<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 26)
Adia Services, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.25 per share
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(Title of Class of Securities)
006874 10 1
- --------------------------------------------------------------------------------
(CUSIP Number)
John Bowmer
Adia Holdings Incorporated
100 Redwood Shores Parkway, Redwood City, California 94065 (415) 610-1000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 27, 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 12 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 12 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 12 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
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 12 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 12 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"), 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 (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. 26 supplements and, to the extent inconsistent therewith, amends
the information set forth in the Statement.
Item 2. Identity and Background.
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.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented by adding
the following immediately preceding the last paragraph thereof:
"As of September 27, 1994, Adia and the Issuer announced
approval of a merger in which Adia will acquire all of the outstanding
stock of the Issuer that it does not currently own for per share
consideration of $15 in cash and one American Depository Share
representing one-eighth share of Adia's common stock. Approval of the
merger followed a favorable recommendation from a special committee of
the Issuer's board of directors and a fairness opinion from Montgomery
Securities. Consummation of the merger remains subject to a number of
conditions. The Issuer also announced an agreement in principle,
subject to court approval, for the settlement of certain litigation
challenging the transaction. A copy of the press release of Adia and
the Issuer dated September 27, 1994 is filed as Exhibit Q and is
incorporated by reference herein."
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 Q Press Release by Adia S.A. and Adia Services, Inc.,
dated September 27, 1994.
(Page 6 of 12 Pages)
<PAGE> 7
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: September 27, 1994 By: /s/ Martin Wettstein
------------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia Holdings Incorporated
ADIA S.A.
Date: September 27, 1994 By: /s/ Martin Wettstein
-------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia S.A.
K.J. JACOBS HOLDING AG
Date: September 27, 1994 By: /s/ Martin Wettstein
-------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for K.J. Jacobs Holding AG
KLAUS J. JACOBS
Date: September 27, 1994 By: /s/ Martin Wettstein
-------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Klaus J. Jacobs
(Page 7 of 12 Pages)
<PAGE> 8
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 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
Keith Corbin Adia S.A. VP Finance American
Treasurer 100 Redwood Shores Parkway
Redwood City, California 94065
Doreen R. Penfield Adia S.A. VP Administration American
Secretary 100 Redwood Shores Parkway
Redwood City, California 94065
</TABLE>
(Page 8 of 12 Pages)
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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
D. Staehelin-Ammann (Mrs.) Personnel Consulting Personnel Swiss
Director Limmatquai 52 Consultant
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 AG
8034 Zurich
Switzerland
John Bowmer Adia S.A. CEO English
CEO 100 Redwood Shores Parkway
Redwood City, CA 94065
</TABLE>
(Page 9 of 12 Pages)
<PAGE> 10
II-2
<TABLE>
<CAPTION>
NAME AND FUNCTION BUSINESS ADDRESS PRIMARY CITIZENSHIP
OCCUPATION
<S> <C> <C> <C>
Jon Rowberry Adia S.A. CFO American
CFO 100 Redwood Shores Parkway
Redwood City, CA 94065
Manfred K. Atzert ADIA Interim GmbH President Europe German
President Europe Pappelallee 33 ADIA SA
2000 Hamburg
Germany
</TABLE>
(Page 10 of 12 Pages)
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APPENDIX III
Directors and Executive Officers of K.J. Jacobs Holding AG
<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 Holding Swiss
Director Seefeldquai 17
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, AG
8021 Zurich
Switzerland
John P. Bowmer Adia S.A. CEO English
Director and CEO 100 Redwood Shores Parkway
Redwood City, CA 94065
</TABLE>
(Page 11 of 12 Pages)
<PAGE> 12
EXHIBIT Q
ADIA
THE EMPLOYMENT PEOPLE
ADIA S.A.
ADIA SERVICES, INC.
100 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA 94055
CONTACT
JOHN BOWMER
CHIEF EXECUTIVE OFFICER
415.610.1000
NATIONAL, INTERNATIONAL AND ANALYSTS WIRES
LAUSANNE, SWITZERLAND, AND REDWOOD CITY, CALIF., SEPTEMBER 27, 1994 - ADIA,
S.A. (SWISS STOCK EXCHANGES - "ASA"), AND ADIA SERVICES, INC. (NASDAQ -
"ADIA"), JOINTLY ANNOUNCED TODAY THAT THEY HAVE APPROVED THE TERMS OF A MERGER
IN WHICH ASA, THE PRINCIPAL STOCKHOLDER OF ADIA, WILL ACQUIRE ALL OF THE
APPROXIMATELY 19% OF ADIA COMMON STOCK WHICH IT DOES NOT CURRENTLY OWN. AS
PART OF THE MERGER, EACH SHARE OF ADIA COMMON STOCK NOT CURRENTLY OWNED BY ASA
WILL BE CONVERTED INTO $15 IN CASH AND AN AMERICAN DEPOSITARY SHARE
REPRESENTING ONE-EIGHTH SHARE OF ASA'S COMMON STOCK.
THE BOARD OF DIRECTORS OF ADIA APPROVED THE TERMS OF THE MERGER AFTER RECEIVING
A FAVORABLE RECOMMENDATION FROM ITS SPECIAL COMMITTEE OF OUTSIDE DIRECTORS, AND
AN OPINION FROM MONTGOMERY SECURITIES TO THE EFFECT THAT THE CONSIDERATION IS
FAIR, FROM A FINANCIAL POINT OF VIEW, TO THE MINORITY STOCKHOLDERS.
THE CONSUMMATION OF THE MERGER IS SUBJECT TO A NUMBER OF CONDITIONS AND TO
APPROVAL BY ADIA STOCKHOLDERS, INCLUDING APPROVAL BY A MAJORITY OF THE SHARES
VOTED BY MINORITY STOCKHOLDERS. THERE CAN BE NO ASSURANCE THAT THE CONDITIONS
TO THE MERGER WILL BE SATISFIED OR THAT THE MERGER WILL BE CONSUMMATED.
IN ADDITION ADIA ANNOUNCED THAT IT HAS REACHED AN AGREEMENT IN PRINCIPLE FOR
THE SETTLEMENT OF CERTAIN LITIGATION CHALLENGING THE TRANSACTION. THE
SETTLEMENT IS SUBJECT TO COURT APPROVAL.
(Page 12 of 12 Pages)
