-----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, PdpQQIkgR3I8GsesUz6iFVHkZWf1dlfhU5r4PRJFfDE1DuxebQAAX9smbKKmpN/f b+OkonF4qRQTjyqJyv2sdQ== 0000906344-97-000104.txt : 19971216 0000906344-97-000104.hdr.sgml : 19971216 ACCESSION NUMBER: 0000906344-97-000104 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971215 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROFESSIONAL STAFF PLC CENTRAL INDEX KEY: 0001018290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50295 FILM NUMBER: 97737853 BUSINESS ADDRESS: STREET 1: BUCKLAND HOUSE WATERSIDE DR LANGLEY STREET 2: BUSINESS PARK CITY: SLOUGH SL3 6EZ STATE: X0 ZIP: 00000 BUSINESS PHONE: 2126647666 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY FALK & RABKIN CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 FORMER COMPANY: FORMER CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK DATE OF NAME CHANGE: 19930601 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. __)* PROFESSIONAL STAFF PLC (Name of Issuer) American Depositary Receipts (Title of Class of Securities) 74315R105 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 23, 1997 (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 [ ]. 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 the disclosures provided in a prior cover 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). Page 1 of 5 CUSIP NO. 74315R105 SCHEDULE 13D Page 2 of 5 1 Name of Reporting Person EDMUND H. SHEA, JR. IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds PF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 355,000 NUMBER OF 8 Shared Voting Power -0- SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power 355,000 REPORTING PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 355,000 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 6.1% 14 Type of Reporting Person IN CUSIP NO. 74315R105 SCHEDULE 13D Page 3 of 5 Item 1. Security and Issuer This Schedule 13D relates to American Depositary Receipts ("ADRs") of Professional Staff PLC (the "Issuer"), with each ADR representing one common share. The principal executive office and mailing address of the Issuer is Buckland House, Waterside Drive, Langley Business Park, Slough SL3 6EZ, England. Item 2. Identity and Background (a) This Schedule 13D is filed by Edmund H. Shea, Jr., the trustor and trustee of the E&M RP Trust, a revocable trust which acquired the ADRs described in this Schedule 13D (the "Reporting Person"). (b) The Reporting Person's business address is 655 Brea Canyon Road, Walnut, CA 91789. (c) The Reporting Person's principal occupation is Vice President of J.F. Shea Co., Inc., a construction, land development and venture capital firm whose address is 655 Brea Canyon Road, Walnut, CA 91789. (d) During the past five years, the Reporting Person has not been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in being 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 which found any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The source of funds for the purchases of securities was the personal funds of the Reporting Person. Item 4. Purpose of Transaction The Reporting Person acquired the securities for investment. Depending upon market conditions and other factors, the Reporting Person may acquire additional securities of the Issuer, in the open market, in privately negotiated transactions or otherwise. Alternatively, depending upon market conditions and other factors, the Reporting Person may, from time to time, dispose of some or all of the securities of the Issuer. The Reporting Person does not have any present plans or proposals that relate to or would result in any of the CUSIP NO. 74315R105 SCHEDULE 13D Page 4 of 5 consequences listed in paragraphs (a)-(j) of Item 4 of Schedule 13D, or any agreement regarding such matters, although the Reporting Person may in the future take actions that would have such consequences. Item 5. Interest in Securities of the Issuer (a), (b) According to information furnished to the Reporting Person by the Issuer, there were 5,842,168 common shares issued and outstanding as of a recent date. Based on such information, after taking into account the transactions described in Item 5(c) below, the Reporting Person reports ownership of 355,000 ADRs, which represents 6.1% of the outstanding common shares. (c) During the last 60 days, the Reporting Person purchased the following ADRs on the open market: Trade Date ADRs Price/Share 10/02/97 20,000 $15.500 11/26/97 15,000 $17.125 (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Person is not a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits No Exhibits. CUSIP NO. 74315R105 SCHEDULE 13D Page 5 of 5 Signatures 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: December 12, 1997 /s/EDMUND H. SHEA, JR. ______________________________ EDMUND H. SHEA, JR. Trustee and Trustor of the E&M RP Trust, a revocable trust -----END PRIVACY-ENHANCED MESSAGE-----