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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 2
Under the Securities Exchange Act of 1934
BRANDON SYSTEMS CORPORATION
(subsequently merged into INTERIM SERVICES INC.)
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
45868P100
(CUSIP Number)
Mark G. Ewald
BEM Management, Inc.
520 Madison Avenue
New York, New York 10022
(212) 832-8720
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 23, 1996
(Date of Event which Requires Filing 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 this statement [ ].
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SCHEDULE 13D
CUSIP No. 45868P100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence M. Blau
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
4,000
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 261,360
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 4,000
WITH
10. SHARED DISPOSITIVE POWER
261,360
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,360
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 45868P100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Metzger
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 261,360
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
261,360
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,360
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14. TYPE OF REPORTING PERSON*
IN
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This Statement amends and supplements the information set
forth in the Schedule 13D filed by the Reporting Persons (as defined therein)
with the Securities and Exchange Commission (the "Commission") on August 11,
1995, as amended by Amendment No. 1 to the Schedule 13D filed with the
Commission on November 22, 1995, and constitutes Amendment No. 2 to the Schedule
13D. Capitalized terms used herein without definition shall have the meaning
assigned to such terms in the Schedule 13D.
Item 1. Security and Issuer
A second paragraph to this Item 1 is added to read as set
forth below.
On May 23, 1996, the Company merged into Interim Services
Inc., a Delaware corporation ("Interim"). Pursuant to the Agreement and Plan
of Merger, each share of Common Stock was converted into 0.88 shares of common
stock, par value $.01 per share, of Interim ("Interim Common"). The principal
executive offices of Interim are located at 2050 Spectrum Boulevard, Fort
Lauderdale, Florida 33309.
Item 2. Identity and Background
The first paragraph of this Item 2 is amended in its
entirety as set forth below.
This Statement is being filed by (1) Lawrence M. Blau ("Mr.
Blau"), a United States citizen, (a) in his individual capacity, (b) as owner
of his Individual Retirement Account and (c) in his capacity as (i) one of the
two managing general partners of BEM Partners, L.P., a limited partnership
organized
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under the laws of the state of Delaware ("BEM"), and (ii) chairman of BEM
International Management Ltd., a corporation organized under the laws of
Bermuda ("BEM International Management"), that serves as investment manager to
BEM International Ltd., a corporation organized under the laws of Bermuda
("BEM International" and, together with BEM, the "Funds"); and (2) Mark
Metzger ("Mr. Metzger"), a United States citizen, (a) as owner of his
Individual Retirement Account and (b) in his capacity as (i) one of the two
managing general partners of BEM and (ii) vice chairman of BEM International
Management. Mr. Blau and Mr. Metzger are sometimes collectively referred to
herein as the "Reporting Persons".
The third paragraph of this Item 2 is amended in its
entirety as set forth below.
The shares of Interim Common which are the subject of this
Statement are held by Mr. Blau (2,000 shares), Mr. Blau's Individual
Retirement Account (2,000 shares), BEM (183,040 shares) and BEM International
(78,320 shares).
Item 3. Sources and Amounts of Funds or Other Consideration
Item 3 is amended in its entirety as set forth below.
Mr. Blau and the Funds expended an aggregate of
approximately $5,968,493 (including brokerage commissions) to purchase the
265,360 shares of Interim Common held by them. The sources of these moneys
were personal funds (in the case of shares of Interim Common held by Mr. Blau
and Mr. Blau's Individual Retirement Account) and working capital (in the case
of shares of Interim Common held by the Funds).
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Item 5. Interest in Securities of the Issuer
Paragraph (a) - (c) of Item 5 are amended in their entirety
as set forth below.
(a)-(b) On the date of this Statement:
1. Mr. Blau has beneficial ownership for purposes
of Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial
Ownership") and sole voting and dispositive power with respect to 4,000 shares
of Interim Common and Beneficial Ownership of 261,360 shares of Interim Common
by virtue of his position as one of the two managing general partners of BEM
and as one of the two persons responsible, through BEM International
Management, for the management of the assets of BEM International. The
aggregate of such shares (265,360) represent approximately 1.7% of the issued
and outstanding shares of Interim Common. Mr. Blau shares with Mr. Metzger
voting power and dispositive power over the 261,360 shares of Interim Common
held by the Funds.
2. Mr. Metzger has Beneficial Ownership of
261,360 shares of Interim Common by virtue of his position as one of the two
managing general partners of BEM and as one of the two persons responsible,
through BEM International Management, for managing the assets of BEM
International. Such shares represent approximately 1.6% of the issued and
outstanding Interim Common. Mr. Metzger shares with Mr. Blau voting power and
dispositive power over these shares of Interim Common held by the Funds.
3. The percentages used herein are calculated
based upon the 15,989,000 shares of Interim Common stated to be the weighted
average shares issued and outstanding for the quarter
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ended June 28, 1996, as reflected in Interim's unaudited consolidated statement
of earnings released on July 23, 1996.
(c) Since the most recent filing on Schedule 13D, Mr. Blau
and Mr. Blau's Individual Retirement Account each purchased 2,000 shares of
Interim Common on March 13, 1996 at $37.50 per share. These purchases were
effected on the Nasdaq. On April 30, 1996, Mr. Metzger's Individual Retirement
Account sold 2,200 shares of Common Stock at $37.63 per share. This sale was
effected on the American Stock Exchange. All prices include commissions. On May
23, 1996, pursuant to an Agreement and Plan of Merger, the 297,000 shares of
Common Stock held by the Funds were converted into 261,360 shares of Interim
Common.
Paragraph (e) of Item 5 is amended in its entirety as set
forth below.
The Reporting Persons ceased to have Beneficial Ownership of
more than 5% of the Interim Common on May 23, 1996 when the Company merged into
Interim.
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Signature
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.
July 24, 1996
/s/ Lawrence M. Blau
Lawrence M. Blau
/s/ Mark Metzger
Mark Metzger
