UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __) *
INTERIM SERVICES INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
45868P100
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(CUSIP Number)
Ira B. Brown, 121 North Post Oak Lane, Apartment 2803, Houston, Texas 77024
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 23, 1996
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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. [X] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
equity securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities and 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 pages)
(Page 1 of 6 Pages)
<PAGE>
SCHEDULE 13D
CUSIP No. 45868P100 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ira B. Brown
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Joint filing pursuant to Rule 13d-1(f)(1)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00 (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
NUMBER OF SHARES 799,772
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BENEFICIALLY 8 SHARED VOTING POWER
301,864
OWNED BY EACH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 799,772
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PERSON WITH 10 SHARED DISPOSITIVE POWER
301,864
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,101,636
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.15%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 45868P100 Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Myra Brown
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Joint filing pursuant to Rule 13d-1(f)(1)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00 (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
NUMBER OF SHARES 168,011
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BENEFICIALLY 8 SHARED VOTING POWER
933,625
OWNED BY EACH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 168,011
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
933,625
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,101,636
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.15%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 45868P100 Page 4 of 6 Pages
Item 1. Security and Issuer.
This Statement relates to the shares of common stock, par value $0.01 per share
("Interim Services Common Stock") of Interim Services Inc., a Delaware
corporation (the "Company"). The address of the Company's principal executive
office is 2050 Spectrum Boulevard, Fort Lauderdale, Florida 33309.
Item 2. Identity and Background. This is a joint filing made pursuant to Rule
13d-1(f)(1) on behalf of Ira B. Brown and Myra Brown, husband and wife.
(a) Ira B. Brown
Myra Brown
(b) 121 N. Post Oak Lane, Apt. 2803
Houston, TX 77024
(c) Private Investors
(d) Neither Ira B. Brown nor Myra Brown has been convicted in a criminal
proceeding during the last five years.
(e) Neither Ira B. Brown nor Myra Brown has been a party to a civil
proceeding of a judicial or administrative body during the last five
years.
(f) Ira B. Brown and Myra Brown are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
On February 27, 1996, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Delco Merger Corp., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Merger Sub"), and Brandon Systems
Corporation, a Delaware corporation ("Brandon"). The Merger Agreement provided
for the merger of Merger Sub with and into Brandon (the "Merger"), with Brandon
as the surviving corporation and a wholly-owned subsidiary of Interim. On May
23, 1996, the stockholders of Brandon and Interim Services, Inc. voted to
approve the Merger Agreement and the Merger, and the Merger became effective
upon the filing of a Certificate of Merger with the Secretary of State of the
State of Delaware. Upon effectiveness of the Merger, each outstanding share of
common stock, par value $0.10 per share, of Brandon ("Brandon Common Stock") was
converted into the right to receive 0.88 shares (the "Exchange Ratio") of
Interim Services Common Stock.
In connection with the Merger, Ira B. Brown, Myra Brown, Rene Brown (daughter
of Ira and Myra Brown) and the Ira B. Brown Foundation, Inc. (a non-profit
foundation of which Mr. and Mrs. Brown are co-trustees), shareholders of record
of Brandon, each exchanged their shares of Brandon Common Stock for shares of
Interim Services Common Stock at the applicable Exchange Ratio.
Pursuant to a General Power of Attorney executed by Rene Brown, the daughter of
Ira and Myra Brown, Ira and Myra Brown have severally been appointed the
attorneys-in-fact for Rene Brown, each with full power to vote and dispose of
the shares of Interim Services Common Stock held by Rene Brown.
<PAGE>
SCHEDULE 13D
CUSIP No. 45868P100 Page 5 of 6 Pages
Item 4. Purpose of Transaction.
Exchange of shares in Merger (See Item 3)
Item 5. Interest in Securities of the Issuer.
(a) The 1,101,636 shares of Interim Services Common Stock referred to in
this Schedule 13D (representing 7.15% of the outstanding shares of
Interim Services Common Stock), includes: (i) 799,772 shares owned of
record by Mr. Brown, as to which Mrs. Brown disclaims beneficial
ownership; (ii) 168,011 shares owned of record by Myra Brown, as to
which Mr. Brown disclaims beneficial ownership, (iii) 50,253 shares
owned of record by Mr. Brown's daughter, Rene Brown, over which Mr. and
Mrs. Brown have voting and dispositive power pursuant to a power of
attorney; and (iv) 83,600 shares owned of record by the Ira B. Brown
Foundation, Inc., a non-profit foundation of which Mr. and Mrs. Brown
are co-trustees. The percentage of outstanding shares of Interim
Services Common Stock referenced above was calculated using a total of
15,407,958 shares of Interim Services Common Stock as of July 30, 1996,
based on information provided by the Company.
(b) Ira B. Brown has the sole power to vote and the sole power to dispose
of the 799,772 shares of Interim Services Common Stock owned of record
by him and has no shared power to vote and no shared power to dispose
of such shares. Myra Brown has the sole power to vote and the sole
power to dispose of the 168,011 shares of Interim Services Common Stock
owned of record by her and has no shared power to vote and no shared
power to dispose of such shares. Ira B. Brown has the shared power,
with Myra Brown, to vote and dispose of the 50,253 shares of Interim
Services Common Stock owned of record by their daughter, Rene Brown,
pursuant to a power of attorney. Ira B. Brown and Myra Brown, as
co-trustees of the Ira B. Brown Foundation, Inc., have shared power to
vote and dispose of the 83,600 shares of Interim Services Common Stock
owned of record by such foundation. Ira B. Brown asserts that he has no
power to vote and no power to dispose of the 168,011 shares of Interim
Services Common Stock owned of record by his wife, Myra Brown, and
disclaims beneficial ownership thereof. Myra Brown asserts that she has
no power to vote and no power to dispose of the 799,772 shares of
Interim Services Common Stock owned of record by Ira B. Brown and
disclaims beneficial ownership thereof.
(c) None.
(d) Not applicable.
(e) Not applicable.
<PAGE>
SCHEDULE 13D
CUSIP No. 45868P100 Page 6 of 6 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
None, other than the power-of-attorney described in Item 3.
Item 7. Material to be Filed as Exhibits.
(a) Power-of-Attorney of Rene Brown.
(b) Agreement of Joint Filers.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.
August 6, 1996 /s/ Ira B. Brown
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Date Name: Ira B. Brown
August 6, 1996 /s/ Myra Brown
- ------------------- -----------------------------------------
Date Name: Myra Brown
EXHIBIT 7(a)
Notice: The powers granted by this document are broad and sweeping.
They are defined in New York General Obligations Law, Article 5, Title 15,
sections 5-1502A through 5-1503, which expressly permits the use of any other
or different form of power of attorney desired by the parties concerned.
Know All Men by These Presnts, which are intended to constitute a
GENERAL POWER OF ATTORNEY pursuant to Article 5, Title 15 of the New York
General Obligations Law:
That I RENE BROWN, 489 4th Street, Brooklyn 11215 do hereby appoint IRA
BROWN, MYRA BROWN, severally, 2000 Linwood Ave., Apt. 8V, Fort Lee, NJ 07024 my
attorney(s)-in-fact TO ACT
(a) If more than one agent is designated and the principal wishes each
agent alone to be able to exercise the power conferred, insert in this blank the
word "severally". Failure to make any insertion or the insertion of the word
"jointly" will require the agents to act jointly.
In my name, place and stead in any way which I myself could do, if I
were personally present, with respect to the following matters as each of them
is defined in Title 15 of Article 5 of the New York General Obligations Law to
the extent that I am permitted by law to act through an agent:
[Strike out and initial in the opposite box any one or more of the
subdivisions as to which the principal does NOT desire to give the agent
authority. Such elimination of any one or more of subdivisions (A) to (L),
inclusive, shall automatically constitute an elimination also of subdivision
(M).]
To strike out any subdivision the principal must draw a
line through the text of that subdivision AND write his
initials in the box opposite.
(A) real estate transactions;............................................[ X ]
(B) chattel and goods transactions:......................................[ X ]
(C) bond, share and commodity transactions;..............................[ X ]
(D) banking transactions;................................................[ X ]
(E) business operating transactions;.....................................[ X ]
(F) insurance transactions;..............................................[ X ]
(G) estate transactions;.................................................[ X ]
(H) claims and litigation;...............................................[ X ]
(I) personal relationships and affairs;..................................[ X ]
(J) benefits from military service;......................................[ X ]
(K) records, reports and statements;.....................................[ X ]
(L) full and unqualified authority to my attorney(s)-in-fact to delegate
any or all of the foregoing powers to any person or persons whom my
attorney(s)-in-fact shall select;.....................................[ X ]
(M) all other matters;....................................................[ X ]
This power of attorney shall not be affected by the subsequent
disability or incompetence of the principal.
To induce any third party to act hereunder, I hereby agree that any
third party receiving a duly executed copy or facsimile of this instrument may
act hereunder, and that revocation or termination hereof shall be ineffective as
to such third party unless and until actual notice or knowledge of such
revocation or termination shall have been received by such third party, and I
for myself and for my heirs, executors, legal representatives and assigns,
hereby agree to indemnify and hold harmless any such third party from and
against any and all claims that may arise against such third party by reason of
such third party having relied on the provisions of this instrument.
<PAGE>
In Witness Whereof, I have hereunto signed my name and affixed my seal
this 12th day of July, 1988.
/s/ Rene Brown
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(Signature of Principal)
STATE OF NEW YORK, COUNTY OF NEW YORK ss.:
On the 12th day of July, 1988, before me personally came Rene Brown, to
be known, and known to me to be the individual described in, and who executed
the foregoing instrument, and she acknowledged to me that she executed the same.
/s/ Man Wai Lau
-----------------------------------------
MAN WAI LAU
Notary Public, State of New York
No. 24-4781742
Qualified in Kings County
Certificate Filed in New York County
Commission Expires Nov. 30, 1989
EXHIBIT 7(b)
Agreement of Joint Filers
Each of the undersigned acknowledges and agrees that the Schedule 13D
to which this Agreement is attached as Exhibit 7(b) is a joint statement filed
on behalf of each of the undersigned.
August 6, 1996 /s/ Ira B. Brown
- ----------------------------- -----------------------------------------
Date Name: Ira B. Brown
August 6, 1996 /s/ Myra Brown
- ----------------------------- -----------------------------------------
Date Name: Myra Brown
