<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 31)
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 S.A.
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)
January 6, 1995
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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 9 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 (cancelled in merger)
REPORTING PERSON
WITH
9 SOLE DISPOSITIVE POWER
10 SHARES DISPOSITIVE POWER
10,232,348 (cancelled in merger)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,232,348 (cancelled in merger)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON
CO
(Page 2 of 9 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 (cancelled in merger)
REPORTING PERSON
WITH
9 SOLE DISPOSITIVE POWER
10 SHARES DISPOSITIVE POWER
10,232,348 (cancelled in merger)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,232,348 (cancelled in merger)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON
HC
(Page 3 of 9 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 (cancelled in merger)
REPORTING PERSON
WITH
9 SOLE DISPOSITIVE POWER
10 SHARES DISPOSITIVE POWER
10,232,348 (cancelled in merger)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,232,348 (cancelled in merger)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON
HC
(Page 4 of 9 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 (cancelled in merger)
REPORTING PERSON
WITH
9 SOLE DISPOSITIVE POWER
10 SHARES DISPOSITIVE POWER
10,232,348 (cancelled in merger)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,232,348 (cancelled in merger)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON
IN
(Page 5 of 9 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. 31 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,
Amendment No. 28 thereto on November 16, 1994, Amendment No. 29 thereto on
November 30, 1994, and Amendment No. 30 thereto on December 2, 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. 31 supplements and, to the
extent inconsistent therewith, amends the information set forth in the
Statement.
Item 1. Security and Issuer.
Item 1 of the Statement is hereby amended and supplemented by adding
to the end thereof the following:
"The Common Stock of the Issuer, to which this Statement
relates, has been cancelled, and the Issuer has ceased to exist (see
Item 4. Purpose of Transaction, below).
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby amended and supplemented by adding
to the end thereof the following:
"In the merger (as described in Item 4 below), Holdings
exchanged one share of Common Stock of the Issuer for (i) one American
Depositary Share ("ADS") representing one-eighth of one bearer share
of Adia, nominal value Sfr. 10.00 per share ("Adia Share") and (ii)
$16.42 in cash. Based on such terms, the aggregate amount of cash
funds used by Holdings was approximately $46 million."
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented by adding
to the end thereof the following:
"On January 6, 1995, the Issuer was merged with and into
Holdings, a wholly-owned subsidiary of Adia. In the merger, Adia
acquired the approximately 19% of the Issuer it did not previously
own. The merger consideration per share of the Issuer's Common Stock
was (i) $16.42 and (ii) one ADS representing one-eighth of one Adia
Share. As a result of the merger, the Issuer no longer exists, and
shares of the Issuer's Common Stock are no longer are traded on
NASDAQ. Holdings survived the merger and was renamed Adia Services,
Inc. The ADSs commenced trading on NASDAQ on Monday, January 9,
1995."
(Page 6 of 9 Pages)
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended and supplemented by adding
to the end thereof the following:
"In the merger (as described in Item 4 above) Holdings
acquired (and, through their direct or indirect ownership interest in
Holdings, the other Reporting Persons may be deemed to have acquired
beneficial ownership of) all the outstanding shares of the Issuer's
Common Stock, which were then cancelled, and the Issuer was merged
with and into Holdings."
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
to the end thereof the following:
"On January 6, 1995, the Issuer was merged with and into
Holdings, a wholly-owned subsidiary of Adia. In the merger, Adia
acquired the approximately 19% of the Issuer it did not previously
own. The merger consideration per share of the Issuer's Common Stock
was (i) $16.42 and (ii) one ADS representing one-eighth of one Adia
Share. As a result of the merger, the Issuer no longer exists, and
shares of the Issuer's Common Stock are no longer are traded on
NASDAQ. Holdings survived the merger and was renamed Adia Services,
Inc. The ADSs commenced trading on NASDAQ on Monday, January 9,
1995."
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 T Press Release by Adia S.A. and Adia Services, Inc.,
dated January 9, 1995.
(Page 7 of 9 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: January 10, 1995 By: /s/ Martin Wettstein
----------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia Holdings
Incorporated
ADIA S.A.
Date: January 10, 1995 By: /s/ Martin Wettstein
----------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Adia S.A.
KLAUS J. JACOBS HOLDING AG
Date: January 10, 1995 By: /s/ Martin Wettstein
----------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Klaus J. Jacobs
Holding AG
KLAUS J. JACOBS
Date: January 10, 1995 By: /s/ Martin Wettstein
---------------------------
Name: Martin Wettstein
Title: Attorney-in-Fact
for Klaus J. Jacobs
(Page 8 of 9 Pages)
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EXHIBIT T
Contact:
Peter Pfister
Chief Financial Officer
Adia S.A.
100 Redwood Shores Parkway
Redwood City, California 94065
(415) 610-1000
National, International and Analysts Wires
Redwood City, California, January 9, 1995 - Adia S.A. (Swiss Stock Exchanges
and NASDAQ (ADRs) - "Adia") and Adia Services, Inc. ("ASI") announced the
consummation of the merger of ASI into a wholly-owned subsidiary of Adia
whereby Adia acquired the approximately 19% of ASI it did not previously own.
The merger consideration per share of ASI Common Stock was (i) $16.42 and (ii)
one American Depositary Share ("ADS") representing one-eighth of one bearer
share, nominal value Sfr 10.00 per share of Adia S.A. As a result of the
merger, shares of ASI Common Stock are no longer traded on NASDAQ, and American
Depositary Receipts evidencing the ADSs will commence trading on NASDAQ on
Monday, January 9, 1995.
John Bowmer, CEO of Adia and ASI said: "Adia is extremely pleased to have
concluded this merger and to have Adia's ADSs trading in the United States.
These events will help Adia achieve its strategic goals of providing the best
possible services to customers at most competitive prices, and enhance the
ability of the Adia family of companies to pursue an optimal financial and
operating strategy throughout the world."
Adia provides personnel services to businesses worldwide through its network of
over 1,000 offices operating in 28 countries. Adia's staffing services include
temporary help, placement of permanent employees, outplacement, and training
and testing of temporary and permanent workers.
(Page 9 of 9 Pages)
