<PAGE> 1
Jerry T. Brewer
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
AMENDMENT NO. 2
Under the Securities Exchange Act of 1934
STAFFMARK, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
852389-10-5
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(CUSIP Number)
*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).
(Continued on following pages)
Page 1 of 5 Pages
<PAGE> 2
SCHEDULE 13G
CUSIP No. 852389-10-5 Page 2 of 5 Pages
<TABLE>
<S> <C> <C>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jerry T. Brewer
2. Check the appropriate box if a member of a group
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. Citizenship or Place of Organization
United States of America
[ 5. Sole Voting Power - 428,656(1)
[
Number of Shares [ 6. Shared Voting Power - 174,000(2)
Beneficially Owned [
By Each Reporting [ 7. Sole Dispositive Power - 428,656(1)
Person With [
[ 8. Shared Dispositive Power - 174,000(2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
602,656(1)(2)
10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
Not Applicable [ ]
11. Percent of Class Represented by Amount in Row 9
2.07%
12. Type of Reporting Person
IN
</TABLE>
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(1) 425,323 shares are owned by the Jerry T. Brewer FLINT Trust, of
which Mr. Brewer is the trustee, and 3,333 shares are subject to options which
are currently exercisable.
(2) 174,000 shares are owned by the Kay Brewer FLINT Trust, of which
Mr. Brewer's spouse is the trustee, and Mr. Brewer disclaims beneficial
ownership.
<PAGE> 3
SCHEDULE 13G
CUSIP No. 852389-10-5 Page 3 of 5 pages
<TABLE>
<S> <C>
Item 1(a). Name of Issuer
StaffMark, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices
302 East Millsap Road
Fayetteville, Arkansas 72703
Item 2(a). Name of Person Filing
Jerry T. Brewer
Item 2(b). Address of Principal Business Office or, if None, Residence
302 East Millsap Road
Fayetteville, Arkansas 72703
Item 2(c). Citizenship
United States of America
Item 2(d). Title of Class of Securities
Common Stock, $.01 par value
Item 2(e). CUSIP No.
852389-10-5
Item 3. Not Applicable
</TABLE>
<PAGE> 4
SCHEDULE 13G
CUSIP No. 852389-10-5 Page 4 of 5 pages
Item 4. Ownership
(a) Amount Beneficially Owned: 602,656 shares(1)(2)
(b) Percent of Class: 2.07%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote - 428,656(1)
(ii) shared power to vote or to direct the
vote - 174,000(2)
(iii) sole power to dispose or to direct the
disposition of - 428,656(1)
(iv) shared power to dispose or to direct the
disposition of - 174,000(2)
Item 5. Ownership of Five Percent or Less of a Class
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 [X].
Item 6. Ownership of More than Five Percent on 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
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(1) 425,323 shares are owned by the Jerry T. Brewer FLINT Trust, of
which Mr. Brewer is the trustee, and 3,333 shares are subject to options which
are currently exercisable.
(2) 174,000 shares are owned by the Kay Brewer FLINT Trust, of which
Mr. Brewer's spouse is the trustee, and Mr. Brewer disclaims beneficial
ownership.
<PAGE> 5
SCHEDULE 13G
CUSIP No. 852389-10-5 Page 5 of 5 pages
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
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 12, 1999
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Date
/s/ Jerry T. Brewer
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Jerry T. Brewer
