SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
KELLY SERVICES, INC.
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(Name of Issuer)
Class B Common Stock, $1.00 Par Value
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(Title of Class of Securities)
488152307
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(CUSIP Number)
Karen A. McCoy, Miller, Canfield, Paddock and Stone, P.L.C.,
150 W. Jefferson, Suite 2500, Detroit, MI 48226
(313) 496-7593
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(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 3, 1998
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(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
/ /. (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 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
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).
CUSIP No. 488152307
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(1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
Terence E. Adderley
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(2) Check the Appropriate Row If a Member of a Group (See Instructions)
(a)
(b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) (not applicable)
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(5) Check If Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e)
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(6) Citizenship or Place of Organization United States of America
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(7) Sole Voting Power: 952,225
Number of _______________________________________________________
Shares
Beneficially (8) Shared Voting Power: 2,190,340
Owned by _______________________________________________________
Each
Reporting (9) Sole Dispositive Power: 3,141,940
Person _______________________________________________________
with
(10) Shared Dispositive Power: 625
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,214,390
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(12) Check If the Aggregate Amount in Row (11) Excludes Certain Shares: X
(See Instructions)
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(13) Percent of Class Represented by Amount in Row (11) 89.96%
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(14) Type of Reporting Person (See Instructions) IN
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Item 1. Security and Issuer.
Security - Class B Common Stock, $1.00 par
value ("Class B Stock")
Issuer - Kelly Services, Inc., a Delaware
corporation (the "Company")
Principal
Executive Office - 999 West Big Beaver Road
Troy, MI 48084-4782
Item 2. Identity and Background.
(a) Name of person filing: Terence E. Adderley
(b) Business address: Same as Company's address given under Item 1
(c) Present principal occupation and name, principal business, and
address of organization through which principal occupation is carried out:
President and Chief Executive Officer
Kelly Services, Inc.
(see Item 1 for address)
(d) During the last five years, I have not been convicted in any
criminal proceeding (traffic violations or similar misdemeanors excluded).
(e) During the last five years, I have not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which I am or was 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 finding any violation with
respect to such laws.
(f) I am a citizen of the United States of America.
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Item 3. Source and Amount of Funds or Other Consideration.
Prior to his death on January 3, 1998, my father, William Russell
Kelly, was the sole trustee of a trust created by him under an agreement
dated July 12, 1972, as amended (the "Trust"). At his death, I became one of
two successor trustees of the Trust, the other being NBD Bank, a Michigan
banking corporation. The address of the principal business and office of NBD
Bank is 611 Woodward Avenue, Suite 8088, Detroit, Michigan 48226.
At the time I became a trustee of the Trust, its assets included
2,189,840 shares of Class B Stock, all of which continue to be held in the
Trust at present. Under the terms of the agreement governing the Trust, I
share the power to vote these shares with my co-trustee and have sole
dispositive power over the shares. For purposes of Securities and Exchange
Commission Rule 13d-3, I therefore would be considered to have acquired
beneficial ownership of the shares on January 3, 1998, when I first became a
trustee of the Trust.
As reported in more detail under Item 5, I also am a beneficial
owner (within the meaning of Rule 13d-3) of other shares of Class B Stock.
All of these other shares have been owned by me for well over 60 days prior
to January 3, 1998.
Item 4. Purpose of Transaction.
My purpose in becoming one of the trustees of the Trust was to
comply with my father's wish (as expressed in the trust agreement) that I do
so.
In addition to being a trustee of the Trust, I am one of its
beneficiaries. After other matters concerning the initial administration of
the Trust have been attended to, I expect as beneficiary to receive a
distribution of a substantial portion of the Trust's assets, which (as
contemplated by the trust agreement) primarily will be in shares of Class B
Stock. In the agreement governing the Trust, my father made clear that he
desired control of the Company to remain in his family and particularly
with me for the foreseeable future; I expect to conduct myself as a
trustee of the Trust in accordance with those desires.
Under the Company's charter documents, shares of Class B Stock are
convertible on a one-for-one basis into shares of the Company's Class A
Common Stock, $1.00 par value ("Class A Stock"), which except in unusual
circumstances (not including the election of directors) are without any
voting rights. In addition to holding Class B Stock, the Trust holds a
substantial percentage of shares of Class A Stock, and I also own shares of
that class as well as shares of Class B Stock. I expect from time to time to
be presented with or give consideration to proposals that the Trust dispose
of shares of Class A Stock (including in exchange for
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shares of Class B Stock) or that I personally do so (including, as expressly
authorized in the trust agreement, by exchanging shares of Class A Stock for
shares of Class B Stock now held in the Trust) or that shares of Class B
Stock held in the Trust be converted into shares of Class A Stock. I
currently have no plans or proposals to do any of the foregoing but intend to
remain free to take any of such actions as I from time to time in the future
may determine to be appropriate in light of circumstances then prevailing.
As reported under Item 2, I currently am the President and Chief
Executive Officer of the Company. I also am a Company director. I expect that
I shortly will be appointed by the Board of Directors of the Company to
succeed my father as Chairman of the Board and anticipate that within the
next few months the Board also will give consideration to further adjusting
the composition of the Board in light of my father's death. I also expect
that in my capacities with the Company I will be called upon from time to
time to give consideration to proposals that the Company engage in
transactions of one or more of the other types listed below. Except as
described above and in the preceding paragraph, I currently have no plans or
proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Company or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such
as a merger, reorganization, or liquidation, involving the Company or any of
its subsidiaries; (c) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries; (d) any change in the present Board
of Directors or management of the Company, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies
on the Board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the
Company's business or corporate structure; (g) changes in the Company's
charter, bylaws, or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Company by any person; (h)
causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or (j) any action similar to any of those
enumerated above. Notwithstanding the foregoing, I intend to remain free to
take such action, including the making of such proposals with respect to the
Company or its securities, as I may from time to time deem appropriate in
light of circumstances which might arise from time to time.
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Item 5. Interest in Securities of the Issuer.
(a) I am the beneficial owner (for purposes of Rule 13d-3 or
otherwise) of an aggregate 3,214,390 shares of the Class B Stock (89.96%
of that class).
(b) Of the shares of Class B Stock reported above as beneficially
owned by me:
(i) 952,100 shares are my own. I have sole voting and
dispositive power over these shares.
(ii) 2,189,840 shares are held in the Trust, of which I am
co-trustee and a beneficiary. I share voting power over
these shares with my co-trustee, NBD Bank, and have sole
dispositive power over them.
I have been informed by NBD Bank that during the past five
years it has not been convicted in any criminal proceeding
and it has not been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction
as a result of which it is or was 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 finding any violation with respect
to such laws. The other applicable information required by
Item 2 with respect to NBD Bank is provided under Item 3.
(iii) a total of 500 shares (125 per trust) are held in four
separate trusts for the benefit of my daughters Carol M.
Adderley, Ellen K. Oltmanns, Mary L. Adderley, and Laura
A. Adderley. For each of these trusts, I am a co-trustee,
along with NBD Bank and the daughter who is the
beneficiary of the trust, and I share voting and
dispositive power over the shares of Class B Stock held
in the trust with my co-trustees.
(iv) 125 shares are held in the Richard J. Kelly Family Trust,
of which I am a co-trustee with NBD Bank and A.A. Agnello.
I have sole voting power over these shares and share
dispositive power over them with my co-trustees. I am not a
beneficiary of this trust and consequently have no equity
interest in any of the shares. I therefore disclaim
beneficial ownership of any of them.
Mr. Agnello is a retired Executive Vice President of the
Company and resides at 4012 Shelldrake Lanes, Boynton
Beach, Florida 33436. He is a citizen of the United States
of America. During the past five years, Mr. Agnello has not
been convicted in any criminal proceeding (traffic
violations and similar misdemeanors excepted) and has not
been a party to any civil
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proceeding of judicial or administrative body as a result
of which he is or was 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 finding any violation with respect to
any such laws.
(v) 71,825 shares held in the William R. Kelly Trust f/b/o
Terence E. Adderley. NBD Bank and Mr. Agnello are
co-trustees of this trust, with shared voting and
dispositive power over the shares. I am the beneficiary
of the trust, which are included in the total under
Item 11 of the cover sheet to this report.
The shares listed above and under Item 11 of the cover sheet do not
include 176 shares of Class B Stock owned by my wife, over which I have no
voting or dispositive power.
(c) I have not effected any transactions in Class B Stock since 60
days prior to January 3, 1998.
(d) Each trust (including the Trust) referred to under (b) above has
the right to receive the dividends from or the proceeds of any sale of shares
of Class B Stock held in such trust, for the benefit of such trust's
beneficiaries. A portion of the earnings of the Trust are set aside for
charity. All other beneficiaries of the Trust are members of my father's
family, including my mother (Margaret J. Adderley), myself, and my
descendants.
(e) (not applicable)
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
I have no contracts, arrangements, understandings, or relationships
with any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities of
the Company, finder's fees, joint ventures, loan or option arrangements, put
or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
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Item 7. Material to Be Filed as Exhibits.
None.
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.
January 13, 1998
(Date)
/s/ Terence E. Adderley
(Signature)
Terence E. Adderley
(Name)
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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