SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
EMPLOYEE SOLUTIONS, INC.
(Name of Issuer)
COMMON
(Title of Class of Securities)
292166 10 5
(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).
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CUSIP NO. 292166 10 5 PAGE 2 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
BRODY FAMILY INVESTMENTS LIMITED PARTNERSHIP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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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5 SOLE VOTING POWER
2,309,088
NUMBER OF ---------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ---------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,309,088
PERSON ---------------------------------------------------------
WITH: 8 SHARED DISPOSITIVE POWER
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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* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12 TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 292166 10 5 PAGE 3 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
MARVIN D. BRODY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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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5 SOLE VOTING POWER
NUMBER OF ---------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,789,088 (including shares shown on page 2 hereof)
OWNED BY ---------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON ---------------------------------------------------------
WITH: 8 SHARED DISPOSITIVE POWER
2,789,088 (including shares shown on page 2 hereof)
---------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,789,088
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
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12 TYPE OF REPORTING PERSON*
IN
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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"). The Partnership is a family partnership, of which Mr. Brody and Dr.
Nancy P. Brody ("Dr. Brody"), his spouse, are the general partners.
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.
ITEM 1(A). NAME OF ISSUER:
Employee Solutions, Inc. (the "Issuer")
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
6225 North 24th Street, 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 OR, IF NONE, RESIDENCE:
6225 North 24th Street, 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) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
Page 4 of 8
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Item 4 OWNERSHIP
AT DECEMBER 31, 1998, BY THE PARTNERSHIP:
(a) Amount beneficially owned: 2,309,088 shares
(b) Percent of class: 7.0%
(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:
(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:
AT DECEMBER 31, 1998, BY MR. BRODY:
(a) Amount beneficially owned: 2,789,088 shares (A)
(b) Percent of class: 8.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 2,789,088 (A)
(iii) Sole power to dispose or to direct the
disposition of:
(iv) Shared power to dispose or to direct the
disposition of: 2,789,088 (A)
(A) 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.
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.
Page 5 of 8
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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. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
Not Applicable.
Page 6 of 8
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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.
February 11, 1999
/s/ Marvin D. Brody
-----------------------------------
MARVIN D. BRODY
BRODY FAMILY INVESTMENTS LIMITED
PARTNERSHIP
/s/ Marvin D. Brody
-----------------------------------
Marvin D. Brody
General Partner
Page 7 of 8
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EXHIBIT 1
CERTIFICATION REGARDING JOINT FILING OF
SCHEDULE 13G PURSUANT TO RULE 13D-L(F)
OF THE SECURITIES AND EXCHANGE COMMISSION
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 11, 1999
/s/ Marvin D. Brody
-----------------------------------
MARVIN D. BRODY
BRODY FAMILY INVESTMENTS LIMITED
PARTNERSHIP
/s/ Marvin D. Brody
-----------------------------------
Marvin D. Brody
General Partner
Page 8 of 8
