-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MSOpQfzkxCmqujj6W8UFjsm+llACvlvdVFoWkDCxii63Ghjb+5GoqLMqMXxOlyoQ dFftCvK+uajj8KQAYQUOaQ== 0001193125-09-182188.txt : 20090826 0001193125-09-182188.hdr.sgml : 20090826 20090826162018 ACCESSION NUMBER: 0001193125-09-182188 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090826 DATE AS OF CHANGE: 20090826 GROUP MEMBERS: DENNIS A. JOHNSON, CFA GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. GROUP MEMBERS: STANLEY P. GOULD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JACKSON HEWITT TAX SERVICE INC CENTRAL INDEX KEY: 0001283552 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 200778892 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79917 FILM NUMBER: 091036599 BUSINESS ADDRESS: STREET 1: 3 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9736301040 MAIL ADDRESS: STREET 1: 3 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund L P CENTRAL INDEX KEY: 0001306697 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 818-973-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 FORMER COMPANY: FORMER CONFORMED NAME: Shamrock Governance Fund LP DATE OF NAME CHANGE: 20041021 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 11 TO SCHEDULE 13D Amendment No. 11 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 11)

 

Jackson Hewitt Tax Service Inc.

 

(Name of Issuer)

 

Common Stock, $0.01 Par Value

 

(Title of Class of Securities)

 

468202 10 6

 

(CUSIP Number)

 

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071

(213) 680-6400

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 24, 2009

 

(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(e), 13d-1(f) or 13d-1(g), 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(b) for other parties to whom copies are to be sent.


SCHEDULE 13D

CUSIP No. 468202106

 

  1   

NAME OF REPORTING PERSONS.

 

            Shamrock Activist Value Fund, L.P.

   
  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  x

(b)  ¨

   
  3   

SEC USE ONLY

 

   
  4   

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            Not Applicable

   
  5   

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

            Not Applicable

  ¨
  6   

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7    SOLE VOTING POWER

 

            0

 

  8    SHARED VOTING POWER

 

            1,743,877 Common Shares*

 

  9    SOLE DISPOSITIVE POWER

 

            0

 

10    SHARED DISPOSITIVE POWER

 

            1,743,877 Common Shares*

11   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            1,743,877 Common Shares*

   
12   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ¨
13   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            6.06%*

   
14   

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            PN

   

 

*   See Item 5 hereof.


SCHEDULE 13D

CUSIP No. 468202106

 

  1   

NAME OF REPORTING PERSONS.

 

            Stanley P. Gold

   
  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  x

(b)  ¨

   
  3   

SEC USE ONLY

 

   
  4   

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            Not Applicable

   
  5   

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

            Not Applicable

 

¨

  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 PERSON

 

            0*

   
  12   

CHECK BOX 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

   

 

*   See Item 5 hereof.


SCHEDULE 13D

CUSIP No. 468202106

 

     
  1   

NAME OF REPORTING PERSONS.

Dennis A. Johnson, CFA

   
  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  x

(b)  ¨

   
  3   

SEC USE ONLY

 

   
  4   

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

   
  5   

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

Not Applicable

 

¨

  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 PERSON

0*

   
12   

CHECK BOX 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

   

 

*   See Item 5 hereof.


SCHEDULE 13D

CUSIP No. 468202106

 

 1   

NAME OF REPORTING PERSONS.

 

            Shamrock Activist Value Fund GP, L.L.C.

   
 2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  x

(b)  ¨

   
 3   

SEC USE ONLY

 

   
 4   

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            Not Applicable

   
 5   

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

            Not Applicable

  ¨
 6   

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7    SOLE VOTING POWER

 

            0

   
 

  8    SHARED VOTING POWER

            1,743,877 Common Shares*

   
 

  9    SOLE DISPOSITIVE POWER

 

            0

   
 

10    SHARED DISPOSITIVE POWER

 

            1,743,877 Common Shares*

   
11   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            1,743,877 Common Shares*

    
12   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

   ¨
13   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            6.06%*

    
14   

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            OO

    

 

*   See Item 5 hereof.


SCHEDULE 13D

CUSIP No. 468202106

 

  1   

NAME OF REPORTING PERSONS.

 

            Shamrock Partners Activist Value Fund, L.L.C.

   
  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  x

(b)  ¨

   
  3   

SEC USE ONLY

 

   
  4   

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            Not Applicable

   
  5   

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

            Not Applicable

  ¨
  6   

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7    SOLE VOTING POWER

 

                1,743,877 Common Shares*

 

  8    SHARED VOTING POWER

 

                0

 

  9    SOLE DISPOSITIVE POWER

 

                1,743,877 Common Shares*

 

10    SHARED DISPOSITIVE POWER

 

                0

11   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,743,877 Common Shares*

   
12   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ¨
13   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            6.06%*

   
14   

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            OO

   

 

*   See Item 5 hereof.


This statement amends the Schedule 13D, dated October 19, 2007, as amended by Amendment No. 1, dated November 15, 2007, Amendment No. 2, dated December 7, 2007, Amendment No. 3, dated April 15, 2008, Amendment No. 4, dated October 3, 2008, Amendment No. 5, dated October 14, 2008, Amendment No. 6, dated December 3, 2008, Amendment No. 7, dated January 13, 2009, Amendment No. 8, dated May 12, 2009, Amendment No. 9, dated June 25, 2009, and Amendment No. 10, dated July 2, 2009 (as amended, the “Amended Schedule 13D”), filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners”), Stanley P. Gold, an individual, and Dennis A. Johnson, CFA, an individual, with respect to Common Stock, $0.01 par value per share (“Common Shares”), of Jackson Hewitt Tax Service Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 11 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Amended Schedule 13D.

1. ITEM 4 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED AND SUPPLEMENTED WITH THE FOLLOWING:

 

ITEM 4. Purpose of Transaction.

On August 24, 2009, pursuant to a redemption request from a partner of SAVF, SAVF distributed 574,035 Common Shares previously reported as owned by it to the partner who requested such redemption (the “SAVF Distribution”).

Except as stated in response to this Item 4, the Reporting Persons have no current plans or proposals with respect to the Company or its securities of the types enumerated in paragraphs (a) through (j) of this Item 4 to the form Schedule 13D promulgated under the Act.

2. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

 

ITEM 5. Interests in Securities of the Issuer.

(a), (b)    As a result of the SAVF Distribution, SAVF is the owner of 1,743,877 Common Shares. These shares represent approximately 6.06% of the issued and outstanding Common Shares.

Mr. Gold is a Managing Member of Shamrock Partners, which is the managing member of the General Partner, which in turn is the general partner of SAVF. As a result, Mr. Gold may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by such entities. Mr. Gold disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Dennis A. Johnson, Shamrock Partners, the General Partner or SAVF.


Mr. Johnson is a Managing Director of SCA, a Vice President of Shamrock Partners and the portfolio manager of SAVF, and as such has primary responsibility for the portfolio investment decisions relating to SAVF. As a result, Mr. Johnson may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by such entities. Mr. Johnson disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Stanley P. Gold, Shamrock Partners, the General Partner or SAVF.

As the general partner of SAVF, the General Partner may be deemed to beneficially own the 1,743,877 Common Shares owned by SAVF, constituting approximately 6.06% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 1,743,877 Common Shares owned by SAVF. Shamrock Partners has sole voting and dispositive power with respect to the 1,743,877 Common Shares owned by SAVF by virtue of its authority to vote and dispose of such Common Shares.

The percentage of ownership figures set forth above and in response to Items 5(a) and 5(b) assume that 28,799,186 Common Shares were outstanding as of August 24, 2009, based on the information contained in the Company’s definitive Proxy Statement filed with the United States Securities and Exchange Commission on August 14, 2009.

(c)    Since July 2, 2009 (the date of the last amendment to this Amended Schedule 13D), and in addition to the SAVF Distribution described above, SAVF effected transactions with respect to the Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 12 and incorporated herein by reference. All such transactions were effected in the open market on the New York Stock Exchange. Except as referenced above, none of the Reporting Persons beneficially owns any Common Shares or has effected any transactions in the Common Shares since July 2, 2009 (the date of the last amendment to this Amended Schedule 13D).

 

(d)   Not applicable.

 

(e)   Not applicable.


3. ITEM 7 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED AND SUPPLEMENTED WITH THE FOLLOWING:

 

ITEM 7. Material to Be Filed as Exhibits.

 

        Exhibit 12  

—  

   Schedule of Transactions
 

—  

  

Joint Filing Agreement, dated July 2, 2009, among Shamrock Activist Value Fund, L.P., Stanley P. Gold, Dennis A. Johnson, Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C. (incorporated herein by reference to Exhibit 11 to Amendment No. 10 to the Schedule 13D relating to the Common Shares of the Company, filed July 6, 2009 by the Reporting Persons with the United States Securities and Exchange Commission)

 

—  

   Power of Attorney, dated December 3, 2008, appointing Dennis A. Johnson as attorney-in-fact for Stanley P. Gold (incorporated herein by reference to Exhibit 10 to Amendment No. 6 to the Schedule 13D relating to the Common Shares of the Company, filed December 4, 2008 by the Reporting Persons with the United States Securities and Exchange Commission)


SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: August 26, 2009

 

SHAMROCK ACTIVIST VALUE FUND, L.P.

By:

    Shamrock Activist Value Fund GP, L.L.C., its general partner

By:

    Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:

   

/s/ Dennis A. Johnson

Name:

    Dennis A. Johnson, CFA

Title:

   

Vice President

/s/ Stanley P. Gold

Stanley P. Gold

/s/ Dennis A. Johnson

Dennis A. Johnson, CFA
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.

By:

    Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:

   

/s/ Dennis A. Johnson

Name:

    Dennis A. Johnson, CFA

Title:

    Vice President
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:

   

/s/ Dennis A. Johnson

Name:

    Dennis A. Johnson, CFA

Title:

    Vice President


Exhibit Index

 

        Exhibit 12  

   Schedule of Transactions
     Joint Filing Agreement, dated July 2, 2009, among Shamrock Activist Value Fund, L.P., Stanley P. Gold, Dennis A. Johnson, Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C. (incorporated herein by reference to Exhibit 11 to Amendment No. 10 to the Schedule 13D relating to the Common Shares of the Company, filed July 6, 2009 by the Reporting Persons with the United States Securities and Exchange Commission)
     Power of Attorney, dated December 3, 2008, appointing Dennis A. Johnson as attorney-in-fact for Stanley P. Gold (incorporated herein by reference to Exhibit 10 to Amendment No. 6 to the Schedule 13D relating to the Common Shares of the Company, filed December 4, 2008 by the Reporting Persons with the United States Securities and Exchange Commission)
EX-12 2 dex12.htm SCHEDULE OF TRANSACTIONS Schedule of Transactions

Exhibit 12

Schedule of Transactions

Shamrock Activist Value Fund, L.P.

 

Date

   Number of
Common Shares
Sold
   Price Per Common
Share in $US*
   Total
Sale Price

08/14/09

   38,200    $ 6.4906    $ 247,941

08/17/09

   38,200    $ 6.2796    $ 239,881
              

Total:

   76,400       $ 487,822

 

*   Excludes Brokerage Commissions
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