SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
EMPLOYEE SOLUTIONS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
292166 10 5
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(CUSIP Number)
DECEMBER 31, 1999
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(Date of Event Which Requires Filing of this Statement)
*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 8
<PAGE>
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
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
1,594,088
NUMBER OF ------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,594,088
PERSON ------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,594,088
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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)
4.3%
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12 TYPE OF REPORTING PERSON*
PN
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<PAGE>
CUSIP NO. 292166 10 5 PAGE 3 OF 8 PAGES
- --------------------- -----------------
1 NAMES 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* (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 2,074,088 (including shares shown on page 2 hereof)
OWNED BY ------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON ------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
2,074,088 (including shares shown on page 2 hereof)
------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,074,088
----------------------------------------------------------------------------
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)
5.6%
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12 TYPE OF REPORTING PERSON*
IN
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<PAGE>
This Amendment No. 3 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:
6900 E. Camelback #830
Scottsdale, Arizona 85251
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
Page 4 of 8
<PAGE>
ITEM 4. OWNERSHIP
AT DECEMBER 31, 1999, BY THE PARTNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 1,594,088 shares
(b) PERCENT OF CLASS: 4.3%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote: 1,594,088
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
1,594,088
(iv) shared power to dispose or to direct the disposition of: 0
AT DECEMBER 31, 1999, BY MR. BRODY:
(a) AMOUNT BENEFICIALLY OWNED: 2,074,088 shares (A)
(b) PERCENT OF CLASS: 5.6%
(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: 2,074,088 (A)
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
2,074,088 (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
Page 5 of 8
<PAGE>
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 6 of 8
<PAGE>
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 14, 2000
/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 7 of 8
<PAGE>
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.
February 14, 2000
/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 8 of 8
