0001174947-18-001244.txt : 20181019 0001174947-18-001244.hdr.sgml : 20181019 20181019160638 ACCESSION NUMBER: 0001174947-18-001244 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181019 DATE AS OF CHANGE: 20181019 GROUP MEMBERS: ANDREW H. CUROE GROUP MEMBERS: DAVID M. HEMPSTEAD GROUP MEMBERS: WILLIAM U. PARFET SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KELLY SERVICES INC CENTRAL INDEX KEY: 0000055135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 381510762 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-17615 FILM NUMBER: 181130524 BUSINESS ADDRESS: STREET 1: 999 W BIG BEAVER RD CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 2483624444 MAIL ADDRESS: STREET 1: 999 WEST BIG BEAVER RD CITY: TROY STATE: MI ZIP: 48084 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TERENCE E. ADDERLEY REVOCABLE TRUST K CENTRAL INDEX KEY: 0001756397 IRS NUMBER: 000000000 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O ANDREW CUROE, TRUSTEE STREET 2: 6TH FLOOR AT FORD FIELD, 1901 ST ANTOINE CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: (313) 259-7777 MAIL ADDRESS: STREET 1: C/O ANDREW CUROE, TRUSTEE STREET 2: 6TH FLOOR AT FORD FIELD, 1901 ST ANTOINE CITY: DETROIT STATE: MI ZIP: 48226 SC 13D 1 sc13d-20962_teartk.htm SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

KELLY SERVICES, INC.

(Name of Issuer)

 

 

Class B Common Stock, $1.00 Par value

(Title of Class of Securities)

 

 

Class B Common Stock - 488152307

(CUSIP Number)

 

Andrew H. Curoe

Bodman PLC

6th Floor at Ford Field

1901 St. Antoine Street

Detroit, Michigan 48226

313-259-7777

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

 

October 9, 2018

(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. 48815230713DPage 2 of 9

 

  1.

Names of Reporting Persons.

Terence E. Adderley Revocable Trust K

 
  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 
    (a)  o

 

 
    (b)  T

 

 
  3. SEC Use Only  
  4.

Source of Funds (See Instructions)

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

Michigan

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

7. Sole Voting Power                0  
8. Shared Voting Power            3,139,940

 

 

 

9. Sole Dispositive Power        0

 

 

 

10. Shared Dispositive Power   3,139,940

 

 

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,139,940

 

 

 

  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) 91.5%

 

 

 

  14.

Type of Reporting Person (See Instructions)

OO

 

 

 

           

 

 

CUSIP No. 48815230713DPage 3 of 9

 

  1.

Names of Reporting Persons.

Andrew H. Curoe

 
  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 
    (a)  o    
    (b)  T    
  3. SEC Use Only  
  4.

Source of Funds (See Instructions)

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

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

7. Sole Voting Power               0  
8. Shared Voting Power          3,212,765

 

 

 

9. Sole Dispositive Power       0

 

 

 

10. Shared Dispositive Power   3,212,765

 

 

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,212,765

 

 

 

  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) 93.6%

 

 

 

  14.

Type of Reporting Person (See Instructions)

IN

 

 

 

           

 

 

 

CUSIP No. 48815230713DPage 4 of 9

 

  1.

Names of Reporting Persons.

David M. Hempstead

 
  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 
    (a)  o    
    (b)  T    
  3. SEC Use Only  
  4.

Source of Funds (See Instructions)

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

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

7. Sole Voting Power        0  
8. Shared Voting Power      3,139,940

 

 

 

9. Sole Dispositive Power     0

 

 

 

10. Shared Dispositive Power   3,139,940

 

 

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,139,940

 

 

 

  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) 91.5%

 

 

 

  14.

Type of Reporting Person (See Instructions)

IN

 

 

 

           

 

 

CUSIP No. 48815230713DPage 5 of 9

 

  1.

Names of Reporting Persons.

William U. Parfet

 
  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 
    (a)  o    
    (b)  T    
  3. SEC Use Only  
  4.

Source of Funds (See Instructions)

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

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

7. Sole Voting Power        0  
8. Shared Voting Power      3,139,940

 

 

 

9. Sole Dispositive Power     0

 

 

 

10. Shared Dispositive Power   3,139,940

 

 

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,139,940

 

 

 

  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) 91.5%

 

 

 

  14.

Type of Reporting Person (See Instructions)

IN

 

 

 

           

 

 

CUSIP No. 48815230713DPage 6 of 9

Item 1.Security and Issuer

 

This statement on Schedule 13D relates to the Class B Common Stock, $1.00 par value (the “Class B Stock”), of Kelly Services, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal offices are located at 999 West Big Beaver Road, Troy, Michigan 48084.

 

Item 2.Identity and Background

 

(a)This statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

Terence E. Adderley Revocable Trust K (“Trust K”);

Andrew H. Curoe, as co-trustee of Trust K;

David M. Hempstead, as co-trustee of Trust K;

William U. Parfet, as co-trustee of Trust K (together with Mr. Curoe and Mr. Hempstead, the “Trust K Trustees”);

(b)The business address for each Reporting Person is as follows:
  For Trust K: Terence E. Adderley Revocable Trust K

c/o Andrew H. Curoe, Trustee

6th Floor at Ford Field

1901 St. Antoine Street

Detroit, MI 48226

 

  For the Trust K Trustees: c/o Andrew H. Curoe

6th Floor at Ford Field

1901 St. Antoine Street

Detroit, MI 48226

 

(c)President Principal Occupation or Employment
  For Trust K: Not applicable.
  For Mr. Curoe: Attorney, Bodman PLC, 6th Floor at Ford Field, 1901 St. Antoine Street, Detroit, MI 48226.
  For Mr. Hempstead: Attorney, Bodman PLC, 6th Floor at Ford Field, 1901 St. Antoine Street, Detroit, MI 48226.
  For Mr. Parfet: Chairman and CEO, Northwood Group, LLC, 277 S. Rose Street, Suite 3500, Kalamazoo, MI 49007
(d)-(e)During the last five years, none of the Reporting Persons (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

CUSIP No. 48815230713DPage 7 of 9

(f)Citizenship:
  For Trust K: Not applicable.
  For Mr. Curoe: United States.
  For Mr. Hempstead: United States.
  For Mr. Parfet: United States.
Item 3.Source and Amount of Funds or Other Consideration

Trust K was created by Terence E. Adderley during his lifetime as a revocable trust, with Mr. Adderley serving as the trustee of, and retaining the right to revoke, Trust K. During his lifetime, Mr. Adderley funded Trust K, including a gift of 3,139,940 shares of Class B Stock to Trust K. Mr. Adderley died on October 9, 2018, at which time the trust became irrevocable. In accordance with the provisions of Trust K, the Trust K Trustees were appointed as successor trustees of the trust.

Mr. Curoe may be deemed the beneficial owner of an additional 72,825 shares of Class B Stock held by trusts where Mr. Curoe acts as trustee or co-trustee, including ten trusts holding 100 shares of Class B Stock each, and one trust holding 71,825 shares of Class B Stock.

Item 4.Purpose of Transaction

The Reporting Persons do not have any present plans which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 5.Interest in Securities of the Issuer

(a–b) The aggregate number and percentage of the shares of Class B Stock beneficially owned by each Reporting Person set forth below and on pages 2-5 hereof are based on 3,431,972 shares of Class B Stock outstanding as of July 30, 2018.

 

CUSIP No. 48815230713DPage 8 of 9

Reporting Person Amount
beneficially
owned
Percent
of class
Sole power
to vote or
direct the
vote
Shared
power to
vote or
direct the
vote
Sole power to
dispose or to
direct the
disposition of
Shared
power to
dispose or
direct the
disposition
of
Amount of
beneficially
owned
securities
subject to
right to
acquire

Trust K

 

3,139,940 91.5% 0 3,139,940 0 3,139,940 0
Andrew H. Curoe, as co-trustee of Trust K 3,212,765 93.6% 0 3,212,765 0 3,212,765 0
David M. Hempstead, as co-trustee of Trust K 3,139,940 91.5% 0 3,139,940 0 3,139,940 0
William U. Parfet, as co-trustee of Trust K 3,139,940 91.5% 0 3,139,940 0 3,139,940 0

 

(c) None.

(d) None.

(e) Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer

The Trust K Trustees must act by majority vote to exercise investment or voting power over the Class B Shares owned by Trust K. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934 (the “Exchange Act”), this filing shall not be deemed an admission that the Trust K Trustees are, for purposes of Section 13(d) of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein.

Item 7.Material to be Filed As Exhibits
Exhibit
Number
Description
1 Joint Filing Agreement dated October 19, 2018, by and among the Reporting Persons.

 

CUSIP No. 48815230713DPage 9 of 9

SIGNATURE

 

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

 

Date: October 19, 2018

 

  Terence E. Adderley Revocable Trust K,
dated March 4, 2002
     
     
  By: /s/ Andrew H. Curoe
  Name: Andrew H. Curoe
  Its: Co-Trustee
     
     
     
    /s/ Andrew H. Curoe
  Andrew H. Curoe, as Co-Trustee of the
Terence E. Adderley Revocable Trust K
     
     
     
    /s/ David M. Hempstead
  David M. Hempstead, as Co-Trustee of the
Terence E. Adderley Revocable Trust K
     
     
     
    /s/ William U. Parfet
  William U. Parfet, as Co-Trustee of the
Terence E. Adderley Revocable Trust K

 

 

 

EX-1 2 ex1.htm EX-1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them a statement on Schedule 13D (including amendments thereto, if any) with respect to the shares of Class B Common Stock of Kelly Services, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing.

Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 19th day of October, 2018.

  Terence E. Adderley Revocable Trust K,
dated March 4, 2002
     
     
  By: /s/ Andrew H. Curoe
  Name: Andrew H. Curoe
  Its: Co-Trustee
     
     
     
    /s/ Andrew H. Curoe
  Andrew H. Curoe, as Co-Trustee of the
Terence E. Adderley Revocable Trust K
     
     
     
    /s/ David M. Hempstead
  David M. Hempstead, as Co-Trustee of the
Terence E. Adderley Revocable Trust K
     
     
     
    /s/ William U. Parfet
  William U. Parfet, as Co-Trustee of the
Terence E. Adderley Revocable Trust K