<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 27)
Adia Services, Inc.
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(Name of Issuer)
Common Stock, par value $.25 per share
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(Title of Class of Securities)
006874 10 1
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(CUSIP Number)
John Bowmer
Adia Holdings Incorporated
100 Redwood Shores Parkway, Redwood City, California 94065 (415) 610-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 17, 1994
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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 [ ].
(Page 1 of 7 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 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 7 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 7 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
K.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 7 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
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 7 Pages)
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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"), 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. 26 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 and Amendment No. 26 thereto on
September 27, 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. 27 supplements
and, to the extent inconsistent therewith, amends the information set forth in
the Statement.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented by adding the
following thereto:
"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, is incorporated herein by reference."
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 adding the
following thereto:
"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, is incorporated herein by reference."
Item 7. Material to be Filed as Exhibits
Item 7 of the Statement is hereby amended and supplemented by adding the
following exhibit to the end thereof:
"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)."
(Page 6 of 7 Pages)
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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: October 18, 1994 By: /s/ Martin Wettstein
------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia Holdings
Incorporated
ADIA S.A.
Date: October 18, 1994 By: /s/ Martin Wettstein
-------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia S.A.
K.J. JACOBS HOLDING AG
Date: October 18, 1994 By: /s/ Martin Wettstein
--------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for K.J. Jacobs
Holding AG
KLAUS J. JACOBS
Date: October 18, 1994 By: /s/ Martin Wettstein
-----------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Klaus J. Jacobs
(Page 7 of 7 Pages)
