<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 28 )
Adia Services, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.25 per share
(Title of Class of Securities)
006874 10 1
- --------------------------------------------------------------------------------
(CUSIP Number)
John Bowmer
Adia S.A.
100 Redwood Shores Parkway, Redwood City, California 94065 (415) 610-1000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 14, 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 13 Pages)
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 006874 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adia Holdings Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 10,232,348
REPORTING PERSON
WITH
9 SOLE DISPOSITIVE POWER
10 SHARES DISPOSITIVE POWER
10,232,348
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,232,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.81%
14 TYPE OF REPORTING PERSON
CO
(Page 2 of 13 Pages)
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SCHEDULE 13D
CUSIP NO. 006874 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adia S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7 SOLE VOTING POWER
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 10,232,348
REPORTING PERSON
WITH
9 SOLE DISPOSITIVE POWER
10 SHARES DISPOSITIVE POWER
10,232,348
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,232,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.81%
14 TYPE OF REPORTING PERSON
HC
(Page 3 of 13 Pages)
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 006874 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Klaus J. Jacobs Holding AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7 SOLE VOTING POWER
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 10,232,348
REPORTING PERSON
WITH
9 SOLE DISPOSITIVE POWER
10 SHARES DISPOSITIVE POWER
10,232,348
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,232,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.81%
14 TYPE OF REPORTING PERSON
HC
(Page 4 of 13 Pages)
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 006874 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Klaus J. Jacobs
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7 SOLE VOTING POWER
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 10,232,348
REPORTING PERSON
WITH
9 SOLE DISPOSITIVE POWER
10 SHARES DISPOSITIVE POWER
10,232,348
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,232,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.81%
14 TYPE OF REPORTING PERSON
IN
(Page 5 of 13 Pages)
<PAGE> 6
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"), Klaus J. Jacobs Holding
AG (formerly known as K.J. Jacobs Holding AG, formerly known as JAA Holding), a
Swiss corporation ("KJJ") and Klaus J. Jacobs, a Swiss citizen ("Jacobs"), and
in accordance with Item 101 of Regulation S-T, Holdings, Adia, KJJ and Jacobs
(each, a "Reporting Person," and collectively, the "Reporting Persons") hereby
amend and supplement as Amendment No. 28 the amended and restated Statement on
Schedule 13D filed by the Reporting Persons as Amendment No. 24 on March 29,
1994, as amended by Amendment No. 25 thereto on July 25, 1994, Amendment No. 26
thereto on September 27, 1994, and Amendment No. 27 thereto on October 18, 1994
(as so amended, 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"). This Amendment No. 28 supplements and, to the
extent inconsistent therewith, amends the information set forth in the
Statement.
Item 2. Identity and Background.
(1) Item 2 of this Schedule is hereby amended and supplemented by
amending and restating Item 2 in its entirety to read as follows:
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:
Adia Holdings Incorporated
100 Redwood Shores Parkway
Redwood City, California 94065
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.
100 Redwood Shores Parkway
Redwood City, California 94065
(Page 6 of 13 Pages)
<PAGE> 7
III. Information re: KJJ
KJJ is a Swiss corporation which was formerly known as K.J.
Jacobs Holding AG, which was formerly known as JAA Holding. JAA
Holding's name was changed into K.J. Jacobs Holding AG on March 25,
1994. K.J. Jacobs Holding's name was then changed into Klaus J.
Jacobs Holding AG on November 2, 1994. The principal business of KJJ
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:
Klaus J. Jacobs Holding AG
c/o Klaus J. Jacobs Management AG
Seefeldquai 17
8034 Zurich
Switzerland
IV. Information re: Jacobs
Jacobs is a Swiss investor. His business address is:
Klaus J. Jacobs
c/o Klaus J. Jacobs Management AG
Seefeldquai 17
8034 Zurich
Switzerland
(2) Appendices I, II, and III setting forth the name, business
address and citizenship of each executive officer, and/or director of Holdings,
Adia, and KJJ, respectively, and a description of each such officer's and/or
director's relationship to the respective entity which are incorporated by
reference in this Item 2, are hereby amended and restated in their entirety to
read as attached hereto.
(3) 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 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 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented by amending
and restating the last paragraph of Item 4 in its entirety to read as follows:
"The information set forth in the Combined Prospectus for
American Depositary Shares and Bearer Shares, nominal value Sfr 10.00
per share, of Adia and Proxy Statement of the Issuer (the
"Proxy/Prospectus"), a copy of which is attached as Exhibit (d) to
Schedule 13E-3 filed with the Commission by Services, Adia, Holdings,
KJJ Holding and Jacobs on October 17, 1994, as amended on November 14,
1994, is incorporated herein by reference."
(Page 7 of 13 Pages)
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 6 of the Statement is hereby amended and supplemented by amending
and restating the last paragraph of Item 6 in its entirety to read as follows:
"The information set forth in the Proxy/Prospectus, a copy of
which is attached as Exhibit (d) to Schedule 13E-3 filed with the
Commission by Services, Adia, Holdings, KJJ Holding and Jacobs on
October 17, 1994, as amended on November 17, 1994, is incorporated
herein by reference."
Item 7. Material to be Filed as Exhibits
Item 7 of the Statement is hereby amended and supplemented by amending
and restating the paragraph regarding Exhibit R as follows:
"Exhibit R Proxy/Prospectus (Incorporated by reference to
Exhibit (d) to Schedule 13E-3 filed with the
Commission by Services, Adia, Holdings, KJJ Holding
and Jacobs on October 17, 1994, as amended on
November 17, 1994)."
(Page 8 of 13 Pages)
<PAGE> 9
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: November 16, 1994 By: /s/ Martin Wettstein
----------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia Holdings Incorporated
ADIA S.A.
Date: November 16, 1994 By: /s/ Martin Wettstein
----------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia S.A.
KLAUS J. JACOBS HOLDING AG
Date: November 16, 1994 By: /s/ Martin Wettstein
----------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Klaus J. Jacobs Holding AG
KLAUS J. JACOBS
Date: November 16, 1994 By: /s/ Martin Wettstein
----------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Klaus J. Jacobs
(Page 9 of 13 Pages)
<PAGE> 10
APPENDIX I
Directors and Executive Officers of Adia Holdings Incorporated
<TABLE>
<CAPTION> PRIMARY
NAME AND FUNCTION BUSINESS ADDRESS OCCUPATION CITIZENSHIP
<S> <C> <C> <C>
John P. Bowmer Adia S.A. CEO English
Director and CEO 100 Redwood Shores Parkway
Redwood City, California 94065
Jon Rowberry Adia S.A. CFO American
Director and CFO 100 Redwood Shores Parkway
Redwood City, California 94065
Marcel Schmocker Markwalder, Schmocker & Partners Attorney-at-Law Swiss
Director Montbijoustrasse 8
3001 Bern
Switzerland
Doreen R. Penfield Adia S.A. VP Administration American
Secretary 100 Redwood Shores Parkway
Redwood City, California 94065
</TABLE>
(Page 10 of 13 Pages)
<PAGE> 11
APPENDIX II
Directors and Executive Officers of Adia S.A.
<TABLE>
<CAPTION>
PRIMARY
NAME AND FUNCTION BUSINESS ADDRESS OCCUPATION CITIZENSHIP
<S> <C> <C> <C>
Henry-F. Lavanchy Chateau de Bonmont Retired Swiss
Honorary Chairman and 1261 Cheserex
Director Switzerland
Klaus J. Jacobs c/o Klaus J. Jacobs Entrepreneur Swiss
Chairman and Director Management AG
Seefeldquai 17
8034 Zurich
Switzerland
D. Staehelin-Ammann Personnel Consulting Personnel Swiss
(Mrs.) Limmatquai 52 Consultant
Director 8001 Zurich
Switzerland
Erwin Conradi Metro International CEO of Metro German
Director Neuhofstr. 4
6340 Baar
Switzerland
Nico Issenmann Rekholterweg 7 Independent Swiss
Director 8708 Maennedorf Consultant
Switzerland
Prof. Armin Seiler Zeltweg 29 Professor of Swiss
Director 8032 Zurich Economics
Switzerland University of
Zurich
Dr. Klaus Jenny Credit Swiss Bank Bank Executive Swiss
Director 8070 Zurich
Switzerland
Dr. Peter Haber Klaus J. Jacobs CEO Swiss
Director Management AG Klaus J. Jacobs
Seefeldquai 17 Management
8034 Zurich AG
Switzerland
John Bowmer Adia S.A. CEO English
CEO 100 Redwood Shores Parkway
Redwood City, CA 94065
</TABLE>
(Page 11 of 13 Pages)
<PAGE> 12
II-2
<TABLE>
<CAPTION>
PRIMARY
NAME AND FUNCTION BUSINESS ADDRESS OCCUPATION CITIZENSHIP
<S> <C> <C> <C>
Peter Pfister Adia S.A. CFO Swiss
CFO 100 Redwood Shores Parkway
Redwood City, CA 94065
Manfred K. Atzert ADIA Interim GmbH President German
President Europe Pappelallee 33 Europe
2000 Hamburg ADIA S.A.
Germany
</TABLE>
(Page 12 of 13 Pages)
<PAGE> 13
APPENDIX III
Directors and Executive Officers of Klaus J. Jacobs Holding AG
<TABLE>
<CAPTION>
NAME AND FUNCTION BUSINESS ADDRESS PRIMARY OCCUPATION CITIZENSHIP
<S> <C> <C> <C>
Klaus J. Jacobs c/o Klaus J. Jacobs Entrepreneur Swiss
Chairman and Director Management AG
Seefeldquai 17
8034 Zurich
Switzerland
Charles Gebhard Van Houten Holding CEO Van Houten Swiss
Director Seefeldquai 17 Holding
8034 Zurich
Switzerland
Dr. Peter Haber Klaus J. Jacobs CEO Klaus J. Jacobs Swiss
Director Management AG Management AG
Seefeldquai 17
8034 Zurich
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 100 Redwood Shores Parkway
Redwood City, CA 94065
</TABLE>
(Page 13 of 13 Pages)
