-----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, It82C4i5R3iPF/gO08YRhjh8YotFIAjUaUiZVUsmFWZ2SOx3Y6RGfjZDCm2+eZjS MMpiJPkUwD0PAT7odor4PQ== 0001047469-99-004995.txt : 19990212 0001047469-99-004995.hdr.sgml : 19990212 ACCESSION NUMBER: 0001047469-99-004995 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990211 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 13G SEC ACT: SEC FILE NUMBER: 005-50455 FILM NUMBER: 99532626 BUSINESS ADDRESS: STREET 1: 301 LENNON LANE CITY: WALNUT CREEK STATE: CA ZIP: 94598-2453 BUSINESS PHONE: 5109305300 MAIL ADDRESS: STREET 1: P O BOX 9280 STREET 2: 301 LENNON 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: 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 13G BUSINESS ADDRESS: STREET 1: 301 LENNON LANE CITY: WALNUT CREEK STATE: CA ZIP: 94598-2453 BUSINESS PHONE: 5109305300 MAIL ADDRESS: STREET 1: P O BOX 9280 STREET 2: 301 LENNON LANE CITY: WALNUT CREEK STATE: CA ZIP: 94598-2453 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN STAFF SERVICES INC DATE OF NAME CHANGE: 19941024 SC 13G 1 SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 (Amendment No. ) ------ Westaff, Inc. ---------------------------------- (Name of Issuer) Common Stock ---------------------------------- (Title of Class of Securities) 957070 10 5 ---------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement / / (A fee is not required if the filing 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). (1)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 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). (Continued on following page(s)) (Page 1 of 5 Pages) CUSIP No. 957070 10 5 13G Page 2 of 5 Pages - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Stover Revocable Trust dated November 16, 1988, as amended - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Citizenship or Place of Organization California - ------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power Beneficially 8,894,827 shares of Common Stock* Owned by -------------------------------------------------- Each Reporting (6) Shared Voting Power Person With ** -------------------------------------------------- (7) Sole Dispositive Power 8,894,827 shares of Common Stock -------------------------------------------------- (8) Shared Dispositive Power ** - ------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 9,140,323 - ------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* 997,243 shares owned by The Stover Charitable Lead Annuity Trust of /X/ which W. Robert Stover is Trustee but has disclaimed beneficial ownership. - ------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 57.69% - ------------------------------------------------------------------------------- (12) Type of Reporting Person* 00 - ------------------------------------------------------------------------------- * 65,000 shares of Common Stock are directly owned by the Stover Charitable Remainder Unitrust dated November 1, 1994. Mr. Stover is a co-trustee of that entity. ** 245,496 shares of Common Stock are directly owned by the Stover Foundation, a California nonprofit religious corporation (the "New Foundation"). W. Robert Stover, the Chairman of the Board and Chief Executive Officer of the Issuer as of December 31, 1998 ("Mr. Stover") and the Co-Trustee of the Reporting Person, is a director of the New Foundation. CUSIP No. 957070 10 5 13G Page 3 of 5 Pages - ------------------------------------------------------------------------------- ITEM 1(a). NAME OF ISSUER Westaff, Inc. - ------------------------------------------------------------------------------- ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 301 Lennon Lane, Walnut Creek, California 94598 - ------------------------------------------------------------------------------- ITEM 2(a). NAME OF PERSON(s) FILING Stover Revocable Trust dated November 16, 1998, as amended - ------------------------------------------------------------------------------- ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 120 Wildwood Gardens, Piedmont, CA 94611 - ------------------------------------------------------------------------------- ITEM 2(c). CITIZENSHIP United States - ------------------------------------------------------------------------------- ITEM 2(d). TITLE OF CLASS OF SECURITIES Common Stock - ------------------------------------------------------------------------------- ITEM 2(e). CUSIP NUMBER 957070 10 5 - ------------------------------------------------------------------------------- ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: Not applicable (a) / / Broker or Dealer registered under Section 15 of the Act (b) / / Bank as defined in Section 3(a)(6) of the Act (c) / / Insurance Company as defined in Section 3(a)(19) of the Act (d) / / Investment Company registered under Section 8 of the Investment Company Act (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; SEE Rule 13d-1(b)(1)(ii)(F) (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) SEE Item 7. (h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H). ITEM 4. OWNERSHIP. If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount beneficially owned: 9,140,323 --------------------------------------------------------------------------- (b) Percent of class: 57.69% --------------------------------------------------------------------------- CUSIP No. 957070 10 5 13G Page 4 of 5 Pages - ------------------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 8,894,827 ------------------------ (ii) Shared power to vote or to direct the vote 245,496 ---------------------- (iii) Sole power to dispose or to direct the disposition of 8,894,827 ------------ (iv) Shared power to dispose or to direct the disposition of 245,496 ---------- ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable 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 Joan C. Stover, Co-Trustee of Stover Revocable Trust dated November 16, 1988, as amended 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 an employee benefit plan, pension fund or endowment fund is not required. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY, Not Applicable. If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(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 has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identification of the relevant subsidiary. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate under Item 3(h) 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 Rule 13d-1(c), attach an exhibit stating the identity of each member of the group. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. 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. ITEM 10. CERTIFICATION The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b): "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect." CUSIP No. 957070 10 5 13G Page 5 of 5 Pages - ------------------------------------------------------------------------------- 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 11, 1999 ---------------------------------------- (Date) /s/ W. Robert Stover ---------------------------------------- (Signature) W. Robert Stover Co-Trustee, Stover Revocable Trust dated November 16, 1988 as amended ---------------------------------------- (Name/Title) -----END PRIVACY-ENHANCED MESSAGE-----