<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 24 )
------
Adia Services, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.25 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
006874 10 1
- --------------------------------------------------------------------------------
(CUSIP Number)
Jon Rowberry
Adia Holdings Incorporated
64 Willow Place, Menlo Park, California 94025 (415) 324-0696
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 1994
- --------------------------------------------------------------------------------
(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 [_].
(Page 1 of 22 Pages)
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SCHEDULE 13D
- -------------------------
CUSIP NO. 006874 10 1
- -------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adia Holdings Incorporated
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,232,348
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,232,348
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,232,348
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
81.31%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
Page 2 of 22 pages
<PAGE>
SCHEDULE 13D
- -------------------------
CUSIP NO. 006874 10 1
- -------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adia S.A.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Switzerland
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,232,348
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,232,348
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,232,348
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
81.31%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
HC
- ------------------------------------------------------------------------------
Page 3 of 22 pages
<PAGE>
SCHEDULE 13D
- -------------------------
CUSIP NO. 006874 10 1
- -------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAA Holding
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Switzerland
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,232,348
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,232,348
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,232,348
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
81.31%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
HC
- ------------------------------------------------------------------------------
Page 4 of 22 pages
<PAGE>
SCHEDULE 13D
- -------------------------
CUSIP NO. 006874 10 1
- -------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Klaus J. Jacobs
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Switzerland
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,232,348
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,232,348
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,232,348
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
81.31%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
Page 5 of 22 pages
<PAGE>
Amendment to Schedule 13D
-------------------------
Pursuant to a Joint Filing Agreement and Power of Attorney dated March 28,
1994 by and between Adia Holdings Incorporated, a Delaware corporation
("Holdings"), Adia S.A., a Swiss corporation ("Adia"), JAA Holding, a Swiss
---------- ----
corporation ("JAA") and Klaus J. Jacobs, a Swiss citizen ("Jacobs"), a copy of
--- ------
which is filed as Exhibit A and is incorporated herein by reference, and in
---------
accordance with Item 101 of Regulation S-T, Holdings, Adia, JAA and Jacobs
(each, a "Reporting Person," and collectively, the "Reporting Persons") hereby
---------------- -----------------
amend, supplement and restate as Amendment No. 24 (i) the Statement on
Schedule 13D filed by Adia on May 7, 1987, as amended by Amendment No. 1
thereto dated July 1, 1987, Amendment No. 1 thereto dated March 2, 1989,
Amendment No. 2 thereto dated November 20, 1989, Amendment No. 3 thereto dated
July 25, 1990, Amendment No. 4 thereto dated August 7, 1990, Amendment No. 5
thereto dated September 18, 1990, Amendment No. 6 thereto dated September 27,
1990, Amendment No. 7 dated October 18, 1990, Amendment No. 8 thereto dated
November 13, 1990, Amendment No. 9 thereto dated December 6, 1990, Amendment
No. 10 thereto dated December 17, 1990, Amendment No. 11 thereto dated January
3, 1991, Amendment No. 12 thereto dated February 28, 1991, Amendment No. 13
thereto dated April 16, 1991, Amendment No. 14 thereto dated May 1, 1991,
Amendment No. 15 thereto dated July 15, 1991, Amendment No. 16 thereto dated
August 9, 1991, Amendment No. 17 thereto dated September 23, 1991, Amendment
No. 18 thereto dated October 3, 1991, Amendment No. 19 thereto dated October
11, 1991, Amendment No. 20 thereto dated March 6, 1992, Amendment No. 21
thereto dated March 31, 1992, Amendment No. 22 dated July 31, 1992, and
Amendment No. 23 thereto dated April 14, 1993 (the statement, as so amended,
the "Adia Statement"), (ii) the Statement on Schedule 13D
--------------
filed by Jacobs on December 17, 1991, as amended by Amendment No. 1 thereto
dated February 28, 1992, Amendment No. 2 thereto dated April 14, 1993,
Amendment No. 3 thereto dated January 5, 1994 and Amendment No. 4 thereto dated
January 17, 1994 (the statement, as so amended, the "Jacobs Statement"),
------ ---------
and (iii) the Statement on Schedule 13D filed by JAA on December 17, 1991, as
amended by Amendment No. 1 thereto dated February 28, 1992, Amendment No. 2
thereto dated April 14, 1993, Amendment No. 3 thereto dated January 5, 1994 and
Amendment No. 4 thereto dated January 17, 1994 (the statement, as so amended,
the "JAA Statement", and, together with the Adia Statement and the Jacobs
-------------
Statement, the "Statement"), with respect to shares of Common Stock, par value
---------
$.25 per share (the "Common Stock"), of Adia Services, Inc., a Delaware
------------
corporation (the "Issuer").
------
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock of the Issuer.
The principal executive offices of the Issuer are located at:
64 Willow Place
Menlo Park, California 94025
Item 2. Identity and Background.
-----------------------
This Amendment is being filed by the Reporting Persons.
I. Information re: Holdings
------------------------
Holdings is a Delaware corporation. The principal business of
Holdings is to act as a holding company. The address of its principal
place of business and office is:
(Page 6 of 22 Pages)
<PAGE>
Adia Holdings Incorporated
64 Willow Place
Menlo Park, California 94025
The name, business address and citizenship of each executive officer,
and/or director of Holdings and a description of each such officer's
and/or director's relationship to Holdings are set forth in Appendix I
which is incorporated by reference in this Item 2.
II. Information re: Adia
--------------------
Adia is a Swiss corporation. The principal business of Adia is to
provide temporary personnel services worldwide. The address of its
principal place of business and office is:
Adia S.A.
Place Chauderon 4
1003 Lausanne
Switzerland
The name, business address and citizenship of each executive officer,
and/or director of Adia and a description of each such officer's and/or
director's relationship to Adia are set forth in Appendix II which is
incorporated by reference in this Item 2.
III. Information re: JAA
-------------------
JAA is a Swiss corporation. The principal business of JAA is to act
as a holding company responsible for management and coordination of its
subsidiaries. The address of its principal place of business and office
is:
JAA Holding
Platina Finanz AG
Seefeldquai 17
8034 Zurich
Switzerland
The name, business address and citizenship of each executive officer,
and/or director of JAA and a description of each such officer's and/or
director's relationship to JAA are set forth in Appendix III which is
incorporated by reference in this Item 2.
IV. Information re: Jacobs
----------------------
Jacobs is a Swiss investor. His business address is:
Klaus J. Jacobs
Seefeldquai 17
8034 Zurich
Switzerland
To the best knowledge of the Reporting Persons, none of the executive officers
and/or directors of the Reporting Persons has, during the last five years, been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
(Page 7 of 22 Pages)
<PAGE>
administrative body of competent jurisdiction and as a result of such
proceeding has been or is 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 violations of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
All the shares of Common Stock currently held by Holdings were either
obtained by Holdings as a direct or indirect capital contribution from Adia or
acquired by Holdings with funds advanced or loaned to it by Adia from Adia's
working capital.
In the proposed transaction, Holdings proposes to exchange one share of
Common Stock of Issuer for one-eighth of a share of common stock, par value CHF
10.00 per share, of Adia S.A. and $14.00 in cash. Based on the aforementioned
terms, the aggregate amount of cash funds to be used by Holdings amounts to
approximately $33 Million.
Holdings has not yet determined the sources of the funds to be used in the
proposed transaction. Such sources may include working capital of Holdings
received through capital contributions of Adia, funds advanced or loaned to
Holdings by Adia from Adia's working capital, bank loans and other sources,
including the liquidity facility from the Issuer (see Item 6. Contracts,
----------
Arrangements, Understandings or Relationships with Respect to Securities of the
-------------------------------------------------------------------------------
Issuer, below.)
------
Item 4. Purpose of Transaction.
----------------------
In April, 1987 Adia acquired 1,000,000 and 500,000 shares of Common Stock
in addition to the 5,600,000 shares of Class B Common Stock, par value $.25 per
share, of the Issuer previously held by Adia. A copy of the Stock Purchase
Agreement between the Issuer and Adia, dated April 30, 1987 is filed as Exhibit
-------
B and incorporated herein by reference. The purpose of the transactions was to
-
strengthen the balance sheet of the Issuer and to enable the Issuer to make
acquisitions in the future.
In October and November 1989, Adia acquired additional shares of Common
Stock because Adia believed that Issuer's shares of Common Stock were a good
investment of Adia's funds.
In July 1990, Adia determined that it could realize certain tax benefits
if it were to increase its ownership of the Common Stock to the level which
would permit Holdings, a then newly-formed, wholly-owned subsidiary of Adia to
hold Adia's U.S. investments, to include the Issuer in its consolidated U.S.
federal income tax returns ("Tax Consolidation"). Based upon the number of
-----------------
shares of Common Stock and Class B Common Stock then outstanding, Adia then
believed Holdings would have to acquire, in addition to the Common Stock and
Class B Common Stock of the Issuer then owned by Adia, a minimum of 1,783,553
additional shares of Common Stock before it could effect Tax Consolidation.
Accordingly, Adia intended to cause Holdings to acquire, through open market
purchases, privately negotiated transactions or otherwise, at least the number
of additional shares of Common Stock required for Tax Consolidation. Adia
intended to transfer to Holdings all the Common Stock and Class B Common Stock
of the Issuer owned by Adia in the event Holdings acquired the additional
shares required for Tax Consolidation.
In connection with the foregoing, Holdings and the Issuer entered into a
Tax Sharing Agreement dated July 25, 1990 (the "Tax Sharing Agreement")
---------------------
providing for (i) the payment of Federal income taxes for periods during which
the Issuer and Holdings are included in the same consolidated return (and the
payment of state or local income taxes if the Issuer or a subsidiary of the
Issuer is included in a state or local return with Holdings), (ii) the payment
to Holdings of amounts representing a portion of its costs
(Page 8 of 22 Pages)
<PAGE>
in preparing tax returns, and (iii) certain related matters. A copy of the Tax
Sharing Agreement is filed as Exhibit C and is incorporated herein by
---------
reference. During the periods in which the Issuer is included in the
consolidated Federal income tax returns of Holdings, Holdings is obligated
under the Tax Sharing Agreement to pay all Federal income taxes of the
consolidated group, but the Issuer will be obligated to reimburse Holdings
under the Tax Sharing Agreement for its share of such taxes, determined as if
the Issuer filed its tax returns separately from Holdings, reduced by the
lesser of (i) 100% of the amount by which the consolidated Federal income taxes
of the Issuer and Holdings for the taxable period are reduced by the losses and
credits of Holdings and (ii) 20% of the Federal income taxes that the Issuer
would have paid had it filed tax returns separately from Holdings. During the
same periods, Holdings is obligated under the Tax Sharing Agreement to
reimburse the Issuer for the amount by which Holdings' Federal income taxes,
determined as if Holdings filed its tax returns separately from Issuer, is
reduced by the losses and credits of the Issuer, reduced by the lesser of (i)
100% of the amount by which the consolidated Federal income taxes of the Issuer
and Holdings for the taxable period are reduced by the losses and credits of
the Issuer and (ii) 20% of Holdings' Federal income taxes for the period
determined as if Holdings filed its tax returns separately from the Issuer.
The same principles may apply to state and local taxes paid on a combined,
consolidated or unitary basis. Calculations under the agreement will be made
by Holdings.
In July 1992, Adia determined that Tax Consolidation and the benefits
potentially available under the Tax Sharing Agreement were desirable.
Accordingly, Adia transferred 5,600,000 shares of Class B Common Stock and
caused to be transferred by Adiainvest S.A., a Swiss corporation and wholly-
owned subsidiary of Adia ("Adiainvest"), 2,590,500 shares of Common Stock to
------------
Holdings with the result that Holdings currently holds (i) 4,632,348 shares of
Common Stock, (ii) 5,600,000 shares of Class B Common Stock and Tax
Consolidation was achieved. Additionally, Adia caused all the shares of
Professional Service Industries Holdings, Inc. to be transferred to Holdings.
On March 22, 1994, the Board of Directors of Adia authorized its officers
to initiate negotiations with the Issuer with respect to a proposed merger
pursuant to which Holdings would acquire all the outstanding shares of Common
Stock which it does not currently own. In the proposed merger, holders of
Common Stock other than Holdings would be entitled to receive one-eighth of a
share of common stock of Adia and $14.00 in cash per share of Common Stock. In
connection with such a proposed merger, the Board of Directors of Adia also
indicated its intention to authorize the commencement of a program for listing
of american depositary receipts with respect to its shares of common stock of
Adia on the New York Stock Exchange. Copies of the press releases by Adia dated
March 23, 1994 and the Issuer dated March 22, 1994 are filed as Exhibit D and
---------
Exhibit E, respectively, and are incorporated by reference herein.
---------
In connection with the proposed merger, the Issuer has formed a special
committee of its Board of Directors consisting of Mr. Anthony M. Frank and Ms.
Priscilla Florence in order to evaluate the proposed merger. It is anticipated
that such special committee will negotiate on the Issuer's behalf the terms of
any proposed merger.
The Reporting Persons intend to continue to review Holdings investment's
in the Issuer on the basis of various factors, including the business, affairs,
financial condition and prospects of the Issuer and the Reporting Persons,
conditions in the securities market and general economic and industry
conditions. Based upon such review, Holdings will take such actions in the
future as the Reporting Persons deem appropriate in light of the circumstances
existing from time to time. If any of the Reporting Persons believes that
further investment in the Issuer is attractive, whether because of the market
price of the Issuer's securities or otherwise, they may acquire shares of the
Common Stock or other securities of the Issuer. Similarly, depending on market
and other factors, the Reporting Persons
(Page 9 of 22 Pages)
<PAGE>
may determine to dispose of some or all the shares of Common Stock currently
owned by Holdings or otherwise acquired by the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
------- ------------------------------------
(a) Holdings beneficially owns and, through their direct or indirect
ownership interest in Holdings, the other Reporting Persons may be deemed to
beneficially own, 10,232,348 shares of Common Stock consisting of (i) 4,632,348
shares of Common Stock held by Holdings and (ii) 5,600,000 shares of Class B
Common Stock, par value $.25 per share, of the Issuer ("Class B Common Stock")
--------------------
held by Holdings, which are convertible into shares of Common Stock on a one-
for-one basis. The shares of Common Stock beneficially owned by Holdings
represent 81.31% of the outstanding shares of Common Stock (based upon the
6,983,783 shares of Common Stock disclosed by the Issuer to be outstanding as
of February 28, 1994 in the Issuer's Form 10-K for the fiscal year ended
January 2, 1994 and the additional 5,600,000 shares of Common Stock that would
be issuable in connection with the conversion of the 5,600,000 shares of Class
B Common Stock held by Holdings). Because the Class B Common Stock has ten
votes per share (as compared to one vote per share of Common Stock), Holdings
controls, and the other Reporting Persons may be deemed to control, 96.27% of
the total outstanding voting power of the shares of capital stock of the Issuer
entitled to vote in a general election of the Issuer's Board of Directors.
(b) Holdings has the sole power to vote or direct the vote, and the sole
power to dispose or direct the disposition of, 10,232,348 shares of Common
Stock consisting of (i) 4,632,348 shares of Common Stock held by Holdings and
(ii) 5,600,000 shares of Class B Common Stock held by Holdings. The other
Reporting Persons, through their direct or indirect ownership interests in
Holdings, may be able to influence Holdings' decisions concerning the exercise
of such power (see Item 4. Purpose of the Transaction., above).
--------------------------
(c) During the past 60 days, neither the Reporting Persons, nor to the
best of their knowledge, any person identified in Appendix I, II or III to this
Statement, have effected any transactions in the shares of Common Stock.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any of
the shares of Common Stock beneficially owned by Holdings. The other Reporting
Persons, through their direct or indirect ownership interest in the Purchaser,
may be able to influence decisions concerning the exercise of such power.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
(a) On February 28, 1992, Adia entered into a Stock Purchase Agreement
("Adia Stock Purchase Agreement No. 1") with Adiainvest providing for the sale
-----------------------------------
on that date by Adia to Adiainvest of 2,350,000 shares of Common Stock for an
aggregate purchase price of $48,175,000. On March 23, 1992, Adia entered into a
second Stock Purchase Agreement ("Adia Stock Purchase Agreement No. 2") with
-----------------------------------
Adiainvest providing for the sale on that date by Adia to Adiainvest of 240,500
shares of Common Stock for an aggregate purchase price of $4,148,625. Copies of
the Adia Stock Purchase Agreement No. 1 and the Adia Stock Purchase Agreement
No. 2 are filed as Exhibit F and Exhibit G, respectively, and are
--------- ---------
incorporated by reference herein.
(Page 10 of 22 Pages)
<PAGE>
On July 30, 1992, Adiainvest entered into a Stock Purchase Agreement (the
"Adiainvest Stock Purchase Agreement") with Adia International Investeringen
-----------------------------------
B.V. ("AIIBV") providing for the sale on that date by Adiainvest to AIIBV of
-----
2,590,500 shares of Common Stock (approximately 20.6% of the fully diluted
Common Stock) of the Issuer (the "20.6% block") for an aggregate purchase price
-----------
of $39,505,125. A copy of the Adiainvest Stock Purchase Agreement is filed as
Exhibit H and is incorporated by reference herein. On the same date, AIIBV
---------
transferred the 20.6% block to Holdings as a capital contribution. A copy of
the Contribution Letter from AIIBV to Holdings describing the capital
contribution of the 20.6% block is filed as Exhibit I and is incorporated
---------
herein by reference. On the same day, the Issuer, Holdings and Adiainvest
entered into an Assignment and Assumption Agreement (the "Adiainvest Assignment
---------------------
Agreement") providing for the assignment by Adiainvest and the assumption by
---------
Holdings of all of Adiainvest's rights and obligations under a Loan Agreement
(the "Adiainvest Loan Agreement") dated as of March 9, 1992, between the Issuer
-------------------------
and Adiainvest, which provides for a line of credit up to a maximum of
$50,000,000. Holdings repaid all borrowings under such line of credit on
December 20, 1993. The line of credit under the Adiainvest Loan Agreement
terminated on December 31, 1993 pursuant to its terms. On March 18, 1994,
Issuer's board of directors formally approved an extension of the credit
facility under the Adiainvest Loan Agreement (with otherwise identical terms)
until December 31, 1994. Copies of the Adiainvest Loan Agreement and the
Adiainvest Assignment Agreement are filed as Exhibit J and Exhibit K,
--------- ---------
respectively, and are incorporated by reference herein. Pursuant to a Security
and Pledge Agreement between Adiainvest and the Issuer, dated as of March 9,
1992 (the "Adiainvest Pledge Agreement") and related to the Adiainvest Loan
---------------------------
Agreement, the 20.6% block was pledged to the Issuer as collateral in
connection with a loan from the Issuer to Adiainvest in the amount of
$37,886,062 pursuant to the Adiainvest Loan Agreement and a related Revolving
Credit Note, dated March 9, 1992 (the "Adiainvest Note") made by Adiainvest in
---------------
favor of the Issuer. On the same day, Holdings executed a Security and Pledge
Agreement, dated July 30, 1992 (the "Holdings Pledge Agreement") which
-------------------------
superseded and replaced the Adiainvest Pledge Agreement, and a Revolving Credit
Note (the "Holdings Note") in favor of the Issuer, which replaced the
-------------
Adiainvest Note. Copies of the Holdings Pledge Agreement and the Holdings Note
are filed as Exhibit L and Exhibit M, respectively, and are incorporated by
--------- ---------
reference herein.
(b) On July 30, 1992, Adia transferred 5,600,000 shares of Class B Common
Stock of the Issuer ("Adia Shares") to Holdings as a capital contribution. A
-----------
copy of the Contribution Letter from Adia to Holdings describing the capital
contribution of Adia Shares is filed as Exhibit N and is incorporated hereby by
---------
reference.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A Joint Filing Agreement and Power of Attorney by and among Adia
Holdings Incorporated, Adia S.A., JAA Holding and Klaus J. Jacobs,
dated March 24, 1994.
Exhibit B Stock Purchase Agreement between Adia Services, Inc. and Adia S.A.,
dated April 30, 1987 (as previously filed as Exhibit A to the
original Adia Statement).
Exhibit C Tax Sharing Agreement between Adia Holdings Incorporated and Adia
S.A., dated July 25, 1990 (as previously filed as Exhibit A to
Amendment No. 3 to the Adia Statement).
Exhibit D Press Release by Adia S.A., dated March 23, 1994.
Exhibit E Press Release by Adia Services, Inc., dated March 22, 1994.
(Page 11 of 22 Pages)
<PAGE>
Exhibit F Stock Purchase Agreement between Adia S.A. and Adiainvest S.A.,
dated February 28, 1992 (as previously filed as Exhibit A to
Amendment No. 20 to the Adia Statement).
Exhibit G Stock Purchase Agreement between Adia S.A. and Adiainvest S.A.,
dated March 23, 1992 (as previously filed as Exhibit A to Amendment
No. 21 to the Adia Statement).
Exhibit H Stock Purchase Agreement between Adiainvest S.A. and Adia
International Investeringen B.V., dated July 30, 1992 (as previously
filed as Exhibit A to Amendment No. 22 to the Adia Statement).
Exhibit I Contribution Letter from Adia International Investeringen B.V. to
Adia Holdings Incorporated, dated July 30, 1992 (as previously filed
as Exhibit B to Amendment No. 22 to the Adia Statement).
Exhibit J Loan Agreement dated March 9, 1992 between Adia Services, Inc. and
Adiainvest S.A. (as previously filed as Exhibit B to Amendment No.
21 to the Adia Statement).
Exhibit K Assignment and Assumption Agreement by and among Adia Holdings
Incorporated, Adiainvest S.A. and Adia Services, Inc., dated July
30, 1993 (as previously filed as Exhibit C to Amendment No. 22 to
the Adia Statement).
Exhibit L Security and Pledge Agreement made by Adia Holdings Incorporated,
dated July 30, 1992 (as previously filed as Exhibit D to Amendment
No. 22 to the Adia Statement).
Exhibit M Revolving Credit Note made by Adia Holdings Incorporated, dated July
30, 1992 (as previously filed as Exhibit E to Amendment No. 22 to
the Adia Statement).
Exhibit N Contribution Letter from Adia S.A. to Adia Holdings Incorporated,
dated July 30, 1992 (as previously filed as Exhibit F to Amendment
No. 22 to the Adia Statement).
(Page 12 of 22 Pages)
<PAGE>
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.
ADIA HOLDINGS INCORPORATED
Date: March 28, 1994 By: /s/ Martin Wettstein
--------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia Holdings Incorporated
ADIA S.A.
Date: March 28, 1994 By: /s/ Martin Wettstein
--------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia S.A.
JAA HOLDING
Date: March 28, 1994 By: /s/ Martin Wettstein
--------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for JAA Holding
KLAUS J. JACOBS
Date: March 28, 1994 By: /s/ Martin Wettstein
--------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Klaus J. Jacobs
(Page 13 of 22 Pages)
<PAGE>
APPENDIX I
----------
Directors and Executive Officers of Adia Holdings Incorporated
--------------------------------------------------------------
<TABLE>
<CAPTION>
NAME AND FUNCTION BUSINESS ADDRESS PRIMARY CITIZENSHIP
OCCUPATION
<S> <C> <C> <C>
John P. Bowmer Adia S.A. CEO English
Director and CEO 64 Willow Place
Menlo Park, CA 94025
Jon Rowberry Adia S.A. CFO USA
Director and CFO 64 Willow Place
Menlo Park, CA 94025
Marcel Schmocker Markwalder, Schmocker & Partners Attorney-at-Law Swiss
Director Montbijoustrasse 8
3001 Bern
Switzerland
Keith Corbin Adia S.A. VP Finance USA
Treasurer 64 Willow Place
Menlo Park, CA 94025
Doreen R. Penfield Adia S.A. VP Administration USA
Secretary 64 Willow Place
Menlo Park, CA 94025
</TABLE>
(Page 14 of 22 Pages)
<PAGE>
APPENDIX II
-----------
Directors and Executive Officers of Adia S.A.
---------------------------------------------
<TABLE>
<CAPTION>
NAME AND FUNCTION BUSINESS ADDRESS PRIMARY CITIZENSHIP
OCCUPATION
<S> <C> <C> <C>
Henry-F. Lavanchy Chateau de Bonmont Retired Swiss
Honorary Chairman and 1261 Cheserex
Director Switzerland
Klaus J. Jacobs Seefeldquai 17 Entrepreneur Swiss
Chairman and Director 8034 Zurich
Switzerland
Klaus Weigandt ASKO CEO of ASKO German
Vice-Chairman and Deutsche Kaufhaus AG
Director Mainzerstrasse 180-184
66121 Saarbrucken
Germany
D. Staehelin-Ammann Personnel Consulting Personnel Swiss
(Mrs.) Limmatquai 52 Consultant
Director 8001 Zurich
Switzerland
Dr. Hans Bergmaier Elektrowatt AG Retired Swiss
Director 8022 Zurich
Switzerland
Rupert Blattmann Guggitalring 13 C Retired Swiss
Director 6300 Zug
Switzerland
Erwin Conradi Metro International CEO of Metro German
Director Neuhofstr. 4
6340 Baar
Switzerland
Nico Issenmann Rekholterweg 7 Independent Swiss
Director 8708 Maen Consultant
Switzerland
Prof. Armin Seiler Zeltweg 29 Professor of Swiss
Director 8032 Zurich Economics
Switzerland University of
Zurich
Dr. Franz-Martin Suchan M.M. Warburg-Suchan & CO. Business German
Director Wiesenhuttenstrasse 1 Consultant and
60329 Frankfurt a.M. 1 Lawyer
Germany
</TABLE>
(Page 15 of 22 Pages)
<PAGE>
II-2
<TABLE>
<S> <C> <C> <C>
Francoise N. Steeg 7, Rue du Dr. Germain See Former CEO of French
Director 75016 Paris Jacobs Suchard
France
Dr. Klaus Jenny Credit Swiss Bank Bank Executive Swiss
Director 8070 Zurich
Switzerland
John Bowmer Adia S.A. CEO English
CEO 64 Willow Place
Menlo Park, CA 94025
Jon Rowberry Adia S.A. Chief USA
CFO 64 Willow Place Financial
Menlo Park, CA 94025 Officer
Manfred K. Atzert ADIA Interim GmbH President German
President Europe Pappelallee 33 Europe ADIA
2000 Hamburg SA
Germany
</TABLE>
(Page 16 of 22 Pages)
<PAGE>
APPENDIX III
------------
Directors and Executive Officers of JAA Holding
-----------------------------------------------
<TABLE>
<CAPTION>
NAME AND FUNCTION BUSINESS ADDRESS PRIMARY OCCUPATION CITIZENSHIP
<S> <C> <C> <C>
Klaus J. Jacobs Seefeldquai 17 Entrepreneur Swiss
Chairman and Director 8034 Zurich
Switzerland
Charles Gebhard Van Houten Holding CEO Van Houten Swiss
Director Seefeldquai 17 Holding
8034 Zurich
Switzerland
Dr. Peter Haber Platina Finanz AG CEO Platina Swiss
Director Seefeldquai 17 Finanz
8034 Zurich AG
Switzerland
Dr. Gaudenz Staehelin Magasins Jelmoli SA CEO Jelmoli SA Swiss
Director St. Annagasse 18 CEO UTC Intern,
8021 Zurich AG
Switzerland
John P. Bowmer Adia S.A. CEO English
Director and CEO 64 Willow Place
Menlo Park, CA 94025
</TABLE>
(Page 17 of 22 Pages)
<PAGE>
Exhibit A
JOINT FILING AGREEMENT
AND
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
The undersigned hereby agree to jointly file a statement on Schedule 13D,
together with any amendments thereto (collectively, the "Schedule 13Ds"), with
the Securities and Exchange Commission pursuant to the requirements of Rule
13d-1(f) under the Securities Exchange Act of 1934, as amended.
Each of the undersigned also appoints:
Martin Wettstein
with full power of substitution, as his/its attorney-in-fact for the specific
purpose of executing on his/its behalf the Schedule 13Ds.
This joint Filing Agreement and Power of Attorney may be signed in counterpart
copies.
Date: March 28, 1994 /s/ Klaus J. Jacobs
---------------- ------------------------
Klaus J. Jacobs
JAA HOLDING
Date: March 28, 1994 By: /s/ Klaus J. Jacobs
---------------- -------------------
Name: Klaus J. Jacobs
Title: Executive Officer
By: /s/ Dr. Peter Haber
-------------------
Name: Dr. Peter Haber
Title: Member of the Board of Directors
(Page 18 of 22 Pages)
<PAGE>
A-2
ADIA S.A.
Date: March 28, 1994 By: /s/ Klaus J. Jacobs
---------------- -------------------
Name: Klaus J. Jacobs
Title: President of the Board of Directors
By: /s/ Martin Wettstein
--------------------
Name: Martin Wettstein
Title: Secretary of the Board of Directors
ADIA HOLDING INCORPORATED
Date: March 28, 1994 By: /s/ Jon Rowberry
---------------- -----------------
Name: Jon Rowberry
Title: Director and CFO
By: /s/ Keith Corbin
----------------
Name: Keith Corbin
Title: Treasurer
(Page 19 of 22 Pages)
<PAGE>
Exhibit D
PRESS RELEASE
ADIA REPORTS 1993 RESULTS
THE ADIA GROUP GENERATED REVENUES OF CHF 3,114 MILLION IN 1993 COMPARED TO CHF
3,212 IN THE PRIOR YEAR. OPERATING INCOME WAS CHF 45.7 MILLION, COMPARED TO
CHF 0.6 MILLION IN 1992.
After deduction of financial expense, extraordinary charges for additional
restructuring, taxes and income applicable to minority interests, the loss from
continuing operations amounts to CHF 59 million. The loss associated with
non-core activities, including value adjustments on assets to be divested, was
CHF 68 million. The greater portion of this amount is attributable to the sale
of Professional Services, Inc. (PSI), which was sold in December, 1993, and to
the sale of Meridian Leasing, Inc. Thus, the consolidated net loss for the
year was CHF 127 million versus CHF 219 million in 1992, as per the following
table:
<TABLE>
<CAPTION>
(in CHF millions) 1993 1992
<S> <C> <C>
Revenues 3,114 3,212
Gross Margin 755 785
Operating Income 46 1
Net Loss from Continuing Operations (59) (128)
Net Loss for the Year (127) (219)
</TABLE>
SALE OF MERIDIAN
Adia concluded an agreement to sell Meridian, a US company, active in the
computer leasing business for a total consideration of US $90 million in
dividend, cash and notes. One half of the proceeds will be received in 1994,
the remainder over 1995 and 1996. The result of this transaction was fully
reflected in the December 31, 1993 financial statements.
PURCHASE OF ADIA SERVICES, INC. MINORITY SHARES
The board of directors of Adia SA decided yesterday to acquire the outstanding
common shares of Adia Services, Inc. with a view to take this company private
and to delist its shares. The board also decided to seek a listing of Adia SA
shares on the New York Stock Exchange.
The board finally decided to seek shareholders approval for the creation of
authorized share capital of CHF 3.7 million (or 370,000 shares) for the purpose
of this transaction as well as to create shares for an employee stock option
plan.
FIRST QUARTER TREND AND 1994 OUTLOOK
Results in the first quarter have been satisfactory. Orders as well as
operating profit are clearly higher than expected. Adia's management is
confident that the company will return to profitability in 1994.
CONVERSION OF CLASS A NON-VOTING SHARES
(Page 20 of 22 Pages)
<PAGE>
After the successful capital increase of December 1993, and the conversion of
the non-voting shares into bearer shares, the capital ownership and voting
right ratios are as follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
JAA Holding, Zug/1)/ 54% 55%
Minority shareholders 46% 45%
</TABLE>
/1)/Owned by Klaus J. Jacobs, Kusnacht
After this conversion and the issuance of the authorized capital referred to
above, Mr. Jacobs' capital share is expected to fall to 51%.
A grace period until December 1995 has been granted for the conversion into
bearer shares of the remaining Class A participation certificates.
Lausanne, March 23, 1994
(Page 21 of 22 Pages)
<PAGE>
Exhibit E
Contact: Jon Rowberry
Senior Vice President
Chief Financial Officer
Adia Services, Inc.
(415) 324-0696
NATIONAL, INTERNATIONAL AND ANALYST WIRES
-----------------------------------------
FOR IMMEDIATE RELEASE
MENLO PARK, California, March 22, 1994 - Adia Services, Inc. (NASDAQ - "ADIA"),
announced today that it has received a merger proposal from Adia SA ("ASA"),
its principal stockholder, whereby ASA would acquire all the outstanding common
shares of Adia which it does not currently own.
In the proposed merger, eight shares of common stock of Adia would be exchanged
for one share of ASA stock and $112.00 in cash. This merger proposal will be
submitted to the Adia Services, Inc., shareholders for approval at the Annual
Shareholders Meeting which is currently scheduled to be held on July 14, 1994
in Redwood City, California. ASA will submit the necessary increase in its
authorized stock to its shareholders for approval at ASA's Annual Meeting on
April 21, 1994 in Lausanne, Switzerland.
Adia Services, Inc., has appointed a special committee of its Board of
Directors, consisting of Anthony M. Frank and Priscilla Florence, to evaluate
this merger proposal.
Adia SA is an international personnel services company with over 1,100 offices
in 27 countries. Total revenue in 1993 was over SFr 3,000,000,000. ASA is
publicly traded on the Zurich stock exchange and closed trading on March 21,
1994, at SFr 236 per share. In connection with this acquisition offer, Adia SA
has indicated its intention to list its ADRs on the New York Stock Exchange.
# # # # #
(Page 22 of 22 Pages)
