UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
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)
November 29, 1995
(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 (X).
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).
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<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 . . . . . . . . . . . . . . . . . . . . 3,032,725 which includes 26,642 held in his
account under the Company s ESOP, 1,200,000
held by JKHY Partners, 950,000 held in trust by
former spouse and 144,000 acquirable upon
exercise of an outstanding stock option.
(8) Shared voting power . . . . . . . . . . . . . . . . . . . -0-
(9) Sole dispositive power . . . . . . . . . . . . . . . . . . 2,082,725 which includes 26,642 held in his
account under the Company's ESOP, 1,200,000
held by JKHY Partners and 144,000 acquirable
upon exercise of an outstanding stock option
(10) Shared dispositive power . . . . . . . . . . . . . . . . -0-
(11) Aggregate amount beneficially owned by each reporting
person. 3,032,725
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions).
(13) Percent of class represented by amount in Row (11) . . . . .
25.51%
(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 . . . . . . . . . . . . . . . . . . . . 1,200,000
(8) Shared voting power . . . . . . . . . . . . . . . . . . . -0-
(9) Sole dispositive power . . . . . . . . . . . . . . . . . . 1,200,000
(10) Shared dispositive power . . . . . . . . . . . . . . . . -0-
(11) Aggregate amount beneficially owned by each reporting 1,200,000
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) . . . . . 10.22%
(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 . . . . . . . . . . . . . . . . . . . . 134,145 which includes 19,339 allocated to his
account under the Company s ESOP and
90,000 acquirable upon exercise of an
outstanding stock option
(8) Shared voting power . . . . . . . . . . . . . . . . . . . -0-
(9) Sole dispositive power . . . . . . . . . . . . . . . . . . 134,145 which includes 19,339 allocated to his
account under the Company s ESOP and
90,000 acquirable upon exercise of an
outstanding stock option
(10) Shared dispositive power . . . . . . . . . . . . . . . . -0-
(11) Aggregate amount beneficially owned by each reporting
person. 134,145
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions).
(13) Percent of class represented by amount in Row (11) . . . . .
1.13%
(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. 7 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,
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 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5 OF THE SCHEDULE 13D IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
Mr. John W. Henry has continued to sell shares of Common Stock in
occasional open market transactions. The following open market sales were made
since the filing of the most recent amendment to Schedule 13D:
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<S><C>
DATE NO. OF SHARES PRICE PER SHARE
September 13, 1995 25,000 $ 18.875
November 27, 1995 5,000 24.25
November 27, 1995 30,000 24.00
November 27, 1995 7,500 24.125
November 28, 1995 15,000 24.625
November 28, 1995 5,000 24.75
November 29, 1995 23,750 24.00
Mr. Henry also made a charitable donation of 5,000 shares on July 28, 1995.
In addition, JKHY Partners sold shares in the open market as follows:
DATE NO. OF SHARES PRICE PER SHARE
July 31, 1995 5,000 17.00
August 8, 1995 14,500 16.375
August 18, 1995 6,200 17.00
August 21, 1995 6,000 17.00
August 22, 1995 5,000 17.00
August 23, 1995 6,700 17.00
August 23, 1995 6,500 17.00
August 28, 1995 100 18.20
</TABLE>
As a result, Mr. Henry may be deemed to beneficially own a total of
3,032,725 shares of Common Stock, representing 25.51% of the outstanding Common
Stock; which includes 712,083 shares (5.99%) held individually, 26,642 shares
(less than 1%) allocated to his account under the ESOP, 1,200,000 shares
(10.09%) held by the partnership, 950,000 shares (7.99%) held by the Trust and
144,000 shares (1.21%) 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. Under the terms of the Partnership
Agreement, Mr. Henry 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.
The partnership holds 1,200,000 shares of Common Stock, representing 10.22%
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 3,166,870 shares, representing 26.43%
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 134,145 shares of Common
Stock, representing 1.13% of the outstanding Common Stock, over which he has
sole voting and dispositive power. Included in this amount are 19,339 shares of
Common Stock allocated to Michael E. Henry's account under the Company's ESOP,
and 90,000 shares acquirable upon the exercise of an outstanding stock option.
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
ITEM 7 OF THE SCHEDULE 13D IS AMENDED BY ADDING THE FOLLOWING THERETO:
A. Joint Filing Agreement, dated December 15, 1993.
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: January 12, 1996 /s/ John W. Henry
John W. Henry
Date: January 12, 1996 /s/ Michael E. Henry**
Michael E. Henry
Date: January 12, 1996 /s/ Vicki Jo Henry**
Vicki Jo Henry
Date: January 12, 1996 JKHY PARTNERSHIP
By: /s/ John W. Henry
John W. Henry, Partner
**By: /s/ John W. Henry
John W. Henry, Attorney-In-Fact
EXHIBIT INDEX
Exhibit Document Page No.
A Joint Filing Agreement, dated 10
December 15, 1993.
EXHIBIT A
Joint Filing Agreement
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 be included as an Exhibit to such joint filings. In evidence
thereof the undersigned hereby execute this Agreement this 15th day of December,
1993.
/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/ John W. Henry
John W. Henry, Partner
*By: /s/ John W. Henry
John W. Henry, Attorney-In-Fact
