<PAGE> 1
Robert C. Walters
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
STAFFMARK, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
852389-10-5
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert C. Walters
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2. Check the appropriate box if a member of a group
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. Citizenship or Place of Organization
United Kingdom
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[ 5. Sole Voting Power - 1,036,434(2)
[ -----------------------------------------------
[
Number of Shares [ 6. Shared Voting Power - 305,340(1)
Beneficially Owned [ -----------------------------------------------
By Each Reporting [
Person With [ 7. Sole Dispositive Power - 1,036,434(2)
[ -----------------------------------------------
8. Shared Dispositive Power - 305,340(1)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,341,774(1)(2)
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10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
Not applicable.
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11. Percent of Class Represented by Amount in Row 9
4.4%(3)
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12. Type of Reporting Person
IN
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- -----------------------
(1) 305,340 shares are held by the R.W. Children's Trust of which Mr.
Walters is a co-trustee, and Mr. Walters disclaims beneficial ownership of such
shares.
(2) Includes 1,115 shares subject to options which are currently
exercisable.
(3) Based on 29,464,951 shares of common stock outstanding as of
December 31, 1999 and 1,078,699 options which are exercisable within 60 days of
December 31, 1999.
<PAGE> 3
SCHEDULE 13G
CUSIP No. 852389-10-5 Page 3 of 5 pages
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Item 1(a). Name of Issuer
StaffMark, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices
234 East Millsap Road
Fayetteville, Arkansas 72703
Item 2(a). Name of Person Filing
Robert C. Walters
Item 2(b). Address of Principal Business Office or, if None, Residence
32 Marryat Road
Wimbledon Village
London, England SW195BD
Item 2(c). Citizenship
United Kingdom
Item 2(d). Title of Class of Securities
Common Stock, $.01 par value
Item 2(e). CUSIP No.
852389-10-5
Item 3. If this statement is filed pursuant to Rule 13d-1(c), check this
box. [X]
<PAGE> 4
SCHEDULE 13G
CUSIP No. 852389-10-5 Page 4 of 5 pages
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Item 4. Ownership
(a) Amount Beneficially Owned: 1,341,774 shares(1)(2)
(b) Percent of Class: 4.4%(3)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote -
1,036,434(2)
(ii) shared power to vote or to direct the vote -
305,340(1)
(iii) sole power to dispose or to direct the
disposition of - 1,036,434(2)
(iv) shared power to dispose or to direct the
disposition of - 305,340(1)
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
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.
- ------------------------
(1) 305,340 shares are held by the R.W. Children's Trust of which Mr.
Walters is a co-trustee, and Mr. Walters disclaims beneficial ownership of such
shares.
(2) Includes 1,115 shares subject to options which are currently
exercisable.
(3) Based on 29,464,951 shares of common stock outstanding as of
December 31, 1999 and 1,078,699 options which are exercisable within 60 days of
December 31, 1999.
<PAGE> 5
SCHEDULE 13G
CUSIP No. 852389-10-5 Page 5 of 5 pages
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Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose 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.
February 11, 2000
-------------------------------------
Date
/s/ Robert C. Walters
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Robert C. Walters
