-----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, G6Y3555ixakz6O8rdSKp9vNin4EpvXhjHSHJVtba0bBs8sYHAfjRHZ3LIWy8X+bv Q8p7b/pw1P5+fvB5mh644g== 0000950144-07-003054.txt : 20070403 0000950144-07-003054.hdr.sgml : 20070403 20070403163553 ACCESSION NUMBER: 0000950144-07-003054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 GROUP MEMBERS: AMY STOVER-NEWTON GROUP MEMBERS: PRESBYTERIAN LAY COMMITTEE, INC. GROUP MEMBERS: STEPHEN R. STOVER GROUP MEMBERS: STOVER 1999 CHARITABLE REMAINDER UNITRUST DATED 4/21/99 GROUP MEMBERS: STOVER REVOCABLE TRUST DATED 11/16/98 AS AMENDED GROUP MEMBERS: SUSAN J. STOVER GROUP MEMBERS: SUSAN J. STOVER GST IRREVOCABLE TRUST GROUP MEMBERS: THE STEPHEN R. STOVER IRREVOCABLE TRUST AS AMENDED 3/28/96 GROUP MEMBERS: WAYNESBURG COLLEGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTAFF INC CENTRAL INDEX KEY: 0000931911 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 941266151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50455 FILM NUMBER: 07744891 BUSINESS ADDRESS: STREET 1: 298 NORTH WIGET LANE CITY: WALNUT CREEK STATE: CA ZIP: 94598-2453 BUSINESS PHONE: 9259305300 MAIL ADDRESS: STREET 1: P O BOX 9280 STREET 2: 298 NORTH WIGET LANE CITY: WALNUT CREEK STATE: CA ZIP: 94598-2453 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN STAFF SERVICES INC DATE OF NAME CHANGE: 19941024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STOVER FOUNDATION CENTRAL INDEX KEY: 0001103256 IRS NUMBER: 680392330 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 298 NORTH WIGET LANE CITY: WALNUT CREEK STATE: CA ZIP: 94598 BUSINESS PHONE: (925) 930-5344 MAIL ADDRESS: STREET 1: 298 NORTH WIGET LANE CITY: WALNUT CREEK STATE: CA ZIP: 94598 SC 13D/A 1 g06445sc13dza.htm WESTAFF INC. Westaff Inc.
 

     
 
OMB APPROVAL
  
 
OMB Number: 3235-0145
  
 
Expires: February 28, 2009
  
 
Estimated average burden hours per response...14.5
  
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Westaff, Inc.
(Name of Issuer)
Common stock, $0.01 per share
(Title of Class of Securities)
957070 10 5
(CUSIP Number)
W. Robert Stover
298 North Wiget Lane
Walnut Creek, California 94598
(925) 930-5337

Copy to:

Bartley C. Deamer, Esq.
Bingham McCutchen LLP
1900 University Avenue
East Palo Alto, California 94303
(650) 849-4400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 30, 2007
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

 
 

 

                     
CUSIP No.
  
957070 10 5 
  

 

           
1   NAMES OF REPORTING PERSONS:

W. Robert Stover, as Co-Trustee of the Stover Revocable Trust dated November 16, 1998, as amended, and the Stover 1999 Charitable Remainder Unitrust dated 4/21/99
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF; OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   6,304,082(1)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    6,304,082(1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  6,304,082(1)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  37.95%(2)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(1) Consists of 3,246,536 shares of common stock of Westaff, Inc. held by the Stover Revocable Trust dated November 16, 1998, as amended, and 3,057,546 shares of common stock of Westaff, Inc. held by the Stover 1999 Charitable Remainder Unitrust dated 4/21/99.
(2) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.

 

                     
CUSIP No.
  
957070 10 5 
  

 

           
1   NAMES OF REPORTING PERSONS:

Joan C. Stover, as Co-Trustee of the Stover Revocable Trust dated November 16, 1998 as amended
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS
   
  AF; OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   3,246,536
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    3,246,536
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,246,536
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  19.55%(1)
     
14   TYPE OF REPORTING PERSON
   
  IN
(1) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.

 

                     
CUSIP No.
  
957070 10 5 
  

 

           
1   NAMES OF REPORTING PERSONS:

Parker T. Williamson, as Co-Trustee of the Stover 1999 Charitable Remainder Unitrust dated 4/21/99
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF; OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   3,057,546
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    3,057,546
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,057,546
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  18.41%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(1) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.

 

                     
CUSIP No.
  
957070 10 5 
  

 

           
1   NAMES OF REPORTING PERSONS:

The Stover Foundation
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF; OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  California
       
  7   SOLE VOTING POWER:
     
NUMBER OF   40,600
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   40,600
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  40,600
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0.24%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
(1) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.

 

                     
CUSIP No.
  
957070 10 5 
  

 

           
1   NAMES OF REPORTING PERSONS:

Amy Stover-Newton
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF; OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   105,560
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   105,560
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  105,560
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0.64%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(1) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.

 

                     
CUSIP No.
  
957070 10 5 
  

 

           
1   NAMES OF REPORTING PERSONS:

Stephen R. Stover
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF; OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   541,144
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   541,144
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  541,144
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  3.26%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(1) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.

 

                     
CUSIP No.
  
957070 10 5 
  

 

           
1   NAMES OF REPORTING PERSONS:

Susan J. Stover
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF; OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   573,435
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   573,435
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  573,435
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  3.45%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(1) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.

 

                     
CUSIP No.
  
957070 10 5 
  

 

           
1   NAMES OF REPORTING PERSONS:

Susan J. Stover, as Co-Trustee of the Susan J. Stover GST Irrevocable Trust
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF; OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   136,468(1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   136,468(1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  136,468(1)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0.82%(2)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(1) US Bank, N.A., Co-Trustee of the Susan J. Stover GST Irrevocable Trust, disclaims any beneficial ownership of, or any sole or shared power to vote or direct the vote or to dispose or direct the disposition of, any shares of common stock of Westaff, Inc. held by the Susan J. Stover GST Irrevocable Trust.
(2) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.

 

                     
CUSIP No.
  
957070 10 5 
  

 

           
1   NAMES OF REPORTING PERSONS:

Stephen R. Stover, as Co-Trustee of The Stephen R. Stover Irrevocable Trust as amended 3/28/96
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF; OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   100,211(1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   100,211(1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  100,211(1)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0.60%(2)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(1) AST Capital Trust, Co-Trustee of the Stephen R. Stover Irrevocable Trust as amended 3/28/96, disclaims any beneficial ownership of, or any sole or shared power to vote or direct the vote or to dispose or direct the disposition of, any shares of common stock of Westaff, Inc. held by The Stephen R. Stover Irrevocable Trust as amended 3/28/96.
(2) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.

 

                     
CUSIP No.
  
957070 10 5 
  

 

           
1   NAMES OF REPORTING PERSONS:

Waynesburg College
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF; OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Pennsylvania
       
  7   SOLE VOTING POWER:
     
NUMBER OF   105,356
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   105,356
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  100,211
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0.63%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
(1) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.

 

                     
CUSIP No.
  
957070 10 5 
  

 

           
1   NAMES OF REPORTING PERSONS:

Presbyterian Lay Committee, Inc.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF; OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  New York
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   25,540
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    25,540
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  25,540
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0.15%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
(1) Based on 16,609,603 shares of common stock of Westaff, Inc. outstanding on February 22, 2007, as disclosed in Westaff, Inc.’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on February 26, 2007.

 

INTRODUCTION
This Amendment No. 2 (this “Amendment”) to the Schedule 13D filed on March 13, 2007 and amended on March 15, 2007 (the “Schedule 13D”) by the Stover Revocable Trust dated November 16, 1988, as amended, the Stover Foundation, the Stover 1999 Charitable Remainder Unitrust dated 4/21/99, Amy Stover-Newton, Stephen Stover, Susan Stover, the Susan J. Stover GST Irrevocable Trust, the Stephen R. Stover Irrevocable Trust as amended 3/28/96, Waynesburg College and Presbyterian Lay Committee, Inc. (collectively, the “Reporting Persons”) relates to the common stock, par value $0.01, of Westaff, Inc. Capitalized terms used herein and not defined in this Amendment have the meanings set forth in the Schedule 13D.
This Amendment hereby amends the Schedule 13D as follows:
     The first paragraph in the Introduction of the Schedule 13D is hereby amended and restated in its entirety as follows:
     This Statement of Beneficial Ownership on Schedule 13D (this “Schedule 13D”) is being filed in connection with the Stock Purchase Agreement (the “Original Purchase Agreement”), dated as of February 28, 2007 as amended by the Amendment Agreement dated as of March 30, 2007 (the“Amendment,” and together with the Original Purchase Agreement the “Purchase Agreement”), among W. Robert Stover (“Mr. Stover”), the Stover Revocable Trust dated November 16, 1988, as amended (the “1998 Trust”), the Stover Foundation (the “Foundation”), the Stover 1999 Charitable Remainder Unitrust dated 4/21/99, (the “1999 Trust”), Amy Stover-Newton, Stephen Stover, Susan Stover, the Susan J. Stover GST Irrevocable Trust (the “GST Trust”), the Stephen R. Stover Irrevocable Trust as Amended 3/28/96 (the “1996 Trust”), Waynesburg College and Presbyterian Lay Committee, Inc. (the “Committee”) (collectively, the “Stockholders”) and DelStaff, LLC, a Delaware limited liability company (“DelStaff”).
     The last paragraph in the Introduction of the Schedule 13D is hereby amended and restated in its entirety as follows:
     The summary of the Purchase Agreement is qualified in its entirety by the full text of the Purchase Agreement, a complete and accurate copy of which is attached hereto as Exhibit 99.2 and Exhibit 99.4 and incorporated in its entirety herein by reference.
     The second paragraph in Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     Pursuant to the Purchase Agreement, DelStaff has the right to require the Stockholders to repurchase all (but not less than all) of the Sold Shares, in proportion to their respective interests therein as of immediately prior to the Closing Date (the “Put Option”), if all of the following (referred to herein as the “Representation Event”) do not occur on or before October 30, 2007 (as such date may be (i) extended by DelStaff in its sole discretion for up to two consecutive six-month periods, provided DelStaff is in compliance in all material respects with the provisions of the Purchase Agreement, and (ii) further extended by written agreement of the parties to the Purchase Agreement) (such date, as so extended, being referred to herein as the “Outside Date”):
  •   the Issuer amends its bylaws to increase the number of directors comprising the Board of Directors of the Issuer (the “Board”) from five to nine or such larger number as may be necessary to permit DelStaff’s director nominees to constitute a majority of the Board (including Michael Willis, who will be proposed for election as Chairman of the Board following the election of such nominees) and fill the newly created directorships with DelStaff’s nominees (the certificate of incorporation of the Issuer requires that stockholder amendments to the Issuer’s bylaws be approved by the affirmative vote of at least 51% of the combined voting power of all shares of the Issuer entitled to vote generally in the election of directors, voting together as a single class);
 
  •   DelStaff’s nominees are duly elected to, and constitute a majority of, the Board; and
 
  •   the Issuer (if applicable) files with the SEC and delivered to its stockholders an information statement on Schedule 14F-1 in respect of such nomination and election, pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder.
     The fifth paragraph in Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     As mentioned in the Introduction, the summary of the Purchase Agreement is qualified in its entirety by the full text of the Purchase Agreement, a complete and accurate copy of which is attached hereto as Exhibit 99.2 and Exhibit 99.4 and incorporated in its entirety in this Item 4 by reference.
     The seventh paragraph in Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     The summary of the Letter Agreement is qualified in its entirety by the full text of the Letter Agreement, a complete and accurate copy of which is attached hereto as Exhibit 99.3 and incorporated in its entirety in this Item 4 by reference.
The last paragraph in Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     On February 28, 2007, W. Robert Stover (“Stover”), the Chairman of the Board of Directors of the Issuer, took action under the relevant provisions of the certificate of incorporation and bylaws of the Issuer to (i) call in writing a special meeting of stockholders of the Issuer to be held on Wednesday, May 30, 2007 at 10:00 a.m. local time at the Issuer’s administrative offices located at 298 N. Wiget Lane, Walnut Creek, California (the “Stockholders Meeting”), (ii) call in writing a special meeting of the Board of Directors of the Issuer (the “Board”) to be held on Wednesday, April 4, 2007 at 10:00 a.m. local time at the Issuer’s administrative offices located at 298 N. Wiget Lane, Walnut Creek, California (the “Board Meeting”), and (iii) deliver written notice of the Board Meeting to the members of the Board. On March 30, 2007, Stover postponed the Stockholders Meeting called for in his notice until Friday, June 29, 2007 and the Board Meeting called for in his notice until Friday, May 4, 2007, in accordance with the relevant provisions of the certificate of incorporation and the bylaws of the Issuer. The written call of the Stockholders Meeting made by Mr. Stover provides that the current purposes of the Stockholders Meeting are to (i) amend the bylaws of the Company to increase the number of directors from five to nine (or such larger number as may be necessary to permit the persons nominated by DelStaff, LLC, a Delaware limited liability company (“DelStaff”), to constitute a majority of the members of the Board), (ii) elect DelStaff’s nominees to fill such newly created directorships, (iii) amend the certificate of incorporation of the Issuer to permit a stockholder that owns 20% or more of the outstanding shares of the Issuer’s common stock to call a special meeting of the stockholders, and (iv) to transact such other business as may properly come before the Stockholders Meeting or any adjournment or adjournments thereof. The written call of the Board Meeting made by Mr. Stover provides that the current purposes of the Board Meeting are to (i) set the record date for the Stockholders Meeting, (ii) approve the Issuer’s notice of the Stockholders Meeting, (iii) determine the size of each of the three classes of directors of the Board to account for the newly created directorships proposed to be created at the Stockholders Meeting, and (iv) take other actions as may be necessary or desirable in furtherance of the foregoing purposes.
     Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
Item 7. Material to Be Filed as Exhibits
  99.1   Joint Filing Agreement, dated as of March 12, 2007, among the Reporting Persons and DelStaff.*
 
  99.2   Stock Purchase Agreement, dated as February 28, 2007, among the Stockholders and DelStaff.*
 
  99.3   Letter Agreement, dated as of February 28, 2007, between W. Robert Stover and DelStaff.*
 
  99.4   Amendment Agreement, dated as of March 30, 2007, among the Stockholders and DelStaff.
 
*   Previously filed

 

 

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.
Dated: April 3, 2007
         
     
  /s/ W. Robert Stover    
  W. Robert Stover, as Co-Trustee of the Stover Revocable
Trust dated November 16, 1998, as amended, and the Stover 1999 Charitable Remainder Unitrust dated 4/21/99		  
     
 
  /s/ Joan C. Stover    
  Joan C. Stover, as Co-Trustee of the Stover Revocable
Trust dated November 16, 1998, as amended		  
     
 
     
  /s/ Parker T. Williamson    
  Parker T. Williamson, as Co-Trustee of the Stover   
  1999 Charitable Remainder Unitrust dated 4/21/99   
 
     
     
     
  THE STOVER FOUNDATION
 		  
  By:   /s/ W. Robert Stover    
    Name:   W. Robert Stover   
    Title:   Vice President, Treasurer and Director   
 
     
  /s/ Amy Stover-Newton    
  Amy Stover-Newton   
     
 
     
  /s/ Stephen R. Stover    
  Stephen R. Stover   
     
 
     
  /s/ Stephen R. Stover    
  Stephen R. Stover, as Co-Trustee of the Steven R. Stover   
  Irrevocable Trust as Amended 3/28/96   
 
     
  /s/ Susan J. Stover    
  Susan J. Stover   
     
 
     
  /s/ Susan J. Stover    
  Susan J. Stover, as Co-Trustee of the Susan J. Stover   
  GST Irrevocable Trust   
 
     
     
  WAYNESBURG COLLEGE
 		  
  By:   /s/ Roy Barnhart    
    Roy Barnhart   
    Vice President, Business and Finance   
 
     
     
     
  PRESBYTERIAN LAY COMMITTEE, INC.
 		  
  By:   /s/ Stephen G. Brown    
    Stephen G. Brown   
    Chief Executive Officer   

 

EX-99.4 2 g06445exv99w4.htm EX-99.4 AMENDMENT AGREEMENT DATED MARCH 30, 2007 Ex-99.4 Amendment Agreement dated March 30, 2007
 

Exhibit 99.4
AMENDMENT AGREEMENT
     This AMENDMENT No. 1 (this “Amendment”), dated as of March 30, 2007, to the Stock Purchase Agreement (the “Agreement”), dated as of February 28, 2007, by and among DelStaff, LLC, a Delaware limited liability company (“Buyer”), W. Robert Stover (“WRS”) and each of the stockholders of Westaff, Inc., a Delaware corporation (the “Company”), listed on Exhibit A attached to the Agreement (collectively, the “Stockholders”), is entered into by and among Buyer, WRS and each of the Stockholders. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
WITNESSETH:
     WHEREAS, the parties have entered into the Agreement, pursuant to which on February 28, 2007 Buyer purchased the Share Interests from each of the Stockholders, and each Stockholder sold his, her or its Share Interest to Buyer; and
     WHEREAS, the parties wish to amend the Agreement as set forth in this Amendment.
     NOW, THEREFORE, in consideration of the premises and in reliance on the representations, warranties, covenants and agreements contained in the Agreement and herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
     Section 1. Amendment to Definition of Outside Date. The definition of Outside Date contained in Section 1.01(a) of the Agreement is hereby amended and restated in its entirety to read as follows:
     ““Outside Date” means October 30, 2007, (a) as it may be extended by Buyer in its sole discretion, by written notice to the Stockholders, for up to two (2) consecutive six-month periods, provided Buyer is in compliance in all material respects with the provisions of this Agreement (including Sections 6.01 and 6.04), and (b) as it may be further extended by written agreement of the parties hereto.”
     Section 2. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Amendment without the consent of the other parties hereto; provided, however, that Buyer may, without the consent of any of the other parties hereto (a) (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder, and (b) assign its rights and obligations pursuant to this Amendment, in whole or in part, in connection with any sale, transfer or other disposition of all or any portion of the Shares in any form of transaction or to its lenders providing financing for the purchase of the Shares. Notwithstanding the foregoing, in any and all of the cases described in clauses (a) and (b) of this Section 2, Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder.

 

 

     Section 3. Counterparts; No Third Party Beneficiaries. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or e-mail, shall be treated in all manner and respects as an original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail as a defense to the formation or enforceability of a contact and each such party forever waives any such defense. No provision of this Amendment is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.
     Section 4. Entire Agreement. This Amendment, the Agreement (and all exhibits and schedules thereto), the Pledge Agreement, the Custody Agreement, the Promissory Notes and the Guaranty constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.
     Section 5. Severability. If any term or provision of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms and provisions of this Amendment or any related agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
     Section 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state.
     Section 7. Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Amendment and any related agreement or the transactions contemplated hereby or thereby shall be brought exclusively in any federal or state court located in the State of Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that

2

 

service of process on such party as provided in Section 9.01 of the Agreement shall be deemed effective service of process on such party.
     Section 8. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT OR ANY RELATED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
[Remainder of page intentionally left blank]

3

 

     IN WITNESS WHEREOF, the parties hereto have duly executed, or caused to be duly executed by their respective authorized officers, this Amendment as of the day and year first above written.
         
  DELSTAFF, LLC
 		  
  By:   /s/ John Black   
    Name:   John Black   
    Title:   Manager   
 
         
  STOVER REVOCABLE TRUST DATED
NOVEMBER 16, 1988, AS AMENDED
 		  
  By:   /s/ W. Robert Stover   
    Name:   W. Robert Stover   
    Title:   Co-Trustee   
 
         
 
W. ROBERT STOVER
 		  
  /s/ W. ROBERT STOVER   
                          
                
 
         
  THE STOVER FOUNDATION
 		  
  By:   /s/ W. Robert Stover   
    Name:   W. Robert Stover   
    Title:   Vice President, Treasurer and Director   
 
         
  STOVER 1999 CHARITABLE REMAINDER
UNITRUST DATED 4/21/99
 		  
  By:   /s/ W. Robert Stover   
    Name:   W. Robert Stover   
    Title:   Co-Trustee   
 

4

 

         
  AMY STOVER-NEWTON
 		  
  /s/ AMY STOVER-NEWTON   
                          
                
 
         
  STEPHEN STOVER
 		  
  /s/ STEPHEN STOVER   
                          
                
 
         
  SUSAN STOVER
 		  
  /s/ SUSAN STOVER   
                          
                
 
         
  /s/ SUSAN J. STOVER   
  SUSAN J. STOVER, AS CO-TRUSTEE OF THE
SUSAN J. STOVER IRREVOCABLE TRUST
 		  
        
                          
                
 
         
  U.S. BANK, AS CO-TRUSTEE OF THE SUSAN J. STOVER IRREVOCABLE TRUST
 		  
  By:   /s/ Joyce M. Cutler    
    Name:   Joyce M. Cutler   
    Title:   VP and Trust Relationship Manager   
 
         
        
          
          
                          
                
  /s/ STEPHEN R. STOVER    
  STEPHEN R. STOVER, AS CO-TRUSTEE OF THE STEPHEN R. STOVER IRREVOCABLE TRUST AS AMENDED 3/28/96
 		  
        
          
          
 

5

 

         
  WAYNESBURG COLLEGE
 		  
  By:   /s/ Roy Barnhart   
    Name:   Roy Barnhart   
    Title:   Vice President, Business and Finance   
 
         
  PRESBYTERIAN LAY COMMITTEE, INC.
 		  
  By:   /s/ Stephen G. Brown   
    Name:   Stephen G. Brown   
    Title:   Chief Executive Officer   
 

6

-----END PRIVACY-ENHANCED MESSAGE-----