UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. N/A)*
AMERICAN SOFTWARE
(Name of Issuer)
CLASS A
(Title of Class of Securities)
0298683109
(CUSIP Number)
OCTOBER 29, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
---------------
* 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 the
disclosures provided in a prior cover page.
The information required in 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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
Schedule 13G
CUSIP NO. 029683109 Page 1 of 4
(1) NAMES OF REPORTING PERSONS
SPRUCEGROVE INVESTMENT MANAGEMENT LTD.
181 University Avenue, Suite 1300
Toronto, Ontario, Canada M5H 3M7
JOHN WATSON
181 University Avenue, Suite 1300
Toronto, Ontario, Canada M5H 3M7
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
N/A
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ]
(See Instructions) (b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
SPRUCEGROVE INVESTMENT MANAGEMENT LTD. - ONTARIO, CANADA
JOHN WATSON - CANADIAN
---------------------------------------------------------------------
(5) SOLE VOTING POWER
JOHN WATSON - 0 SHARES
NUMBER OF SPRUCEGROVE INVESTMENT MANAGEMENT LTD. - 0 SHARES
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY NONE
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH JOHN WATSON - 0 SHARES
SPRUCEGROVE INVESTMENT MANAGEMENT LTD. - 0 SHARES
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
NONE
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 SHARES
---------------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
N/A
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
SPRUCEGROVE INVESTMENT MANAGEMENT LTD. - IA
JOHN WATSON - IN
JOHN WATSON - HC
---------------------------------------------------------------------
Schedule 13G
Page 2 of 4
ITEM 1.
(a) Name of Issuer AMERICAN SOFTWARE
(b) Address of Issuer's Principal
Executive Offices 470 EAST PACES FERRY ROAD NE
ATLANTA, GA 30305
UNITED STATES
ITEM 2.
(a) Name of Person Filing SPRUCEGROVE INVESTMENT MANAGEMENT LTD.
JOHN WATSON
(b) Address of Principal
Business Office SPRUCEGROVE INVESTMENT MANAGEMENT LTD.
181 UNIVERSITY AVENUE, SUITE 1300
TORONTO, ONTARIO, CANADA M5H 3M7
JOHN WATSON
181 UNIVERSITY AVENUE, SUITE 1300
TORONTO, ONTARIO, CANADA M5H 3M7
(c) Citizenship SPRUCEGROVE INVESTMENT MANAGEMENT LTD - N/A
JOHN WATSON - CANADIAN
(d) Title of Class of Securities CLASS A
(e) CUSIP Number 029683109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.40.13D-L(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance withss.240.13d-l
(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss.240.13d-l(b) (1 )(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-l(b) (1 )(ii)( G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a3);
(j) [X] Group, in accordance withss.240.13d-l(b)(I)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 0 SHARES
(b) Percent of class: 0.00%
Schedule 13G
Page 3 of 4
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote JOHN WATSON - 0 SHARES
SPRUCEGROVE INVESTMENT
MANAGEMENT LTD - 0 SHARES
(ii) Shared power to vote or to direct the vote NONE
(iii) Sole power to dispose or to direct the disposition of
JOHN WATSON - 0 SHARES
SPRUCEGROVE INVESTMENT
MANAGEMENT LTD - 0
SHARES
(iv) Shared power to dispose or to direct the disposition of NONE
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS N/A
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. N/A
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. N/A
If a parent holding company or Control person has filed this schedule, pursuant
to Rule 13d-1 (b) (l)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
SPRUCEGROVE INVESTMENT MANAGEMENT LTD. - IA
JOHN WATSON - IN
JOHN WATSON - HC
If a group has filed this schedule pursuant to '240.13d-1(b)(l)(ii)(J), so
indicate under Item 30) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to '240.13d-1 ( c) or '240.13d-1 (d), attach an exhibit stating the
identity of each member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP N/A
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
Schedule 13G
Page 4 of 4
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement
is filed pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
(b) The following certification shall be included if the statement
is filed pursuant to ss.240.13d-1(c):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any
transaction having that purpose or effect.
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.
February 4, 2004
-----------------------------------
Date
/s/ Blake Murhy
-----------------------------------
Signature
BLAKE MURHY/CHIEF FINANCIAL OFFICER
-----------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d- 7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 V.S.C. 1001)