<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 25)
-------------------
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
100 Redwood Shores Parkway, Redwood City, California 94065 (415) 610-1000
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 26, 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 11 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 BOX 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)
81.31%
14 TYPE OF REPORTING PERSON
CO
(Page 2 of 11 Pages)
<PAGE> 3
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 BOX 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)
81.31%
14 TYPE OF REPORTING PERSON
HC
(Page 3 of 11 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 BOX 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)
81.31%
14 TYPE OF REPORTING PERSON
HC
(Page 4 of 11 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 BOX 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)
81.31%
14 TYPE OF REPORTING PERSON
IN
(Page 5 of 11 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. 25 the amended and restated Statement on Schedule 13D filed by the
Reporting Persons as Amendment No. 24 on March 29, 1994 (as so amended and
restated, 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. 25 supplements and, to the
extent inconsistent therewith, amends the information set forth in the
Statement.
Item 1. Security and Issuer.
The principal executive offices of the Issuer are located at:
100 Redwood Shores Parkway
Redwood City, California 94065
Item 2. Identity and Background.
This Amendment is being filed by the Reporting Persons.
I. Information re: Holdings
The address of Holdings' principal place of business and
office is:
Adia Holdings Incorporated
100 Redwood Shores Parkway
Redwood City, California 94065
II. Information re: KJJ
KJJ is a Swiss corporation which was formerly known as JAA
Holding. JAA Holding's name was changed into K.J. Jacobs Holding AG
on March 25, 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:
K.J. Jacobs Holding AG
c/o Trefisco AG
Grabenstrasse 32
6301 Zug
Switzerland
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:
(Page 6 of 11 Pages)
<PAGE> 7
"As of July 26, 1994, Adia and the Issuer announced suspension
of negotiations between Adia and the special committee of the Board of
Directors of the Issuer formed to evaluate the proposed merger due to
inability to reach an agreement on the terms of the merger. Adia has
engaged CS First Boston as an additional advisor to assist it in
determining whether there is a basis for further negotiations, and to
assist in any further negotiations. Copies of the press releases of
Adia dated July 26, 1994 and the Issuer dated July 26, 1994 are filed
as Exhibit O and Exhibit P, respectively, and are 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 O Press Release by Adia S.A., dated July 26, 1994."
"Exhibit P Press Release by Adia Services, Inc., dated July 26,
1994."
(Page 7 of 11 Pages)
<PAGE> 8
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: July 26, 1994 By: /s/ Martin Wettstein
-------------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia Holdings Incorporated
ADIA S.A.
Date: July 26, 1994 By: /s/ Martin Wettstein
-------------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia S.A.
K.J. JACOBS HOLDING AG
Date: July 26, 1994 By: /s/ Martin Wettstein
-------------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for K. J. Jacobs Holding AG
KLAUS J. JACOBS
Date: July 26, 1994 By: /s/ Martin Wettstein
-------------------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Klaus J. Jacobs
(Page 8 of 11 Pages)
<PAGE> 9
EXHIBIT O
Press Release
Lausanne, July 26, 1994
ADIA's First Half Results Beat Full Year Forecast
Adia SA announced today that net income for the first half of 1994 had exceeded
earlier estimates for the full year. At the company's General Assemply, held
in Lausanne on April 21, 1994, CEO John Bowmer had predicted that net income
would reach Sfr. 5 million for the year, marking a return to profitability for
the organization after two years of losses. In fact, the first half of 1994
produced net income of Sfr. 8.3 million, compared to a net loss of Sfr. 31.6
million in 1993. Total revenues grew 10% from last year, to a total of Sfr.
1.65 billion.
The better than expected financial performance is principally the result of the
beginning of the economic recovery in Continental Europe. Adia had not
expected to see much benefit from the recovery until the end of 1994, but hours
sold in Europe during the first half of 1994 were 10% higher than a year
earlier, signaling the beginning of improving demand for temporary help. By
maintaining operating costs at levels close to the prior year, resulting
productivity improvements have been translated into higher profits.
Mr. Bowmer pointed out that this is very similar to the early stages of
recovery noted in the United States about 18 months ago. He cautions that only
time will tell if the recovery in Europe is as strong for personnel companies
as it was in America. In the meantime, revenues and profits continue to grow
in the United States, Australia and the United Kingdom. Mr. Bowmer predicted
that if no adverse economic events arise between now and the end of the year
Adia should report close to Sfr. 20 million in net income for the full year.
In Japan there has been no sign of economic recovery to date and none is
expected before 1995. However, cost controls that local management has put in
place have allowed Adia to continue to operate profitably in that part of the
world.
The results for the first six months of the year are summarized in the
following table.
<TABLE>
<CAPTION>
(In Sfr. thousands) Jan-Jun 1994 Jan-Jun 1993
<S> <C> <C>
Revenues 1,653,398 1,502,923
Gross Margin 400,878 365,777
Operating Income 46,841 12,235
Net Income 8,315 (31,629)
</TABLE>
(Page 9 of 11 Pages)
<PAGE> 10
ADIA SA SUSPENDS NEGOTIATIONS WITH ADIA SERVICES, INC.
Adia announced today the suspension of negotiations regarding a proposed merger
in which Adia planned to acquire all the approximately 19% of Adia Services,
Inc. (the U.S. Company) which it does not currently own.
Adia announced its merger proposal on March 22, 1994, at which time Adia
proposed to exchange $14.00 in cash and an American Depositary Receipt
representing one-eighth share of its stock for each share of the U.S. Company
common stock. Negotiations between Adia and a special committee of the U.S.
Company's board commenced shortly after the announcement. However, Adia and the
special committee have not been able to reach agreement on the terms of the
merger.
Mr. Bowmer said, "Adia and the U.S. Company's special committee have been
negotiating for four months, but have been unable to reach agreement on terms
which are satisfactory to both companies. Adia has engaged CS First Boston as
an additional advisor to assist it in determining whether there is a basis for
further negotiations, and to assist in any further negotiations. Discussions
between Adia and the special committee have been suspended until that
determination is made."
For Information: Jon Rowberry, Chief Financial Officer, or
John Bowmer, Chief Executive Officer
Phone: +1-415-610-1000
(Page 10 of 11 Pages)
<PAGE> 11
EXHIBIT P
ADIA
THE EMPLOYMENT PEOPLE
Adia Services, Inc.
100 Redwood Shores Parkway
Redwood City, CA 94065
415-610-1000
CONTACT: Jon Rowberry
Senior Vice President and
Chief Financial Officer
Adia Services, Inc.
(415) 610-1000
NATIONAL, INTERNATIONAL AND ANALYST WIRES
FOR IMMEDIATE RELEASE
REDWOOD CITY, Calif., July 26, 1994 - Adia Services, Inc. (NASDAQ - "ADIA"),
announced today the suspension of negotiations regarding a proposed merger in
which Adia SA ("ASA"), the principal stockholder of Adia, planned to acquire
all the approximately 19% of Adia common stock which it does not currently own.
ASA announced its merger proposal on March 22, 1994, at which time ASA proposed
to exchange $14.00 in cash and an American Depositary Receipt representing
one-eighth share of its stock (which is traded on Swiss Stock Exchanges) for
each share of Adia common stock. Negotiations between ASA and a special
committee of Adia's board commenced shortly after the announcement. However,
ASA and the special committee have not been able to reach agreement on the
terms of the merger.
Jon Bowmer, the Chief Executive Officer of ASA and Adia, said: "ASA and Adia's
special committee have been negotiating for four months but have been unable to
reach agreement on terms which are satisfactory to both companies. ASA has
engaged CS First Boston as an additional advisor to assist it in determining
whether there is a basis for further negotiations, and to assist in any further
negotiations. Discussions between ASA and the special committee have been
suspended until that determination is made."
(Page 11 of 11 Pages)
