UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2
JACK HENRY & ASSOCIATES, INC.
-----------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
------------------------------
(Title of Class of Securities)
426281-10-1
--------------
(CUSIP Number)
Michael E. Henry, 663 Highway 60, Monett, Missouri 65708 (417)235-6652
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 9, 2005
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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).
Page 1 of 7
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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
----------------------------------- ---------------------------------------
(2) Check the appropriate box if (a) X
a member of a group
(see instructions)
----------------------------------- ---------------------------------------
(b)
----------------------------------- ---------------------------------------
(3) SEC use only
----------------------------------- ---------------------------------------
(4) Source of funds (see N/A
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 such reporting person
with:
(7) Sole voting power 3,440,200
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(8) Shared voting power -0-
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(9) Sole dispositive power 3,440,200
---------------------------------------
(10) Shared dispositive power -0-
----------------------------------- ---------------------------------------
(11) Aggregate amount beneficially 3,440,200
owned by each reporting person.
----------------------------------- ---------------------------------------
(12) Check if the aggregate
amount in Row (11) excludes
certain shares (see instructions).
----------------------------------- ---------------------------------------
(13) Percent of class represented 3.8%
by amount in Row (11)
----------------------------------- ---------------------------------------
(14) Type of reporting person (see
Instructions). PN
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Page 2 of 7
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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
----------------------------------- ---------------------------------------
(2) Check the appropriate box if (a) X
a member of a group
(see instructions)
----------------------------------- ---------------------------------------
(b)
----------------------------------- ---------------------------------------
(3) SEC use only
----------------------------------- ---------------------------------------
(4) Source of funds (see N/A
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 7,910,572, including 148,836 owned
owned by each reporting person individually, 3,440,200 held by
with: JKHY Partners, 2,941,600 held in
(7) Sole voting power trust by Eddina F. Mackey, 63,517
and 3,919 allocated respectively to
his accounts under the Company's
ESOP and 401(k) Plans, 312,500
shares held by the Henry Family
Limited Partnership, and 1,000,000
acquirable upon exercise of
outstanding stock options
---------------------------------------
(8) Shared voting power -0-
---------------------------------------
(9) Sole dispositive power 4,656,472, including 148,836 owned
individually, 3,440,200 held by
JKHY Partners, 63,517 and 3,919
allocated respectively to his
accounts under the Company's ESOP
and 401(k) Plans, and 1,000,000
acquirable upon exercise of
outstanding stock options
---------------------------------------
(10) Shared dispositive power -0-
----------------------------------- ---------------------------------------
(11) Aggregate amount beneficially 7,910,572
owned by each reporting person.
----------------------------------- ---------------------------------------
(12) Check if the aggregate
amount in Row (11) excludes
certain shares (see instructions).
----------------------------------- ---------------------------------------
(13) Percent of class represented 8.7%
by amount in Row (11)
----------------------------------- ---------------------------------------
(14) Type of reporting person
(see instructions). IN
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Page 3 of 7
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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) X
a member of a group
(see instructions)
----------------------------------- ---------------------------------------
(b)
----------------------------------- ---------------------------------------
(3) SEC use only
----------------------------------- ---------------------------------------
(4) Source of funds (see N/A
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:
(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 person. -0-
----------------------------------- ---------------------------------------
(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
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Page 4 of 7
This is Amendment No. 2 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.
---------------------------------
(B) Michael E. Henry
----------------
Michael E. Henry serves as Chairman of the Board of the Company. His
business address is the same as the Company's business address set forth
above.
(C) Vicki Jo Henry
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Vicki Jo Henry is a co-owner of Ripcord, LLC, which is engaged in the
advertising and marketing consulting business. The business address of Ms.
Henry and of Ripcord, LLC is 475 Lincoln Street - Suite 150, Denver, CO
80203.
Item 4. Purpose of Transaction.
--------------------------------
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 August of 2004, JKHY
Partners entered into a Prearranged Trading Plan with a third-party broker
to sell up to 1,000,000 shares of Common Stock over a twelve month period.
On May 9, 2005, this plan was cancelled by the parties thereto and Michael
E. Henry entered into a new Rule 10b5-1 Trading Plan with a third party
broker to sell up to 600,000 shares of Common Stock upon exercise of stock
options by Mr. Henry, which options expire on September 19, 2005. 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.
----------------------------------------------
The following market sales of Common Stock were made by JKHY Partners
through its Prearranged Trading Plan in the past 60 days:
Page 5 of 7
Date No. of Shares Price Per Share
-------------- ------------- ---------------
March 10, 2005 17,700 19.38
March 11, 2005 40,000 19.41
March 14, 2005 20,700 19.64
JKHY Partnership now holds 3,440,200 shares of Common Stock,
representing 3.8% 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
7,910,572 shares, representing 8.7% of the outstanding Company Common Stock.
Michael E. Henry now beneficially owns a total of 7,910,572 shares of
Common Stock, representing 8.7% 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, 63,517 shares and 3,919 shares (together less
than 1%) allocated to Michael E. Henry's respective accounts under the
Company's ESOP and 401(k) Plan, and 1,000,000 shares (1.1%) acquirable upon
the exercise of outstanding stock options. He has the power to direct the
manner in which the trustees of the ESOP and 401(k) Plan are to vote such
shares of Common Stock and, under certain circumstances, to direct said
trustees as to the disposition of such shares of Common Stock. Also
included in the amount are 3,440,200 shares (3.8%) held by the Partnership,
2,941,600 shares (3.2%) held in trust by Mr. Henry's mother, Eddina F.Mackey
and 312,500 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.
------------------------------------
In August of 2004, 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 instructed a third-party broker as its agent to sell up to
1,000,000 shares of Common Stock within the following twelve months. The
plan was adopted by JKHY Partners for diversification and liquidity
purposes. This Prearranged Trading Plan was cancelled by the parties
thereto on May 9, 2005.
On May 9, 2005, Michael E. Henry individually entered into a Rule 10b5-
1 Trading Plan for the disposition of up to 600,000 shares of Common Stock
to be received by Mr. Henry upon exercise of 600,000 non-qualified stock
options which expire on September 19, 2005. Sales may be made under the
plan only upon satisfaction of certain pricing and other conditions. Mr.
Henry may cancel this trading plan at any time. The plan was adopted by Mr.
Henry for the purpose of generating funds for option exercises and for the
orderly disposition of option shares.
Signatures
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 13, 2005 /s/ Michael E. Henry
--------------------
Michael E. Henry
Date: May 13, 2005 /s/ Vicki Jo Henry
------------------
Vicki Jo Henry, by Michael E. Henry, attorney-
in-fact pursuant to Joint Filing Agreement
dated August 31, 2000
Date: May 13, 2005 JKHY PARTNERSHIP
By: /s/ Michael E. Henry
-------------------------
Michael E. Henry, General Partner
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