<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 29)
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 29, 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 10 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 10 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 10 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 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 10 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 10 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"), 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, Amendment No. 27 thereto on October 18, 1994,
and Amendment No. 28 thereto on November 16, 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. 29 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 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 29,
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 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 29, 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 29, 1994)."
(Page 6 of 10 Pages)
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Item 7 of the Statement is hereby further amended and supplemented by
adding the following exhibit to the end thereof:
Exhibit S Press Release by Adia S.A. and Adia Services, Inc.,
dated November 29, 1994.
(Page 7 of 10 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: November 30, 1994 By: /s/ Martin Wettstein
---------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia Holdings
Incorporated
ADIA S.A.
Date: November 30, 1994 By: /s/ Martin Wettstein
----------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia S.A.
KLAUS J. JACOBS HOLDING AG
Date: November 30, 1994 By: /s/ Martin Wettstein
----------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Klaus J. Jacobs
Holding AG
KLAUS J. JACOBS
Date: November 30, 1994 By: /s/ Martin Wettstein
----------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Klaus J. Jacobs
(Page 8 of 10 Pages)
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EXHIBIT S
Contact: John Bowmer
Chief Executive Officer
Adia Services, Inc.
100 Redwood Shores Parkway
Redwood City, California 94065
(415) 610-1000
National, International and Analyst Wires
For Immediate Release
Redwood City, California, November 29, 1994 - Adia S.A. (Swiss Stock Exchanges
- - "Adia") and Adia Services, Inc. (NASDAQ - "ASI") announced the filing with
the Securities and Exchange Commission of a pre-effective amendment to Adia's
registration statement relating to the proposed merger of ASI into a
wholly-owned subsidiary of Adia whereby Adia would acquire the approximately
19% of ASI that it does not presently own. The amendment to the registration
statement includes a description of an amendment to the merger agreement which
changes terms relating to the price to be paid in the merger and conditions to
the closing of the merger.
Prior to the amendment to the merger agreement, the merger consideration per
share of ASI Common Stock was (i) $15 and (ii) one American Depositary Share
("ADS"), representing one-eighth of one bearer share, nominal value Sfr 10.00
per share, of Adia. The new merger consideration per share of ASI Common Stock
is the same one ADS and $15 per share of ASI Common Stock, provided that the
cash will be increased to the extent necessary so that the combined value of
the ADS and cash is at least $37.00, and will be decreased to the extent
necessary so that the combined value of the ADS and cash is not more than
$39.00, such values to be determined as provided in the merger agreement. If
the amount of cash to be paid per share of ASI Common Stock by Adia exceeds
$17.00, Adia may elect not to proceed with the merger. The amendment
eliminates the requirement of a closing date opinion of Montgomery Securities
(or another investment bank) to the effect that the merger consideration is
fair, from a financial point of view, to the holders of ASI Common Stock (but
retains the requirement of a fairness opinion as of the date of the proxy
statement/prospectus relating to the merger, and retains all other conditions
of the original merger agreement).
The record date for the special meeting of stockholders of ASI to consider the
merger is November 21, 1994, and the date for the special meeting is January 5,
1995, subject to timely completion of Securities and Exchange Commission review
and satisfaction of other conditions to mailing of the proxy
statement/prospectus relating to the merger, including receipt of a fairness
opinion. There can be no assurance that the conditions to the merger will be
satisfied or that the merger will be consummated.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. The Adia
securities to be issued in the merger may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective. This
communication shall not constitute an offer to sell or the solicitation of an
offer to
(Page 9 of 10 Pages)
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buy nor shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
(Page 10 of 10 Pages)
