UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
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)
April 7, 1997
(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
John W. Henry
(1) Names of Reporting Persons . . .
S.S. or I.R.S. Identification Nos. of
###-##-####
above persons . . . . . . . . . . . .
(2) Check the appropriate box if a (a)
member of a group
(b)
(see instructions)
(3) SEC use only . . . . . . . . . .
N/A
(4) Source of funds (see instructions)
(5) Check if disclosure of legal
proceedings is required pursuant to
Items 2(d) or 2(e).
(6) Citizenship or place of United States
organization . . . . . . . . . . . .
Number of shares beneficially owned by
each reporting person with:
1,183,288 which includes 40,888 held
(7) Sole voting power . . . . . . in his account under the Company s
ESOP.
-0-
(8) Shared voting power . . . . .
1,183,288 which includes 40,888 held
(9) Sole dispositive power . . . . in his account under the Company s
ESOP.
-0-
(10) Shared dispositive power . .
(11) Aggregate amount beneficially
owned by each reporting person. 1,183,288
(12) Check if the aggregate amount
in Row (11) excludes certain shares
(see instructions).
(13) Percent of class represented
6.50%
by amount in Row (11) . . . . . . . .
(14) Type of reporting person
IN
(see instructions). . . . . . . . . .
</TABLE>
<TABLE>
<S><C>
CUSIP NO. 426281-10-1
JKHY Partners
(1) Names of Reporting Persons . . .
S.S. or I.R.S. Identification Nos. of
above persons . . . . . . . . . . . .
(2) Check the appropriate box if a (a)
member of a group
(b)
(see instructions)
(3) SEC use only . . . . . . . . . .
N/A
(4) Source of funds (see instructions)
(5) Check if disclosure of legal
proceedings is required pursuant to
Items 2(d) or 2(e).
(6) Citizenship or place of Missouri
organization . . . . . . . . . . . .
Number of shares beneficially owned by
each reporting person with:
1,800,000
(7) Sole voting power . . . . . .
-0-
(8) Shared voting power . . . . .
1,800,000
(9) Sole dispositive power . . . .
-0-
(10) Shared dispositive power . .
(11) Aggregate amount beneficially 1,800,000
owned by each reporting person.
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions).
(13) Percent of class represented by
9.88%
amount in Row (11) . . . . . . . . .
(14) Type of reporting person (see
PN
instructions). . . . . . . . . . . .
</TABLE>
<TABLE>
<S><C>
CUSIP NO. 426281-10-1
Michael E. Henry
(1) Names of Reporting Persons . . .
S.S. or I.R.S. Identification Nos. of
###-##-####
above persons . . . . . . . . . . . .
(2) Check the appropriate box if a (a)
member of a group (b)
(see instructions)
(3) SEC use only . . . . . . . . . .
N/A
(4) Source of funds (see instructions)
(5) Check if disclosure of legal
proceedings is required pursuant to
Items 2(d) or 2(e).
(6) Citizenship or place of United States
organization . . . . . . . . . . . .
Number of shares beneficially owned by
each reporting person with:
3,532,128 which includes 37,209
owned
(7) Sole voting power . . . . . .
individually, 1,800,000 held by JKHY
Partners, 1,425,000 held in trust by
Eddina F. Henry, 14,919 allocated to
his account under the Company s ESOP
and 255,000 acquirable upon exercise
of outstanding stock options.
-0-
(8) Shared voting power . . . . .
2,107,128 which includes 37,209
owned
(9) Sole dispositive power . . . .
individually, 1,800,000 held by JKHY
Partners, 14,919 allocated to his
account under the Company s ESOP and
255,000 acquirable upon exercise of
outstanding stock options.
-0-
(10) Shared dispositive power . .
(11) Aggregate amount beneficially
owned by each reporting person. 3,532,128
(12) Check if the aggregate amount
in Row (11) excludes certain shares
(see instructions).
(13) Percent of class represented
19.12%
by amount in Row (11) . . . . . . . .
(14) Type of reporting person
IN
(see instructions). . . . . . . . . .
</TABLE>
<TABLE>
<S><C>
CUSIP NO. 426281-10-1
Vicki Jo Henry
(1) Names of Reporting Persons . . .
S.S. or I.R.S. Identification Nos. of
###-##-####
above persons . . . . . . . . . . . .
(2) Check the appropriate box if a (a)
member of a group (b)
(see instructions)
(3) SEC use only . . . . . . . . . .
N/A
(4) Source of funds (see instructions)
(5) Check if disclosure of legal
proceedings is required pursuant to
Items 2(d) or 2(e).
(6) Citizenship or place of United States
organization . . . . . . . . . . . .
Number of shares beneficially owned by
each reporting person with:
-0-
(7) Sole voting power . . . . . .
-0-
(8) Shared voting power . . . . .
-0-
(9) Sole dispositive power . . . .
-0-
(10) Shared dispositive power . .
(11) Aggregate amount beneficially -0-
owned by each reporting person.
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions).
(13) Percent of class represented by
0%
amount in Row (11) . . . . . . . . .
(14) Type of reporting person
IN
(see instructions). . . . . . . . . .
</TABLE>
This statement constitutes Amendment No. 9 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,
January 12, 1996, and July 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.
This Amendment pertains primarily to the exercise of certain stock options
by John W. Henry and contemporaneous disposition of previously owned shares to
pay the exercise price and to satisfy related withholding tax obligations.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 3 OF THE SCHEDULE 13D IS AMENDED BY THE ADDITION OF THE FOLLOWING:
The exercise price of the shares acquired by John W. Henry by exercise of
stock options as detailed below was paid by exchange of shares of Common Stock
previously owned by John W. Henry pursuant to the terms of the Company s 1987
Stock Option Plan.
ITEM 4. PURPOSE OF TRANSACTION.
THE THIRD SENTENCE OF THE FIRST PARAGRAPH OF ITEM 4 AS SET FORTH IN
AMENDMENT NO. 8 TO THE SCHEDULE 13D IS AMENDED IN ITS ENTIRETY AS FOLLOWS:
On June 25, 1996, Eddina F. Henry, mother of Michael E. Henry, and with
the consent of former spouse John W. Henry, granted a proxy to Michael E. Henry
with respect to all shares of Common Stock (presently 1,425,000 shares) held by
Eddina Henry in trust.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
THE FIRST, SECOND AND FOURTH PARAGRAPHS OF ITEM 5 AS SET FORTH IN
AMENDMENT NO. 8 TO THE SCHEDULE 13D ARE AMENDED IN THEIR ENTIRETY TO READ AS
FOLLOWS:
On April 7, 1997, John W. Henry exercised certain compensatory stock
options and acquired 270,000 additional shares of Common Stock. The exercise
price was $3.85 per share. The exercise price and certain withholding taxes
were paid to the Company by the exchange of 134,475 shares of Common Stock
previously owned by Mr. Henry, valued at $19.00 per share. Following these
transactions and other occasional sales since the filing of the most recent
Amendment to this Schedule 13D, John W. Henry may be deemed to beneficially own
a total of 1,183,288 shares of Common Stock, representing 6.50% of the
outstanding Common Stock; which includes 1,142,400 shares (6.27%) held
individually, and 40,888 shares (less than 1%) allocated to his account under
the ESOP. 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 1,800,000 shares of Common Stock, representing 9.88%
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 4,715,416 shares, representing 25.53%
of the outstanding Company Common Stock.
Michael E. Henry beneficially owns a total of 3,532,128 shares of Common
Stock, representing 19.12% of the outstanding Common Stock, over which he has
sole voting power. Included in this amount are 37,209 shares (less than 1%)
owned individually, 14,919 shares (less than 1%) allocated to Michael E. Henry's
account under the Company's ESOP, and 255,000 shares (1.38%) 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 1,800,000
shares (9.75%) held by the Partnership and 1,425,000 shares (7.72%) 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 a
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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
THE THIRD PARAGRAPH OF ITEM 6 AS SET FORTH IN AMENDMENT NO. 8 TO THE
SCHEDULE 13D IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
Pursuant to a Proxy dated June 25, 1996 (attached hereto as Exhibit D),
Eddina F. Henry as Trustee under the Eddina F. Henry Trust granted to Michael E.
Henry all voting rights with respect to 1,425,000 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 John W. Henry. John W. Henry
has consented to the grant of this Proxy. The Proxy is effective for two years
from the date of its grant. This Proxy was erroneously described as Irrevocable
in Amendment No. 8 to this Schedule 13D. A corrected copy of the Proxy is
attached hereto as an Exhibit.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
ITEM 7 OF THE SCHEDULE 13D IS AMENDED BY ADDING THE FOLLOWING THERETO:
D. Eddina F. Henry Trust Proxy granted to Michael E. Henry dated June 25,
1996.
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: May 8, 1997 /s/ John W. Henry
John W. Henry
Date: May 8, 1997 /s/ Michael E. Henry
Michael E. Henry
Date: May 8, 1997 /s/ Vicki Jo Henry*
Vicki Jo Henry
Date: May 8, 1997 JKHY PARTNERSHIP
By: /s/ Michael E. Henry
Michael E. Henry, Partner
*By: /s/ Michael E. Henry
Michael E. Henry, Attorney-In-Fact
EXHIBIT D
PROXY
BE IT KNOWN, that the undersigned stockholder of Jack Henry & Associates,
Inc., a Delaware corporation, hereby constitutes and appoints Michael E. Henry,
as its true and lawful attorney and agent for it and in its name, place and
stead, to vote as its proxy at the meetings of the stockholders of said
corporation under any question which may be brought before such meetings,
including the election of Directors, according to the number of votes the
undersigned would be entitled to vote if then personally present, with full
power to appoint a substitute in his place; and the undersigned herewith revokes
any other proxy heretofore given.
This Proxy shall be effective for two (2) years from the date hereof
unless sooner revoked by written notice to the Secretary of the Corporation.
Dated June 25, 1996.
/s/ Eddina F. Henry
Eddina F. Henry,
Trustee Under Eddina F. Henry
Revocable
Trust Agreement Dated November 1, 1990
