UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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 N. POST OAK LANE, APT. 2803, HOUSTON, TEXAS 77024
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
OCTOBER 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-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (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
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-l(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 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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 45868P100 PAGE OF PAGES
- -------------------- ------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON IRA B. BROWN
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
JOINT FILING PURSUANT TO RULE 13d-1(f)(1) (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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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 579,772
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
161,611
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9 SOLE DISPOSITIVE POWER
579,772
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10 SHARED DISPOSITIVE POWER
161,611
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
741,383
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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)
3.8%
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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
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CUSIP NO. 45868P100 PAGE OF PAGES
- -------------------- ------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON MYRA BROWN
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
JOINT FILING PURSUANT TO RULE 13d-1(f)(1) (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
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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 88,011
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------
8 SHARED VOTING POWER
653,372
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9 SOLE DISPOSITIVE POWER
88,011
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10 SHARED DISPOSITIVE POWER
653,372
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
741,383
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
- --------------------------------------------------------------------------------
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>
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.
Not applicable--sale of securities.
ITEM 4. PURPOSE OF TRANSACTION.
Disposition of securities in primary/secondary registered public
offering by issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The 741,383 shares of Interim Services Common Stock referred to in this
Amendment No. 1 to Schedule 13D (representing 3.8% of the outstanding
shares of Interim Services Common Stock), includes: (i) 579,772 shares
owned of record by Mr. Brown, as to which Mrs. Brown disclaims beneficial
ownership; (ii) 88,011 shares owned of record by Myra Brown, as to which
Mr. Brown disclaims beneficial ownership, and (iii) 73,600 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
<PAGE>
using a total of 19,466,899 shares of Interim Services Common Stock as of
October 25, 1996, based on information provided in the Company's 10-Q filed
November 13, 1996.
(b) Ira B. Brown has the sole power to vote and the sole power to dispose of
the 579,772 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 88,011 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 and Myra Brown, as co-trustees of the Ira B. Brown
Foundation, Inc., have shared power to vote and dispose of the 73,600
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 88,011 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
579,772 shares of Interim Services Common Stock owned of record by Ira B.
Brown and disclaims beneficial ownership thereof. Mr. and Mrs. Brown
disclaim beneficial ownership of the 50,253 shares of Interim Services
Common Stock owned by their daughter, Rene Brown, who is over the age of
majority and does not reside with them. (A power of attorney executed by
Rene Brown on November 6, 1996 limits the authority of Mr. and Mrs. Brown
to the handling of certain bank accounts, and does not include any
authority to vote or dispose of, or engage in any transactions with respect
to, securities owned by Rene Brown.)
(c) None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power-of-Attorney of Rene Brown.
(b) Agreement of Joint filers.
<PAGE>
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.
1/23/97 /s/ IRA B. BROWN
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Date Name: Ira B. Brown
1/23/97 /s/ MYRA BROWN
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Date Name: Myra Brown
EXHIBIT 7 (A)
LIMITED DURABLE POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, RENE BROWN, hereby appoint my
father, IRA B. BROWN, as my attorney-in-fact (herein my "Agent") to act on my
behalf and to represent me in connection with certain of my business affairs,
and to concur with persons jointly interested with myself therein in the doing
or executing of all or any of the following acts, deeds, and things, in my place
and stead:
1. To conduct banking transactions with respect to my funds as set forth in
section 2 of P.L. 1991, c. 95 (N.J.S. 46:2B-8 et seq.), or any analogous
successor to that statute or any similar legislation in any other jurisdiction;
2. To pay my bills and make disbursements from my assets;
3. To engage and dismiss agents, counsel and employees, and to appoint and
remove at pleasure any substitute for, or agent of my Agent, with respect to all
or any of the matters or things herein mentioned and upon such terms as my Agent
shall deem advisable;
4. To make, execute and verify any and all tax returns, forms or
applications, or papers necessary or desirable for obtaining certificates or
papers issued by any government agency;
5. To make gifts on one or more occasions to one or more charitable
organizations and individuals who are determined by my Agent to be the natural
objects of my bounty, provided, however, that in no event shall the total gifts
to any one individual in any one calendar year exceed the federal gift tax
annual exclusion in effect at the time of such gift;
6. To make, execute, seal and deliver any and all papers and instruments
essential, necessary, proper or incidental to the carrying out of any and all of
the above-mentioned acts, powers and purposes.
By this document, I hereby grant to my Agent full power and authority to do
and perform all and every act and thing whatsoever necessary to be done in
respect of the foregoing,
<PAGE>
within the scope of the guidelines set forth above, as fully as I might or could
do if I were personally present, and I hereby ratify and confirm all that my
Agent shall lawfully do or cause to be done by virtue of this limited power of
attorney.
This limited power of attorney shall not be affected by my disability or
mental or physical incapacity. Also, this limited power of attorney shall not be
diminished or revoked by the mere passage of time.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the 6th day of
November, 1996.
WITNESS:
[SPECIMEN]
- ------------------------------------
WITNESS:
/S/ BARBARA A. FAVATE /S/ RENE BROWN
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RENE BROWN
STATE OF NEW JERSEY)
)ss.
COUNTY OF ESSEX )
BE IT REMEMBERED that on this 6th day of November, 1996, before me, a
Notary Public, personally appeared RENE BROWN, who, I am satisfied, is the
principal in the within instrument named, and I having first made known to her
the contents thereof, she acknowledged that she signed, sealed and delivered
the same as her voluntary act and deed for the uses and purposes therein
expressed.
/S/ JULIA A. MARTINO
---------------------------
Notary Public
JULIA A. MARTINO
A Notary Public of New Jersey
My Commission Expires April 20, 1997
-2-
<PAGE>
LIMITED DURABLE POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, RENE BROWN, hereby appoint my
mother, MYRA BROWN, as my attorney-in-fact (herein my "Agent") to act on my
behalf and to represent me in connection with certain of my business affairs,
and to concur with persons jointly interested with myself therein in the doing
or executing of all or any of the following acts, deeds, and things, in my place
and stead:
1. To conduct banking transactions with respect to my funds as set forth in
section 2 of P.L. 1991, c. 95 (N.J.S. 46:2B-8 et seq.), or any analogous
successor to that statute or any similar legislation in any other jurisdiction;
2. To pay my bills and make disbursements from my assets;
3. To engage and dismiss agents, counsel and employees, and to appoint and
remove at pleasure any substitute for, or agent of my Agent, with respect to all
or any of the matters or things herein mentioned and upon such terms as my Agent
shall deem advisable;
4. To make, execute and verify any and all tax returns, forms or
applications, or papers necessary or desirable for obtaining certificates or
papers issued by any government agency;
5. To make gifts on one or more occasions to one or more charitable
organizations and individuals who are determined by my Agent to be the natural
objects of my bounty, provided, however, that in no event shall the total gifts
to any one individual in any one calendar year exceed the federal gift tax
annual exclusion in effect at the time of such gift;
6. To make, execute, seal and deliver any and all papers and instruments
essential, necessary, proper or incidental to the carrying out of any and all of
the above-mentioned acts, powers and purposes.
By this document, I hereby grant to my Agent full power and authority to do
and perform all and every act and thing whatsoever necessary to be done in
respect of the foregoing,
<PAGE>
within the scope of the guidelines set forth above, as fully as I might or could
do if I were personally present, and I hereby ratify and confirm all that my
Agent shall lawfully do or cause to be done by virtue of this limited power of
attorney.
This limited power of attorney shall not be affected by my disability or
mental or physical incapacity. Also, this limited power of attorney shall not be
diminished or revoked by the mere passage of time.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the 6th day of
November, 1996.
WITNESS:
[SPECIMEN]
- -----------------------------
WITNESS:
/S/ BARBARA A. FAVATE /S/ RENE BROWN
- ----------------------------- -----------------------------
RENE BROWN
STATE OF NEW JERSEY)
)ss.
COUNTY OF ESSEX )
BE IT REMEMBERED that on this 6th day of November, 1996, before me, a
Notary Public, personally appeared RENE BROWN, who, I am satisfied, is the
principal in the within instrument named, and I having first made known to her
the contents thereof, she acknowledged that she signed, sealed and delivered the
same as her voluntary act and deed for the uses and purposes therein expressed.
/S/ JULIA A. MARTINO
----------------------------
Notary Public
JULIA A. MARTINO
A Notary Public of New Jersey
My Commission Expires April 20, 1997
2
<PAGE>
November 6, 1996
TO WHOM IT MAY CONCERN:
The undersigned, Rene Brown, does hereby revoke the Power-of-Attorney dated
July 12, 1988, executed by me.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the 6th day of
November, 1996.
WITNESS:
[SPECIMEN]
- ----------------------------------
WITNESS:
/S/ BARBARA A. FAVATE /S/ RENE BROWN
- ---------------------------------- --------------------------------
RENE BROWN
STATE OF NEW JERSEY)
)ss.
COUNTY OF ESSEX )
BE IT REMEMBERED that on this 6th day of November, 1996, before me, a
Notary Public, personally appeared RENE BROWN, who, I am satisfied, is the
principal in the within instrument named, and I having first made known to her
the contents thereof, she acknowledged that she signed, sealed and delivered the
same as her voluntary act and deed for the uses and purposes therein expressed.
/S/ JULIA A. MARTINO
---------------------------
Notary Public
JULIA A. MARTINO
A Notary Public of New Jersey
My Commission Expires April 20, 1997
EXHIBIT 7(B)
AGREEMENT OF JOINT FILERS
Each of the undersigned acknowledges and agrees that the Amendment to
Schedule 13D to which this Agreement is attached as Exhibit 7(b) is a joint
statement filed on behalf of each of the undersigned.
1/23/97 /S/ IRA B. BROWN
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Date Name: Ira B. Brown
1/23/97 /S/ MYRA BROWN
- ----------------------------- -------------------------------
Date Name: Myra Brown
