-----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, UFrTaqczdPwAfzxZ23UMLN2ROAnNn4D0cW+4MM844Yuz696aM5oQGNi3k27d1v21 mfcsNh+9SlhCVfcWdh2PuQ== 0000950138-96-000237.txt : 19960809 0000950138-96-000237.hdr.sgml : 19960809 ACCESSION NUMBER: 0000950138-96-000237 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960808 SROS: NYSE GROUP MEMBERS: BROWN IRA B GROUP MEMBERS: MYRA BROWN 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-43163 FILM NUMBER: 96606078 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: [] FILING VALUES: FORM TYPE: SC 13D 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 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __) * 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 North Post Oak Lane, Apartment 2803, Houston, Texas 77024 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 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-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with the statement. [X] (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 equity 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-1(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 and 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 pages) (Page 1 of 6 Pages) SCHEDULE 13D CUSIP No. 45868P100 Page 2 of 6 Pages ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ira B. Brown ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| Joint filing pursuant to Rule 13d-1(f)(1) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 (see Item 3 below) - -------------------------------------------------------------------------------- 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 SHARES 799,772 -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 301,864 OWNED BY EACH -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 799,772 -------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 301,864 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,101,636 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.15% - -------------------------------------------------------------------------------- 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 3 of 6 Pages ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Myra Brown ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| Joint filing pursuant to Rule 13d-1(f)(1) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 (see Item 3 below) - -------------------------------------------------------------------------------- 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 SHARES 168,011 ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 933,625 OWNED BY EACH ----------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 168,011 ----------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 933,625 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,101,636 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.15% - -------------------------------------------------------------------------------- 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 4 of 6 Pages 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. On February 27, 1996, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Delco Merger Corp., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and Brandon Systems Corporation, a Delaware corporation ("Brandon"). The Merger Agreement provided for the merger of Merger Sub with and into Brandon (the "Merger"), with Brandon as the surviving corporation and a wholly-owned subsidiary of Interim. On May 23, 1996, the stockholders of Brandon and Interim Services, Inc. voted to approve the Merger Agreement and the Merger, and the Merger became effective upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware. Upon effectiveness of the Merger, each outstanding share of common stock, par value $0.10 per share, of Brandon ("Brandon Common Stock") was converted into the right to receive 0.88 shares (the "Exchange Ratio") of Interim Services Common Stock. In connection with the Merger, Ira B. Brown, Myra Brown, Rene Brown (daughter of Ira and Myra Brown) and the Ira B. Brown Foundation, Inc. (a non-profit foundation of which Mr. and Mrs. Brown are co-trustees), shareholders of record of Brandon, each exchanged their shares of Brandon Common Stock for shares of Interim Services Common Stock at the applicable Exchange Ratio. Pursuant to a General Power of Attorney executed by Rene Brown, the daughter of Ira and Myra Brown, Ira and Myra Brown have severally been appointed the attorneys-in-fact for Rene Brown, each with full power to vote and dispose of the shares of Interim Services Common Stock held by Rene Brown. SCHEDULE 13D CUSIP No. 45868P100 Page 5 of 6 Pages Item 4. Purpose of Transaction. Exchange of shares in Merger (See Item 3) Item 5. Interest in Securities of the Issuer. (a) The 1,101,636 shares of Interim Services Common Stock referred to in this Schedule 13D (representing 7.15% of the outstanding shares of Interim Services Common Stock), includes: (i) 799,772 shares owned of record by Mr. Brown, as to which Mrs. Brown disclaims beneficial ownership; (ii) 168,011 shares owned of record by Myra Brown, as to which Mr. Brown disclaims beneficial ownership, (iii) 50,253 shares owned of record by Mr. Brown's daughter, Rene Brown, over which Mr. and Mrs. Brown have voting and dispositive power pursuant to a power of attorney; and (iv) 83,600 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 15,407,958 shares of Interim Services Common Stock as of July 30, 1996, based on information provided by the Company. (b) Ira B. Brown has the sole power to vote and the sole power to dispose of the 799,772 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 168,011 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 has the shared power, with Myra Brown, to vote and dispose of the 50,253 shares of Interim Services Common Stock owned of record by their daughter, Rene Brown, pursuant to a power of attorney. 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 83,600 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 168,011 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 799,772 shares of Interim Services Common Stock owned of record by Ira B. Brown and disclaims beneficial ownership thereof. (c) None. (d) Not applicable. (e) Not applicable. SCHEDULE 13D CUSIP No. 45868P100 Page 6 of 6 Pages Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None, other than the power-of-attorney described in Item 3. 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. August 6, 1996 /s/ Ira B. Brown - ------------------- ----------------------------------------- Date Name: Ira B. Brown August 6, 1996 /s/ Myra Brown - ------------------- ----------------------------------------- Date Name: Myra Brown EX-24 2 POWER OF ATTORNEY EXHIBIT 7(a) Notice: The powers granted by this document are broad and sweeping. They are defined in New York General Obligations Law, Article 5, Title 15, sections 5-1502A through 5-1503, which expressly permits the use of any other or different form of power of attorney desired by the parties concerned. Know All Men by These Presnts, which are intended to constitute a GENERAL POWER OF ATTORNEY pursuant to Article 5, Title 15 of the New York General Obligations Law: That I RENE BROWN, 489 4th Street, Brooklyn 11215 do hereby appoint IRA BROWN, MYRA BROWN, severally, 2000 Linwood Ave., Apt. 8V, Fort Lee, NJ 07024 my attorney(s)-in-fact TO ACT (a) If more than one agent is designated and the principal wishes each agent alone to be able to exercise the power conferred, insert in this blank the word "severally". Failure to make any insertion or the insertion of the word "jointly" will require the agents to act jointly. In my name, place and stead in any way which I myself could do, if I were personally present, with respect to the following matters as each of them is defined in Title 15 of Article 5 of the New York General Obligations Law to the extent that I am permitted by law to act through an agent: [Strike out and initial in the opposite box any one or more of the subdivisions as to which the principal does NOT desire to give the agent authority. Such elimination of any one or more of subdivisions (A) to (L), inclusive, shall automatically constitute an elimination also of subdivision (M).] To strike out any subdivision the principal must draw a line through the text of that subdivision AND write his initials in the box opposite. (A) real estate transactions;............................................[ X ] (B) chattel and goods transactions:......................................[ X ] (C) bond, share and commodity transactions;..............................[ X ] (D) banking transactions;................................................[ X ] (E) business operating transactions;.....................................[ X ] (F) insurance transactions;..............................................[ X ] (G) estate transactions;.................................................[ X ] (H) claims and litigation;...............................................[ X ] (I) personal relationships and affairs;..................................[ X ] (J) benefits from military service;......................................[ X ] (K) records, reports and statements;.....................................[ X ] (L) full and unqualified authority to my attorney(s)-in-fact to delegate any or all of the foregoing powers to any person or persons whom my attorney(s)-in-fact shall select;.....................................[ X ] (M) all other matters;....................................................[ X ] This power of attorney shall not be affected by the subsequent disability or incompetence of the principal. To induce any third party to act hereunder, I hereby agree that any third party receiving a duly executed copy or facsimile of this instrument may act hereunder, and that revocation or termination hereof shall be ineffective as to such third party unless and until actual notice or knowledge of such revocation or termination shall have been received by such third party, and I for myself and for my heirs, executors, legal representatives and assigns, hereby agree to indemnify and hold harmless any such third party from and against any and all claims that may arise against such third party by reason of such third party having relied on the provisions of this instrument. In Witness Whereof, I have hereunto signed my name and affixed my seal this 12th day of July, 1988. /s/ Rene Brown ----------------------------------------- (Signature of Principal) STATE OF NEW YORK, COUNTY OF NEW YORK ss.: On the 12th day of July, 1988, before me personally came Rene Brown, to be known, and known to me to be the individual described in, and who executed the foregoing instrument, and she acknowledged to me that she executed the same. /s/ Man Wai Lau ----------------------------------------- MAN WAI LAU Notary Public, State of New York No. 24-4781742 Qualified in Kings County Certificate Filed in New York County Commission Expires Nov. 30, 1989 EX-99 3 AGREEMENT OF JOINT FILERS EXHIBIT 7(b) Agreement of Joint Filers Each of the undersigned acknowledges and agrees that the Schedule 13D to which this Agreement is attached as Exhibit 7(b) is a joint statement filed on behalf of each of the undersigned. August 6, 1996 /s/ Ira B. Brown - ----------------------------- ----------------------------------------- Date Name: Ira B. Brown August 6, 1996 /s/ Myra Brown - ----------------------------- ----------------------------------------- Date Name: Myra Brown -----END PRIVACY-ENHANCED MESSAGE-----