-----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, HPSqOtgSrjQH4G6gwR7lseqAZ5mX7dTWykvw+i1NKH5kHkq94DBHx5hBn4QuDJ67 IA4ZHxCxkKCDyhO+LDVyhw== 0000950123-97-001451.txt : 19970222 0000950123-97-001451.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950123-97-001451 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970214 SROS: NONE GROUP MEMBERS: BANKERS TRUST COMPANY GROUP MEMBERS: BANKERS TRUST NEW YORK CORP GROUP MEMBERS: PYRAMID VENTURES INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADMINISTAFF INC \DE\ CENTRAL INDEX KEY: 0001000753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 760479645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48651 FILM NUMBER: 97536410 BUSINESS ADDRESS: STREET 1: 19001 CRESCENT SPRINGS DR CITY: KINGWOOD STATE: TX ZIP: 77339 BUSINESS PHONE: 7133588986 MAIL ADDRESS: STREET 1: 19001 CRESCENT SPRINGS DR CITY: KINGWOOD STATE: TX ZIP: 77339 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 280 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13G 1 SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ADMINISTAFF, INC. ___________________________________ (Name of Issuer) Common Stock, par value $0.01 per share ___________________________________ (Title of Class of Securities) 00 7094105 ___________________________________ (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing of 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 (the "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 12 Pages 2 SCHEDULE 13G - -------------------------------- ---------------------------------- CUSIP No. 00 7094105 Page 2 of 12 Pages - -------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pyramid Ventures, Inc. EIN 13-3407479 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 1,609,732 OWNED BY EACH ------------------------------------------------------ REPORTING 6 SHARED VOTING POWER PERSON WITH 0 ------------------------------------------------------ 7 SOLE DISPOSITIVE POWER 1,609,732 ------------------------------------------------------ 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,609,732 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /X/ (See Instructions) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.0% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 3 SCHEDULE 13G - -------------------------------- ---------------------------------- CUSIP No. 00 7094105 Page 3 of 12 Pages - -------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust New York Corporation EIN 13-6180473 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0* OWNED BY EACH ----------------------------------------------------- REPORTING 6 SHARED VOTING POWER PERSON WITH 0 ----------------------------------------------------- 7 SOLE DISPOSITIVE POWER 0* ----------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /X/ (See Instructions) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- * Pyramid Ventures, Inc. is an indirect wholly-owned subsidiary of Bankers Trust New York Corporation. As a result, Bankers Trust New York Corporation may be deemed to be the indirect beneficial owner of the shares of Common Stock of Issuer beneficially owned by Pyramid Ventures, Inc. 4 SCHEDULE 13G - -------------------------------- ---------------------------------- CUSIP No. 00 7094105 Page 4 of 12 Pages - -------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust Company EIN 13-4941247 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 200* OWNED BY EACH ------------------------------------------------------ REPORTING 6 SHARED VOTING POWER PERSON WITH 0 ------------------------------------------------------ 7 SOLE DISPOSITIVE POWER 200* ------------------------------------------------------ 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / (See Instructions) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.001% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) BK, IA - -------------------------------------------------------------------------------- * Represents shares of Issuer's Common Stock held as fiduciary on behalf of its customers. Bankers Trust Company may be deemed to be the beneficial owner of such shares. 5 SCHEDULE 13G ITEM 1(A). NAME OF ISSUER: Administaff, Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 19001 Crescent Springs Drive Kingwood, Texas 77339-3802 ITEM 2(A). NAME OF PERSON FILING. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. ITEM 2(C). CITIZENSHIP. This Schedule 13G is being filed by: (i) Pyramid Ventures, Inc., a Delaware corporation ("Pyramid"), with respect to shares of Common Stock of the Issuer deemed to be beneficially owned by it; (ii) Bankers Trust New York Corporation, a New York corporation ("BTNY"), which as a parent of Pyramid may be deemed to be the indirect beneficial owner of the shares of Common Stock of the Issuer owned by Pyramid; and (iii) Bankers Trust Company, a New York banking corporation ("BTCo."), with respect to shares of the Issuer beneficially held by it as fiduciary on behalf of its customers. Pyramid, BTNY and BTCo. are referred to collectively as the "Reporting Persons". The principal business office of each of the Reporting Persons is in care of Bankers Trust Company, 130 Liberty Street, New York, New York 10006. ITEM 2(D). TITLE OR CLASS OF SECURITIES: Common Stock, par value $0.01 per share ITEM 2(E). CUSIP NUMBER: 00 7094105 ITEM 3. Not applicable. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a: (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 Section 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) Page 5 of 12 Pages 6 ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: (i) Pyramid beneficially owns 1,609,732 shares of Common Stock of the Issuer, constituting approximately 12.0% of the 13,796,651 shares of Common Stock of the Issuer reported to be outstanding as set forth in the Issuer's Form 8-A (File No. 13998), dated as of January 28, 1997. Pyramid is a party to that certain Voting Agreement, dated as of May 13, 1994 (the "Voting Agreement"), among Paul J. Sarvadi, Gerald M. McIntosh, Richard G. Rawson, William E. Lange, Scott C. Hensel, James W. Hammond, Gary F. Reed, the Sarvadi Family Foundation, the McIntosh Charitable Remainder Unit Trust, the Hammond Family Foundation, the Gary and Nancy Reed Foundation, the Board of Trustees of the Texas Growth Fund--1991 Trust and Pyramid. The Voting Agreement sets forth certain voting provisions among the parties thereto with respect to the election of directors of the Issuer. As a result of the Voting Agreement, the parties thereto may be deemed to be members of a "group" within the meaning of Rule 13d-5(b)(i) under the Securities Exchange Act of 1934, as amended, and accordingly may be deemed to have beneficial ownership of all of the shares of Common Stock of the Issuer that are subject to the Voting Agreement. In total, 9,302,538 shares of Common Stock, constituting approximately 67.4% of the 13,796,651 shares of Common Stock of the Issuer reported to be outstanding as set forth in the Issuer's Form 8-A (File No. 13998), dated as of January 28, 1997, are subject to the Voting Agreement. However, each of the Reporting Parties disclaims both membership in such group and beneficial ownership of such shares of Common Stock of the Issuer, other than the shares of Common Stock expressly identified herein as beneficially owned by the Reporting Parties. The Voting Agreement is filed as Exhibit 1.2 to this Schedule 13G. (ii) As a parent of Pyramid, BTNY may be deemed to be the indirect beneficial owner of the shares of Common Stock of the Issuer owned by Pyramid. (iii) BTCo. may be deemed to be the beneficial owner of 200 shares of Common Stock of the Issuer held by it as fiduciary on behalf of its customers, constituting approximately 0.001% of the shares of Common Stock of the Issuer reported to be outstanding as set forth in the Issuer's Form 8-A (File No. 13998), dated as of January 28, 1997. (b) Percent of Class: (i) Pyramid: 12.0% (ii) BTNY: 0% (iii) BTCo.: 0.001% Page 6 of 12 Pages 7 (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: (x) Pyramid: 1,609,732 (y) BTNY: 0 (z) BTCo.: 200 (ii) Shared power to vote or to direct the vote: (x) Pyramid: 0 (y) BTNY: 0 (z) BTCo.: 0 (iii) Sole power to dispose or to direct the disposition of: (x) Pyramid: 1,609,732 (y) BTNY: 0 (z) BTCo.: 200 (iv) Shared power to dispose or to direct the disposition of: (x) Pyramid: 0 (y) BTNY: 0 (z) BTCo.: 0 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT OF BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Item 2 above. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. Page 7 of 12 Pages 8 ITEM 10. CERTIFICATION. 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 purposes or effect. 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. Date: February 13, 1997 PYRAMID VENTURES, INC., a Delaware corporation By: /s/ Brian Talbot ______________________________________ Brian Talbot Secretary/Treasurer Page 8 of 12 Pages 9 ITEM 10. CERTIFICATION. 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 purposes or effect. 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. Date: February 13, 1997 BANKERS TRUST NEW YORK CORPORATION, a Delaware corporation By:/s/ Joseph T. Wood ____________________________________ Joseph T. Wood Senior Vice President Page 9 of 12 Pages 10 ITEM 10. CERTIFICATION. 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 purposes or effect. 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. Date: February 13, 1997 BANKERS TRUST COMPANY, a New York corporation By:/s/ James T. Byrne _______________________________________ James T. Byrne Managing Director Page 10 of 12 Pages 11 EXHIBIT INDEX
Exhibit Description - ------- ----------- 1.1 Joint Filing Statement of Pyramid Ventures, Inc., Bankers Trust New York Corporation and Bankers Trust Company. 1.2 Voting Agreement, dated as of May 13, 1994, among Paul J. Sarvadi, Gerald M. McIntosh, Richard G. Rawson, William E. Lange, Scott C. Hensel, James W. Hammond, Gary F. Reed, the Sarvadi Family Foundation, the McIntosh Charitable Remainder Unit Trust, the Hammond Family Foundation, the Gary and Nancy Reed Foundation, the Board of Trustees of the Texas Growth Fund--1991 Trust and Pyramid Ventures, Inc.*
- ------------- * Incorporated by reference to the Issuer's Registration Statement on Form S-1, as amended, File No. 33-96952. Page 11 of 12 Pages EX-99.1.1 2 JOINT FILING AGREEMENT 1 EXHIBIT 1.1 JOINT FILING STATEMENT Pursuant to Rule 13d-1(f)(1), each of the undersigned hereby consents to the joint filing of a statement on Schedule 13G with respect to shares of Common Stock, par value $0.01 per share, of Administaff, Inc. on behalf of each of them. Date: February 13, 1997 PYRAMID VENTURES, INC., a Delaware corporation By:/s/ Brian Talbot __________________________________ Brian Talbot Secretary/Treasurer BANKERS TRUST NEW YORK CORPORATION, a Delaware corporation By:/s/ Joseph T. Wood __________________________________ Joseph T. Wood Senior Vice President BANKERS TRUST COMPANY, a New York corporation By:/s/ James T. Byrne __________________________________ James T. Byrne Managing Director Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----