SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
EMPLOYEE SOLUTIONS, INC.
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(Name of Issuer)
COMMON STOCK
---------------------------------
(Title of Class of Securities)
292166 10 5
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 12
<PAGE>
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CUSIP NO. 292166 10 5 13G Page 2 of 12 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BRODY FAMILY INVESTMENTS LIMITED PARTNERSHIP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,309,088*
OWNED BY ----------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON
WITH ----------------------------------------
7 SOLE DISPOSITIVE POWER
2,309,088*
----------------------------------------
8 SHARED DISPOSITIVE POWER
- - --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,309,088*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
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12 TYPE OF REPORTING PERSON (See Instructions)
PN
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*As of December 31, 1996.
<PAGE>
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CUSIP NO. 292166 10 5 13G Page 3 of 12 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MARVIN D. BRODY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY ------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 2,709,088* (including shares shown on
PERSON page 2 hereof)
WITH ------------------------------------------------
7 SOLE DISPOSITIVE POWER
------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,709,088* (including shares shown on
page 2 hereof)
- - --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,709,088*
- - --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
- - --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.8%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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*As of December 31, 1996.
<PAGE>
This Amendment No. 1 to the Report on Form 13G is being filed jointly
by the Brody Family Investments Limited Partnership (the "Partnership") and
Marvin D. Brody ("Mr. Brody") relating to the ownership by them in excess of 5%
of the outstanding shares of Common Stock of Employee Solutions, Inc. (the
"Issuer"). Mr. Brody came to have ownership of Issuer Common Stock in excess of
5% of the outstanding shares prior to the Issuer's August 1993 initial public
offering. The Partnership is a family partnership, of which Mr. Brody and Dr.
Nancy P. Brody ("Dr. Brody"), his spouse, are the general partners. Certain of
Mr. Brody's assets were transferred to the Partnership, but are deemed to remain
beneficially owned by Mr. Brody as a result of his shared voting and dispositive
power over assets held by the Partnership.
Mr. Brody has previously reported his ownership, as well as that of Dr.
Brody and the Partnership, of Issuer Common Stock ("Issuer Common") on his Forms
3, 4 and 5; the Partnership has separately filed during periods when it owned in
excess of 10% of the outstanding Issuer Common. In addition, Mr. Brody has
disclosed his (and Dr. Brody's and the Partnership's) ownership of Issuer Common
to the Issuer; in turn, that ownership has been reported in the Issuer's proxy
statements and reports on Form 10-K. This filing is being made to address the
independent filing obligations under Section 13(g) of the Securities Exchange
Act of 1934 of this previously reported ownership.
The Partnership previously reported its holdings of Issuer Common on a
Schedule 13G filed with the Securities and Exchange Commission on February 10,
1994. This Amendment adds Mr. Brody as a filing person at December 31, 1993, and
provides ownership information at subsequent year ends.
Mr. and Dr. Brody each disclaim beneficial ownership of the shares of
Issuer Common held by the other as their individual property; however, shares so
owned by Dr. Brody are included in Mr. Brody's ownership reported herein. In
addition, each of Mr. and Dr. Brody disclaims beneficial ownership of the shares
held by, or for the benefit of, their emancipated adult daughters (other than
those in the Partnership). Therefore, the daughters' shares (other than those in
the Partnership) are not included herein.
Page 4 of 12
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Item 1(a) Name of Issuer:
Employee Solutions, Inc. (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
2929 East Camelback Road, Suite 220, Phoenix, Arizona 85016
Item 2(a) Name of Person Filing:
Brody Family Investments Limited Partnership and Marvin D. Brody
Item 2(b) Address of Principal Business Office:
2929 East Camelback Road, Suite 220, Phoenix, Arizona 85016
Item 2(c) Citizenship:
Partnership: Arizona; Mr. Brody: United States
Item 2(d) Title of Class of Securities:
Common Stock, no par value ("Issuer Common")
Item 2(e) CUSIP Number:
292166 10 5
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b), check whether the person filing is a:
Not Applicable
Item 4. Ownership
At December 31, 1993, by the Partnership:
(a) Amount beneficially owned:769,265 shares (A)
(b) Percent of Class: 21.6% (based upon the 3,359,810
shares of Issuer Common reported as outstanding by the
Issuer on December 31, 1993)
Page 5 of 12
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 769,265 (A)
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
769,265 (A)
(iv) shared power to dispose or to direct the disposition of:
-0-
At December 31, 1993, by Mr. Brody:
(a) Amount beneficially owned: 993,415 shares (A)(B)
(b) Percent of Class: 27.2% (based upon the 3,359,810 shares of
Issuer Common reported as outstanding by the Issuer on December
31, 1993)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote:
993,415 (A)(B)
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition of:
993,415 (A)(B)
(A) Includes shares owned by the Partnership. At December
31, 1993, the Partnership owned 194,424 shares of Issuer
Preferred, each of which was convertible into one share
of Issuer Common after December 31, 1994, depending upon
issuer earnings in fiscal 1994. (Because those earnings
were ultimately achieved, the shares were converted into
Issuer Common in April 1995.) Because such shares were
not convertible at December 31, 1993, beneficial
ownership is disclaimed, but the underlying shares of
Issuer Common are included herein.
(B) Includes 224,150 shares of Issuer Common beneficially
owned by Dr. Brody, as to which Mr. Brody disclaims
beneficial ownership. Dr. Brody's shares include 100,817
shares of Issuer Common underlying shares of Issuer
Preferred owned by Dr. Brody. See note (A). Dr. Brody's
shares do not include shares owned by the Partnership.
Page 6 of 12
<PAGE>
At December 31, 1994, by the Partnership:
(a) Amount beneficially owned: 769,265 shares (C)
(b) Percent of Class: 18.7% (based upon the 3,919,810 shares of
Issuer Common reported as outstanding by the Issuer on December
31, 1994)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 769,265 (C)
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
769,265 (C)
(iv) shared power to dispose or to direct the disposition of:
-0-
At December 31, 1994, by Mr. Brody:
(a) Amount beneficially owned: 993,415 shares (C)(D)
(b) Percent of Class: 23.6% (based upon the 3,919,810 shares of
Issuer Common reported as outstanding by the Issuer on December
31, 1994)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 993,415
(C)(D)
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition of:
993,415 (C)(D)
(C) Includes shares owned by the Partnership. At December
31, 1994, the Partnership owned 194,424 shares of Issuer
Preferred, each of which was convertible into one share
of Issuer Common after December 31, 1994, depending upon
issuer earnings in fiscal 1994. (Because those earnings
were achieved, the shares were converted into Issuer
Common in April 1995.)
(D) Includes 224,150 shares of Issuer Common beneficially
owned by Dr. Brody, as to which Mr. Brody disclaims
beneficial ownership. Dr. Brody's shares include 100,817
shares of Issuer Common underlying shares of Issuer
Preferred owned by Dr. Brody. See note (C). Dr. Brody's
shares do not include shares owned by the Partnership.
Page 7 of 12
<PAGE>
At December 31, 1995, by the Partnership:
(a) Amount beneficially owned: 627,272 shares
(b) Percent of Class: 9.4% (based upon the 6,663,068 shares of
Issuer Common reported as outstanding by the Issuer on December
31, 1995)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 627,272
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
627,272
(iv) shared power to dispose or to direct the disposition of:
-0-
At December 31, 1995, by Mr. Brody:
(a) Amount beneficially owned: 819,422 shares (E)
(b) Percent of Class: 12.3% (based upon the 6,663,068 shares of
Issuer Common reported as outstanding by the Issuer on December
31, 1995)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 819,422 (E)
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition of:
819,422 (E)
(E) Includes shares owned by the Partnership. Also includes
192,150 shares of Issuer Common beneficially owned by
Dr. Brody, as to which Mr. Brody disclaims beneficial
ownership. Dr. Brody's shares do not include shares
owned by the Partnership.
At December 31, 1996, by the Partnership:
(a) Amount beneficially owned: 2,309,088 shares
(b) Percent of Class: 7.5% (based upon 30,666,599 shares of Issuer
Common on December 31, 1996)
Page 8 of 12
<PAGE>
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,309,088
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
2,309,088
(iv) shared power to dispose or to direct the disposition of:
-0-
At December 31, 1996, by Mr. Brody:
(a) Amount beneficially owned: 2,709,088 shares (F)
(b) Percent of Class: 8.8% (based upon 30,666,599 shares of Issuer
Common on December 31, 1996)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 2,709,088
(F)
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
of: 2,709,088 (F)
(F) Includes shares owned by the Partnership. Also includes
400,000 shares of Issuer Common beneficially owned by
Dr. Brody, as to which Mr. Brody disclaims beneficial
ownership. Dr. Brody's shares do not include shares
owned by the Partnership.
Page 9 of 12
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Mr. Brody and Dr. Brody are the general partners of the
Partnership.
Underlying equity interests in the Partnership are
owned by Mr. Brody and Dr. Brody as general partners,
and by Mr. Brody representing his separate interests in
a family trust, Dr. Brody representing her separate
interests in the family trust, and each of Mr. and Dr.
Brody's two adult daughters.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Dissolution of Group
Not applicable
Item 10. Certification
Not applicable
Page 10 of 12
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
February 4 , 1997
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/s/ Marvin D. Brody
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MARVIN D. BRODY
BRODY FAMILY INVESTMENTS LIMITED
PARTNERSHIP
By: /s/ Marvin D. Brody
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Marvin D. Brody
General Partner
Page 11 of 12
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EXHIBIT 1
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CERTIFICATION REGARDING JOINT FILING OF
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SCHEDULE 13G PURSUANT TO RULE 13d-l(f)
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OF THE SECURITIES AND EXCHANGE COMMISSION
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Marvin D. Brody and the Brody Family Investments Limited
Partnership do hereby certify that the Schedule 13G to which this certification
is attached as Exhibit 1 is being filed with the Securities and Exchange
Commission on behalf of each of the undersigned.
Dated: February 4 , 1997
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/s/ Marvin D. Brody
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MARVIN D. BRODY
BRODY FAMILY INVESTMENTS LIMITED
PARTNERSHIP
By: /s/ Marvin D. Brody
---------------------------------------
Marvin D. Brody
General Partner
Page 12 of 12
