UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 1
JACK HENRY & ASSOCIATES, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
426281-10-1
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(CUSIP Number)
Michael E. Henry, 663 Highway 60, Monett, Missouri 65708 (417)235-6652
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 19, 2002
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(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 [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 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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CUSIP NO. 426281-10-1
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(1) Names of Reporting Persons JKHY Partners
S.S. or I.R.S. Identification Nos.
of above persons
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(2) Check the appropriate box if a (a)
member of a group
(see instructions) (b)
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(3) SEC use only
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(4) Source of funds (see instructions) N/A
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(5) Check if disclosure of legal
proceedings is required pursuant
to Items 2(d) or 2(e).
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(6) Citizenship or place of Missouri
organization
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Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power 4,990,200
(8) Shared voting power -0-
(9) Sole dispositive power 4,990,200
(10) Shared dispositive power -0-
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(11) Aggregate amount beneficially 4,990,200
owned by each reporting person.
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(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions).
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(13) Percent of class represented by 5.5%
amount in Row (11)
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(14) Type of reporting person
(see instructions) PN
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CUSIP NO. 426281-10-1
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(1) Names of Reporting Persons Michael E. Henry
S.S. or I.R.S. Identification Nos.
of above persons
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(2) Check the appropriate box if a (a)
member of a group
(see instructions) (b)
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(3) SEC use only
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(4) Source of funds (see instructions) N/A
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(5) Check if disclosure of legal
proceedings is required pursuant
to Items 2(d) or 2(e).
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(6) Citizenship or place of
organization United States
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Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power 10,166,106 which includes
148,836 owned individually,
4,990,200 held by JKHY Partners,
3,291,600 held in trust by Eddina
F. Mackey, 65,470 allocated to
his account under the Company's
ESOP, 600,000 shares held by the
Henry Family Limited Partnership,
and 1,070,000 acquirable upon
exercise of outstanding stock
options
(8) Shared voting power -0-
(9) Sole dispositive power 6,274,506 which includes
148,836 owned individually,
4,990,200 held by JKHY Partners,
65,470 allocated to his account
under the Company's ESOP and
1,070,000 acquirable upon
exercise of an outstanding stock
options
(10) Shared dispositive power -0-
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(11) Aggregate amount beneficially
owned by each reporting person. 10,166,106
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(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions).
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(13) Percent of class represented by 11.3%
amount in Row (11)
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(14) Type of reporting person (see
instructions) IN
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CUSIP NO. 426281-10-1
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(1) Names of Reporting Persons Vicki Jo Henry
S.S. or I.R.S. Identification Nos.
of above persons
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2) Check the appropriate box if a (a)
member of a group
(see instructions) (b)
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(3) SEC use only
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(4) Source of funds (see instructions) N/A
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(5) Check if disclosure of legal
proceedings is required pursuant
to Items 2(d) or 2(e).
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(6) Citizenship or place of United States
organization
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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-
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(11) Aggregate amount beneficially -0-
owned by each reporting person.
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(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions).
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(13) Percent of class represented by
amount in Row (11) 0%
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(14) Type of reporting person
(see instructions) IN
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This is Amendment No. 1 to the Schedule 13D dated August 31, 2000 for
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.
Item 2. Identity and Background.
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(C) Vicki Jo Henry
Vicki Jo Henry is a co-owner of Group VI Intermedia, which is engaged
in the advertising and marketing consulting business. Such company's and
her business address is 6851 S. Holly Circle, Suite 130, Englewood, CO
80112
Item 4. Purpose of Transaction.
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Michael E. Henry and JKHY Partners may continue to sell shares of
Common Stock from time to time as circumstances dictate to facilitate their
investment and/or estate planning activities. In July of 2001, JKHY
Partners entered into a Prearranged Trading Plan with a third-party broker
to sell up to 250,000 shares of Common Stock in each of four calendar
quarters. See Item 6 below.
Michael E. Henry currently serves as an officer and director of the
Company and, in such positions has the power to influence the policies of
the Company. Michael E. Henry intends to vote his Common Stock, and the
shares held by JKHY Partners and other shares over which he has voting
power, in favor of the plans, transactions and matters which he supports.
In addition, Mr. Henry, through his position and Company stockholdings, may
be deemed to exert a controlling influence over the Company. However, other
than as described herein, at the present time he has not formulated any
plans or proposals which relate to or would result in any matter required to
be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
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JKHY Partners has sold shares of Common Stock through its Prearranged
Trading Plan and in other occasional market transactions. The following
sales were made by JKHY Partners in the past 60 days:
Date No. of Shares Price Per Share
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March 5, 2002* 158,000 $24.91
March 6, 2002* 12,400 23.29
March 7, 2002* 24,000 23.29
March 8, 2002* 20,000 23.24
March 11, 2002* 35,600 23.23
March 18, 2002 5,000 24.05
March 19, 2002 195,000 24.05
*Trades executed under Prearranged Trading Plan
In the past 60 days, Michael E. Henry has also sold shares of Common
Stock which he obtained through the exercise of stock options. On March 13,
2002, Mr. Henry exercised options and sold in the open market 100,000 shares
at $23.34 per share. On March 14 he exercised and sold an additional 20,000
shares at $23.62 per share.
JKHY Partnership now holds 4,990,200 shares of Common Stock,
representing 5.5% 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
10,166,106 shares, representing 11.3% of the outstanding Company Common
Stock.
Michael E. Henry now beneficially owns a total of 10,166,106 shares of
Common Stock, representing 11.3% of the outstanding Common Stock, over which
he has sole voting power. Included in this amount are 148,836 shares (less
than 1%) owned individually, 65,470 shares (less than 1%) allocated to
Michael E. Henry's account under the Company's ESOP, and 1,070,000 shares
(1.2%) 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 4,990,200 shares (5.5%) held by the
Partnership, 3,291,600 shares (3.7%) held in trust by Mr. Henry's mother,
Eddina F.Mackey and 600,000 shares (less than 1%) held by the Henry Family
Limited Partnership. 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. With
respect to the shares held by the Henry Family Limited Partnership, Michael
E. Henry may be deemed to beneficially own such shares because he has been
granted a proxy to vote such shares.
Vicki Jo Henry does not beneficially own any Common Stock in her
individual capacity.
Item 6. Contracts, Arrangements, Understandings or Relationships With
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Respect to Securities of the Issuer.
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On July 30, 2001, JKHY Partners entered into a Prearranged Trading Plan
Pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, under
which it has instructed a third-party broker as its agent to sell up to
250,000 shares of Common Stock within the ten trading days immediately
following each of August 31, 2001, November 30, 2001, February 28, 2002 and
May 31, 2002. The Prearranged Trading Plan terminates upon the expiration
of the final trading period in May and is not automatically renewable.
Sales may be made under the plan only upon satisfaction of certain pricing
and other conditions. JKHY Partners may cancel the Prearranged Trading Plan
at any time. The plan was adopted by JKHY Partners for diversification and
liquidity purposes.
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: March 29, 2002 /s/ Michael E. Henry
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Michael E. Henry
Date: March 29, 2002 /s/ Vicki Jo Henry
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Vicki Jo Henry, by Michael E. Henry, attorney-
in-fact pursuant to Joint Filing Agreement
dated August 31, 2000
Date: March 29, 2002 JKHY PARTNERSHIP
By: /s/ Michael E. Henry
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Michael E. Henry, General Partner