement
reserves and capital expenditures when made from other than reserves, (iv) any
amount required to maintain a reasonable working capital as determined by the
Managing Partners. The Net Cash Flow of the Partnership shall be determined
separately for each fiscal year. All distributions made within the Partnership
accounting year shall be subject to adjustment by reference to the audit report
for such Partnership accounting year. If any additional amount is to be
distributed by reason of such audit report, such additional amount shall be
deemed a distribution for such Partnership accounting year; and if any excess
amount was distributed during such Partnership accounting year as reflected by
such audit report, the excess amount shall be taken into account in reducing
subsequent distributions.
SECTION 4.06. BOOKS & RECORDS.
The Partnership shall maintain full and accurate books of all receipts and
expenditures, assets and liabilities, profits and losses, and all other records
necessary for recording the Partnership s business and affairs. The
Partnership s books shall be kept at the principal place of business of the
Partnership or such other place as the Partners may designate, and every
Partner, in person or by his duly authorized representatives, shall at all times
have access to and may inspect and copy any of them. The Managing Partners
shall render on demand true and full information of all things affecting the
Partnership to any Partner or the legal representatives of any deceased Partner
or Partner under legal disability. Except as otherwise required by law, no
Partner shall have any right to a formal accounting as to Partnership affairs.
The books and records of the Partnership shall be audited and an annual
financial statement prepared following the close of each fiscal year by an
accountant selected by the Managing Partners, and a copy of such an annual
financial statement shall be delivered to each Partner.
SECTION 4.07. BANK ACCOUNTS.
All funds of the Partnership shall be deposited in the Partnership name in
such bank account or accounts as shall be designated by the Managing Partner.
Withdrawals from any such bank account or accounts shall be by such person or
persons as may be designated by the Managing Partner.
ARTICLE V
TERM AND TERMINATION
SECTION 5.01. TERM.
The Partnership shall continue for a term of fifty years unless sooner
dissolved and liquidated as elsewhere in this Agreement expressly set forth.
SECTION 5.02. WITHDRAWAL.
No Partner may withdraw from the Partnership without the express consent of
all of the other Partners.
SECTION 5.03. INCOMPETENCY.
Upon a Partner being adjudicated incompetent by a court of law, said
Partner s partnership interest shall be held by the estate of such Partner and
shall be voted by the Court-appointed conservator of such Partner.
Notwithstanding this provision for adjudicated incompetency, nothing shall
prevent a Partner who is not already a Trustee from designating a Trustee or
attorney-in-fact to vote said Partner s interest whether due to disability,
incompetency or otherwise.
SECTION 5.04. DEATH.
Upon the death of a Class A Partner, such Partner s personal
representative, or trustee, as the case may be, shall have the right and option,
upon 60 days written notice to the Partnership, to require the Partnership to
purchase and if exercised, the Partnership shall purchase, said deceased
Partner s interest for an amount equal to 100% of said deceased Partner s
initial capital contribution, together with any accumulated but unpaid income on
said Partner s capital account. The purchase price shall be paid, at the option
of the Partnership, in cash or in kind, in one lump sum or in 10 equal annual
installments, evidenced by a promissory note of the Partnership bearing interest
at 1% over the prime rate. Upon the death of a Class B Partner, or upon the
death of a Class A Partner whose personal representative or trustee does not
elect to have the Partnership purchase its interest, the personal representative
or Trustee (whichever is applicable) and thereafter the beneficiaries of such
deceased Partner shall succeed to the interest of the deceased Partner subject
to the terms and conditions contained in this Agreement.
ARTICLE VI
SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION
SECTION 6.01. RESTRICTIONS ON TRANSFER.
No Partner shall sell, convey, transfer, assign, encumber, mortgage, pledge
or create a security interest in all or any of his interest in the Partnership
without the consent of all the Partners, except as provided for herein.
SECTION 6.02. TRANSFER TO FAMILY MEMBER.
A Partner shall have the right, during such Partner s lifetime or at death,
to sell, convey, transfer, assign, or otherwise dispose of his Partnership
interest, or any portion thereof, to any family member or to a then existing
Partner. However, such transferee shall agree in writing to be bound by all of
the obligations and undertakings of the transferor under the terms of this
Agreement and no transfer shall be valid unless and until the transferee shall
execute and deliver such instrument to the Managing Partner. The phrase family
member shall be deemed to be the parent, child(ren), direct descendant of the
Partner, or any trust in which the Partner is the majority beneficial owner; or
in the case of a Partner which is a trust or estate, any beneficiary thereof who
is the parent, child(ren), or direct descendant of the Partner.
SECTION 6.03 FAMILY MEMBER TRANSFEREE AS SUBSTITUTED PARTNER.
In the event a Partnership interest is sold, conveyed, transferred,
assigned or otherwise disposed of to a family member or an existing Partner
pursuant to Section 6.02, the transferee of such interest (hereinafter referred
to as Successor ) shall succeed to such interest as a Successor and substituted
Partner under the Missouri Uniform Partnership Act, it being agreed, in any
event, however, that such Successor shall be required to make additional capital
contributions to the same extent as his predecessor-in-interest would have been
required to make, and such Successor shall agree in writing to be bound as a
Partner pursuant to the provisions of this Agreement, at which time he shall be
deemed to have succeeded his predecessor in interest as a substituted Partner
hereunder.
SECTION 6.04. TRANSFER PURSUANT TO BONA FIDE OFFER.
Except as otherwise permitted in this Agreement, the interest of any
Partner hereunder shall not be sold, conveyed, assigned, transferred or
otherwise disposed of without the written consent of all other Partners pursuant
to a bona fide outside offer. In the event of a bona fide outside offer, the
transferring Partner shall serve notice of his intention to so transfer his
interest to the Partnership and the other Partners. Offer means a written
undertaking of a transferring Partner specifying all of the following:
i. His intention to transfer;
ii. The number of any Partnership Units ( Offered Units ) that he proposes
to transfer;
iii. The name, address and telephone number of the proposed transferee;
iv. The price that the transferee proposes to pay the transferor for each
unit and all other terms and conditions of the proposed transfer; and
v. The undertaking of the transferee that he will execute a counterpart
of this Agreement if the Partnership Units are transferred to him.
Within thirty (30) days after the receipt of the Offer, the Partnership may
purchase all or a portion of the Offered Units at the purchase price per Unit
stated in the Offer. If the Partnership fails to purchase the Offered Units,
then each Partner may, within forty-five (45) days after receipt of the Offer
and at the Purchase Price per Offered Unit stated therein, purchase the number
of the Offered Units that is equivalent to the ratio which his Units bear to the
Units owned by all Partners other than the transferor. If any Partner declines
to purchase any portion of the Offered Units available to him, the other
Partners may purchase the number of the Offered Units that is equivalent to the
ratio which the declining Partner s Units bear to the Units owned by the
Partners purchasing the Offered Units.
If the remaining Partners elect to purchase the Offered Units, the
transferring Partner may transfer the Offered Units to the transferee provided
the transferee executes a copy of this Agreement.
SECTION 6.05. RIGHTS OF TRANSFEREES PURSUANT TO BONA FIDE OFFER.
In the event a Partnership interest is sold, conveyed, transferred or
assigned pursuant to a bona fide offer in accordance with Section 6.04 the
transferee may, upon the written consent of all the remaining Partners, succeed
to the interest of the transferring Partner as a Successor and substituted
Partner under the Missouri Uniform Partnership Act pursuant to the terms of
Section 6.03 above. Any transferee who is not approved by all the remaining
Partners as a substitute Partner shall not be entitled to vote, to interfere
with the business of the Partnership, to require any account of Partnership
transactions or to inspect the Partnership books, being merely entitled to
receive the share of profits and losses to which such transferee s transferor
was entitled.
SECTION 6.06. TRANSFERS IN CONTRAVENTION OF AGREEMENT.
Any sale, pledge, hypothecation, assignment, gift, transfer, mortgage,
conveyance or other disposition of any interest in this Partnership in
contravention of this Agreement, shall be void and of no force or effect.
SECTION 6.07. TRANSFERS CAUSING TERMINATION.
Notwithstanding anything to the contrary herein contained, no interest in
the Partnership may be assigned, hypothecated, pledged, transferred or sold at
any time without being approved by the Partners, if such disposition would be
deemed to result in a termination of the Partnership under Section 708 of the
Internal Revenue Code or under regulations of the Internal Revenue Service.
SECTION 6.08. TRANSFER OF CLASS A PARTNERSHIP UNITS.
With regard to any transfer by gift or other disposition of any Class A
Partnership Units, such Class A Partnership Units and all rights with respect to
income and loss allocations thereto shall be terminated, and each Class A
Partnership Unit so transferred or disposed of shall be converted to a Class B
Partnership Unit. Provided, however, that this paragraph shall not apply to any
Class A Partnership Unit transferred to John W. Henry or Eddina F. Henry, or to
a trust in which either of them is the primary beneficiary.
ARTICLE VII
DISSOLUTION AND LIQUIDATION
SECTION 7.01. DISTRIBUTION ON LIQUIDATION.
Upon dissolution and termination, the Partnership shall commence to wind up
its affairs and distribute its assets. The Partnership shall have full right
and unlimited discretion to determine the time, manner, and terms of any sale or
sales of Partnership assets pursuant to liquidation, having due regard to the
activity and condition of the relevant market and general financial and economic
conditions. Upon Partnership termination, the assets of the Partnership shall
be used or distributed in the following order:
A. To the payment of creditors of the Partnership in order of
priority (excluding any loans or advances by Partners);
B. To the payment of loans made to the Partnership by Partners;
C. To each of the Class A Partners in the amount of their capital
account over and above their initial capital contribution;
D. To each of the Class A Partners in an amount equal to their
initial capital contribution.
E. To the Class B Partners in the proportion which the number of
Class B Partnership Units held by each Class B Partner bears to the aggregate of
all Class B Units.
SECTION 7.02. OBLIGATIONS DURING DISSOLUTION.
If the Partnership shall be dissolved and terminated as in this Agreement
set forth, the affairs of the Partnership shall be wound up, and, during the
winding up period and until such time as the Partnership s interest in the
Property and all of its other property and assets have been sold and the
proceeds therefrom collected and distributed, the obligations of the Partners
and other persons owning an interest in the Partnership shall be governed and
controlled by all of the provisions of this Agreement.
ARTICLE VIII
GENERAL
SECTION 8.01. NOTICES.
A. All notices, demands, requests or consents provided for or
permitted to be given pursuant to this Agreement must be in writing. All
notices, demands and requests to be sent to any Partner pursuant hereto shall be
deemed to have been properly given or served by (i) hand delivering the notice
and obtaining a written receipt therefor or (ii) depositing the same in the
United States mail; addressed to such Partner, postpaid and registered or
certified with return receipt requested, at the address designated below the
signature of such Partner hereinafter set forth.
B. All notices, demands and requests shall be effective upon being (i)
received if hand delivered or (ii) deposited in the United States mail.
Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given, shall be deemed to be receipt of
the notice, demand or request sent.
C. By giving to the other parties at least ten (10) days written notice
thereof, the parties hereto and their respective successors and assigns shall
have the right from time to time and at any time during the term of this
Agreement to change their respective addresses by giving notice to the
Partnership thereof and each shall have the right to specify as its address any
other address.
SECTION 8.02. GOVERNING LAW.
This Agreement and the obligations of the Partners and their successors and
assigns hereunder shall be interpreted, construed and enforced in accordance
with the laws of the State of Missouri.
SECTION 8.03. ENTIRE AGREEMENT.
This Agreement contains the entire agreement between the parties hereto
relative to the formation of the Partnership. No variations, modifications or
changes herein or hereof shall be binding upon any party hereto unless set forth
in a document duly executed by or on behalf of such party.
SECTION 8.04. WAIVER.
No consent or waiver, express or implied, by any Partner to or of any
breach or default by any other Partner in the performance by such other Partner
of its obligations under this Agreement shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by
such other Partner of the same or any other obligations of such Partner
hereunder. Failure on the part of any Partner to complain of any act or failure
to act of any of the other Partners or to declare any of the other Partners in
default, irrespective of how long such failure continues, shall not constitute a
waiver by such Partner of his rights under this Agreement.
SECTION 8.05. SEVERABILITY.
If any provision of this Agreement or the application thereof to any person
or circumstance shall be invalid or unenforceable to any extent, the remainder
of this Agreement and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.
SECTION 8.06. STATUS REPORTS.
Recognizing that each party hereto may find it necessary from time to time
to establish to third parties, such as accountants, banks, mortgagees or the
like, the then current status of performance under this Agreement, each party
agrees, upon the written request of any other party made from time to time, to
furnish promptly a written statement on the status of any matter pertaining to
this Agreement to the best of the knowledge and belief of the party making such
statement.
SECTION 8.07. TERMINOLOGY.
All personal pronouns used in this Agreement, whether used in the
masculine, feminine or neuter gender, shall include all other genders; the
singular shall include the plural, and vice versa. Titles of articles and
sections are for convenience only and neither limit nor amplify the provisions
of the Agreement itself.
SECTION 8.08. BINDING AGREEMENT.
Subject to the restrictions on transfers and encumbrances set forth herein,
this Agreement shall inure to the benefit of and be binding upon the undersigned
Partners and their respective heirs, executors, legal representatives,
successors and assigns. Whenever in this instrument a reference is made to a
party hereto it shall be deemed to include a reference to the heirs, executors,
legal representatives, successors and assigns of such party or Partner.
SECTION 8.09. EQUITABLE REMEDIES.
The rights and remedies of any of the Partners hereunder shall not be
mutually exclusive, i.e., the exercise of one or more of the provisions hereof
shall not preclude the exercise of any other provision hereof. Each of the
Partners confirms that damages at law may be an inadequate remedy for a breach
or threatened breach of this Agreement and agrees that in the event of a breach
or threatened breach of any provision hereof, the respective rights and
obligations hereunder shall be enforceable by specific performance, injunction
or other equitable remedy, but nothing herein contained is intended to, nor
shall it, limit or affect any right or rights at law or by statute or otherwise
of any party aggrieved as against the other for a breach or threatened breach of
any provision hereof, it being the intention hereof to make clear the agreement
of the Partners that the respective rights and obligations of the Partners
hereunder shall be enforceable in equity as well as at law or otherwise.
SECTION 8.10. ATTORNEYS FEES; INDEMNITY; SHARING OF CLAIMS.
(a) In the event of a breach of this Agreement, the breaching party
shall pay to each of the non-breaching parties such parties reasonable
attorneys fees and costs and shall protect, defend and hold the other parties
harmless from any and all claims, actions, damages, liabilities and expenses in
connection with damages incurred by third parties by any unauthorized act or
conduct of such breaching party and from any loss or damage resulting to the
Partnership or the non-breaching party on account of any unauthorized act or
conduct of such breaching party.
(b) If any claim, liability or expense shall be asserted against the
Partnership or any Partner as a result or consequence of the Partnership, or the
operation and conduct of the business of the Partnership, and if the assets of
the Partnership are insufficient to satisfy the same, each Partner shall bear a
share of any such claim, liability or expense in accordance with the ration that
his Partnership Units bear to the aggregate Partnership Units, regardless of
class. Each Partner shall cooperate and consult with the other in defending any
such action and making any settlement or compromise thereof. If any Partner is
required to pay more than his share of a claim against the Partnership, he shall
be entitled to contribution from the other Partners and shall have a prior claim
therefor on such other Partners interests in the Partnership. Notwithstanding
the foregoing, if any claim, liability or expense shall be asserted against the
Partnership or any Partner by reason of the sole negligence of any Partner or an
act or omission by a Partner in violation of this Agreement, then the Partner
committing such negligence or performing such act shall indemnify and save
harmless the Partnership and the other Partners from and against any and all
loss resulting therefrom. The right of contribution and rights of indemnity
contained in this paragraph shall survive and remain in full force and effect
notwithstanding any termination of the Partnership and this Agreement.
SECTION 8.12. COUNTERPARTS.
This Agreement may be executed in counterparts, all of which taken together
shall constitute one instrument.
IN WITNESS WHEREOF, this Agreement is executed effective as of the date
first above written.
__________________________________________
John W. Henry
__________________________________________
Michael E. Henry
__________________________________________
Vicki J. Henry
3.
EXHIBIT C
PARTNERSHIP IRREVOCABLE STOCK POWER
The undersigned, being all of the general partners of JKHY Partners, a
Missouri general partnership (the Partnership ), which Partnership is the
record owner of 1,250,000 shares of the Common Stock, par value $.01 per share
of Jack Henry & Associates, Inc., a Delaware corporation (the Corporation ), do
on behalf of the Partnership hereby appoint Michael E. Henry, of Monett,
Missouri, as the Partnership s proxy to attend all meetings of the stockholders
of the Corporation with full power to vote and act for the Partnership.
Michael E. Henry shall have full power to substitute another person as the
Partnership s proxy and to revoke the appointment of any such substitute proxy.
In addition, to facilitate the conduct of Partnership business, Michael E.
Henry shall have the full power to sell, assign and transfer any and all shares
of the Corporation standing in the name of the Partnership, and to take any
other actions with respect to such shares, with full power of substitution.
This stock power is given to Michael E. Henry as Managing Partner pursuant
to Section 2.01 of the Partnership Agreement dated June 12, 1991, and is
irrevocable by the terms of such Partnership Agreement.
Date: June 25, 1996.
STOCKHOLDER:
JKHY PARTNERS
BY_______________________________________
JACK W. HENRY, GENERAL PARTNER
BY_______________________________________
VICKI JO HENRY, GENERAL PARTNER
BY_______________________________________
MICHAEL W. HENRY, GENERAL PARTNER
4. EXHIBIT D
ASSIGNMENT OF
IRREVOCABLE PROXY GRANTING VOTING POWER
The undersigned John W. Henry hereby assigns to Michael E. Henry all voting
rights with respect to 950,000 shares of Jack Henry & Associates, Inc. arising
under the Irrevocable Proxy Granting Voting Power granted to said John W.
Henry by Eddina F. Henry with respect to shares held by her in trust. This
Assignment shall remain valid and effective for such period as the Irrevocable
Proxy granting voting power remains valid and effective. This Assignment has
been consented to by Eddina F. Henry, as evidenced by the signatures set forth
below.
Signed this 25th day of June, 1996.
__________________________________________
JOHN W. HENRY
Consented and Agreed to as of this 25th day of June, 1996.
__________________________________________
EDDINA F. HENRY
