-----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, DPbgg8tTdAxX4CVpSmNFmNBHIW5CmywkCZkwYjH3QfN7olnk7cc37qMpAlkBQtPS DrxgqTMIGeeUDPkhJQMsvA== 0000950110-97-000169.txt : 19970124 0000950110-97-000169.hdr.sgml : 19970124 ACCESSION NUMBER: 0000950110-97-000169 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970123 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERIM SERVICES INC CENTRAL INDEX KEY: 0000914536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 363536544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43163 FILM NUMBER: 97509374 BUSINESS ADDRESS: STREET 1: 2050 SPECTRUM BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33309-3008 BUSINESS PHONE: 9549387600 MAIL ADDRESS: STREET 1: 2050 SPECTRUM BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33309-3008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN IRA B CENTRAL INDEX KEY: 0001020734 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 121 NORTH POST OAK LANE STREET 2: APARTMENT 2803 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7136862311 MAIL ADDRESS: STREET 1: 121 NORTH POST OAK LANE STREET 2: APARTMENT 2803 CITY: HOUSTON STATE: TX ZIP: 77024 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* INTERIM SERVICES INC. -------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE ------------------------------------------ (Title of Class of Securities) 45868P100 ------------------ (CUSIP Number) IRA B. BROWN, 121 N. POST OAK LANE, APT. 2803, HOUSTON, TEXAS 77024 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 23, 1996 --------------------------------------------------------------------- (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-l(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-l(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). SCHEDULE 13D - -------------------- ------------------------------ CUSIP NO. 45868P100 PAGE OF PAGES - -------------------- ------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON IRA B. BROWN S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] JOINT FILING PURSUANT TO RULE 13d-1(f)(1) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 579,772 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------------------------------------- 8 SHARED VOTING POWER 161,611 -------------------------------------- 9 SOLE DISPOSITIVE POWER 579,772 -------------------------------------- 10 SHARED DISPOSITIVE POWER 161,611 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 741,383 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - -------------------- ------------------------------ CUSIP NO. 45868P100 PAGE OF PAGES - -------------------- ------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON MYRA BROWN S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] JOINT FILING PURSUANT TO RULE 13d-1(f)(1) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 88,011 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------------------------------------- 8 SHARED VOTING POWER 653,372 -------------------------------------- 9 SOLE DISPOSITIVE POWER 88,011 -------------------------------------- 10 SHARED DISPOSITIVE POWER 653,372 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 741,383 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. SECURITY AND ISSUER. This Statement relates to the shares of common stock, par value $0.01 per share ("Interim Services Common Stock") of Interim Services Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive office is 2050 Spectrum Boulevard, Fort Lauderdale, Florida 33309. ITEM 2. IDENTITY AND BACKGROUND. This is a joint filing made pursuant to Rule 13d-1(f)(1) on behalf of Ira B. Brown and Myra Brown, husband and wife. (a) Ira B. Brown Myra Brown (b) 121 N. Post Oak Lane, Apt. 2803 Houston, TX 77024 (c) Private Investors (d) Neither Ira B. Brown nor Myra Brown has been convicted in a criminal proceeding during the last five years. (e) Neither Ira B. Brown nor Myra Brown has been a party to a civil proceeding of a judicial or administrative body during the last five years. (f) Ira B. Brown and Myra Brown are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable--sale of securities. ITEM 4. PURPOSE OF TRANSACTION. Disposition of securities in primary/secondary registered public offering by issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The 741,383 shares of Interim Services Common Stock referred to in this Amendment No. 1 to Schedule 13D (representing 3.8% of the outstanding shares of Interim Services Common Stock), includes: (i) 579,772 shares owned of record by Mr. Brown, as to which Mrs. Brown disclaims beneficial ownership; (ii) 88,011 shares owned of record by Myra Brown, as to which Mr. Brown disclaims beneficial ownership, and (iii) 73,600 shares owned of record by the Ira B. Brown Foundation, Inc., a non-profit foundation of which Mr. and Mrs. Brown are co-trustees. The percentage of outstanding shares of Interim Services Common Stock referenced above was calculated using a total of 19,466,899 shares of Interim Services Common Stock as of October 25, 1996, based on information provided in the Company's 10-Q filed November 13, 1996. (b) Ira B. Brown has the sole power to vote and the sole power to dispose of the 579,772 shares of Interim Services Common Stock owned of record by him and has no shared power to vote and no shared power to dispose of such shares. Myra Brown has the sole power to vote and the sole power to dispose of the 88,011 shares of Interim Services Common Stock owned of record by her and has no shared power to vote and no shared power to dispose of such shares. Ira B. Brown and Myra Brown, as co-trustees of the Ira B. Brown Foundation, Inc., have shared power to vote and dispose of the 73,600 shares of Interim Services Common Stock owned of record by such foundation. Ira B. Brown asserts that he has no power to vote and no power to dispose of the 88,011 shares of Interim Services Common Stock owned of record by his wife, Myra Brown, and disclaims beneficial ownership thereof. Myra Brown asserts that she has no power to vote and no power to dispose of the 579,772 shares of Interim Services Common Stock owned of record by Ira B. Brown and disclaims beneficial ownership thereof. Mr. and Mrs. Brown disclaim beneficial ownership of the 50,253 shares of Interim Services Common Stock owned by their daughter, Rene Brown, who is over the age of majority and does not reside with them. (A power of attorney executed by Rene Brown on November 6, 1996 limits the authority of Mr. and Mrs. Brown to the handling of certain bank accounts, and does not include any authority to vote or dispose of, or engage in any transactions with respect to, securities owned by Rene Brown.) (c) None. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Power-of-Attorney of Rene Brown. (b) Agreement of Joint filers. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct. 1/23/97 /s/ IRA B. BROWN - -------------------------- ------------------------------ Date Name: Ira B. Brown 1/23/97 /s/ MYRA BROWN - -------------------------- ------------------------------ Date Name: Myra Brown EX-24.7(A) 2 LIMITED DURABLE POWER OF ATTORNEY EXHIBIT 7 (A) LIMITED DURABLE POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, RENE BROWN, hereby appoint my father, IRA B. BROWN, as my attorney-in-fact (herein my "Agent") to act on my behalf and to represent me in connection with certain of my business affairs, and to concur with persons jointly interested with myself therein in the doing or executing of all or any of the following acts, deeds, and things, in my place and stead: 1. To conduct banking transactions with respect to my funds as set forth in section 2 of P.L. 1991, c. 95 (N.J.S. 46:2B-8 et seq.), or any analogous successor to that statute or any similar legislation in any other jurisdiction; 2. To pay my bills and make disbursements from my assets; 3. To engage and dismiss agents, counsel and employees, and to appoint and remove at pleasure any substitute for, or agent of my Agent, with respect to all or any of the matters or things herein mentioned and upon such terms as my Agent shall deem advisable; 4. To make, execute and verify any and all tax returns, forms or applications, or papers necessary or desirable for obtaining certificates or papers issued by any government agency; 5. To make gifts on one or more occasions to one or more charitable organizations and individuals who are determined by my Agent to be the natural objects of my bounty, provided, however, that in no event shall the total gifts to any one individual in any one calendar year exceed the federal gift tax annual exclusion in effect at the time of such gift; 6. To make, execute, seal and deliver any and all papers and instruments essential, necessary, proper or incidental to the carrying out of any and all of the above-mentioned acts, powers and purposes. By this document, I hereby grant to my Agent full power and authority to do and perform all and every act and thing whatsoever necessary to be done in respect of the foregoing, within the scope of the guidelines set forth above, as fully as I might or could do if I were personally present, and I hereby ratify and confirm all that my Agent shall lawfully do or cause to be done by virtue of this limited power of attorney. This limited power of attorney shall not be affected by my disability or mental or physical incapacity. Also, this limited power of attorney shall not be diminished or revoked by the mere passage of time. IN WITNESS WHEREOF, I have hereunto set my hand and seal the 6th day of November, 1996. WITNESS: [SPECIMEN] - ------------------------------------ WITNESS: /S/ BARBARA A. FAVATE /S/ RENE BROWN - ----------------------------------- -------------------------------- RENE BROWN STATE OF NEW JERSEY) )ss. COUNTY OF ESSEX ) BE IT REMEMBERED that on this 6th day of November, 1996, before me, a Notary Public, personally appeared RENE BROWN, who, I am satisfied, is the principal in the within instrument named, and I having first made known to her the contents thereof, she acknowledged that she signed, sealed and delivered the same as her voluntary act and deed for the uses and purposes therein expressed. /S/ JULIA A. MARTINO --------------------------- Notary Public JULIA A. MARTINO A Notary Public of New Jersey My Commission Expires April 20, 1997 -2- LIMITED DURABLE POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, RENE BROWN, hereby appoint my mother, MYRA BROWN, as my attorney-in-fact (herein my "Agent") to act on my behalf and to represent me in connection with certain of my business affairs, and to concur with persons jointly interested with myself therein in the doing or executing of all or any of the following acts, deeds, and things, in my place and stead: 1. To conduct banking transactions with respect to my funds as set forth in section 2 of P.L. 1991, c. 95 (N.J.S. 46:2B-8 et seq.), or any analogous successor to that statute or any similar legislation in any other jurisdiction; 2. To pay my bills and make disbursements from my assets; 3. To engage and dismiss agents, counsel and employees, and to appoint and remove at pleasure any substitute for, or agent of my Agent, with respect to all or any of the matters or things herein mentioned and upon such terms as my Agent shall deem advisable; 4. To make, execute and verify any and all tax returns, forms or applications, or papers necessary or desirable for obtaining certificates or papers issued by any government agency; 5. To make gifts on one or more occasions to one or more charitable organizations and individuals who are determined by my Agent to be the natural objects of my bounty, provided, however, that in no event shall the total gifts to any one individual in any one calendar year exceed the federal gift tax annual exclusion in effect at the time of such gift; 6. To make, execute, seal and deliver any and all papers and instruments essential, necessary, proper or incidental to the carrying out of any and all of the above-mentioned acts, powers and purposes. By this document, I hereby grant to my Agent full power and authority to do and perform all and every act and thing whatsoever necessary to be done in respect of the foregoing, within the scope of the guidelines set forth above, as fully as I might or could do if I were personally present, and I hereby ratify and confirm all that my Agent shall lawfully do or cause to be done by virtue of this limited power of attorney. This limited power of attorney shall not be affected by my disability or mental or physical incapacity. Also, this limited power of attorney shall not be diminished or revoked by the mere passage of time. IN WITNESS WHEREOF, I have hereunto set my hand and seal the 6th day of November, 1996. WITNESS: [SPECIMEN] - ----------------------------- WITNESS: /S/ BARBARA A. FAVATE /S/ RENE BROWN - ----------------------------- ----------------------------- RENE BROWN STATE OF NEW JERSEY) )ss. COUNTY OF ESSEX ) BE IT REMEMBERED that on this 6th day of November, 1996, before me, a Notary Public, personally appeared RENE BROWN, who, I am satisfied, is the principal in the within instrument named, and I having first made known to her the contents thereof, she acknowledged that she signed, sealed and delivered the same as her voluntary act and deed for the uses and purposes therein expressed. /S/ JULIA A. MARTINO ---------------------------- Notary Public JULIA A. MARTINO A Notary Public of New Jersey My Commission Expires April 20, 1997 2 November 6, 1996 TO WHOM IT MAY CONCERN: The undersigned, Rene Brown, does hereby revoke the Power-of-Attorney dated July 12, 1988, executed by me. IN WITNESS WHEREOF, I have hereunto set my hand and seal the 6th day of November, 1996. WITNESS: [SPECIMEN] - ---------------------------------- WITNESS: /S/ BARBARA A. FAVATE /S/ RENE BROWN - ---------------------------------- -------------------------------- RENE BROWN STATE OF NEW JERSEY) )ss. COUNTY OF ESSEX ) BE IT REMEMBERED that on this 6th day of November, 1996, before me, a Notary Public, personally appeared RENE BROWN, who, I am satisfied, is the principal in the within instrument named, and I having first made known to her the contents thereof, she acknowledged that she signed, sealed and delivered the same as her voluntary act and deed for the uses and purposes therein expressed. /S/ JULIA A. MARTINO --------------------------- Notary Public JULIA A. MARTINO A Notary Public of New Jersey My Commission Expires April 20, 1997 EX-10.7(B) 3 AGREEMENT OF JOINT FILERS EXHIBIT 7(B) AGREEMENT OF JOINT FILERS Each of the undersigned acknowledges and agrees that the Amendment to Schedule 13D to which this Agreement is attached as Exhibit 7(b) is a joint statement filed on behalf of each of the undersigned. 1/23/97 /S/ IRA B. BROWN - ----------------------------- ------------------------------- Date Name: Ira B. Brown 1/23/97 /S/ MYRA BROWN - ----------------------------- ------------------------------- Date Name: Myra Brown -----END PRIVACY-ENHANCED MESSAGE-----