<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PERSONNEL MANAGEMENT, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
71534B-10-1
(CUSIP Number)
Don R. Taylor Mark B. Barnes
Personnel Management, Inc. Leagre & Barnes
1499 Windhorst Way, Ste. 100 9100 Keystone Crossing
Greenwood, IN 46143 Suite 800
Indianapolis, IN 46240
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 16, 1996
(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
[ ]. (A fee is not required only if the reporting person: (1)
has 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-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 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>
<PAGE>2
SCHEDULE 13D
CUSIP No. 71534B-10-1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Don R. Taylor
2 Check the Appropriate Box if a Member
of a Group (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 596,805
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
596,805
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
596,805
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
29.5%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>3
SCHEDULE 13D
CUSIP No. 71534B-10-1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Elizabeth McFarland
2 Check the Appropriate Box if a Member
of a Group (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 31,187
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
31,187
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
38,949
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
1.9%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>4
SCHEDULE 13D
CUSIP No. 71534B-10-1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James E. Burnette
2 Check the Appropriate Box if a Member
of a Group (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
29,069
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
1.4%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>5
SCHEDULE 13D
CUSIP No. 71534B-10-1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Carolyn S. Taylor
2 Check the Appropriate Box if a Member
of a Group (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 300,990
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
284,656
10 Shared Dispositive Power
16,334
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
300,990
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
14.9%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>6
AMENDMENT NO. 5
to
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, no par
value per share (the "Common Stock), of Personnel
Management, Inc., an Indiana corporation (the
"Issuer"). The address of the Issuer's principal
office is 1499 Windhorst Way, Suite 100, Greenwood,
Indiana 46143. This Amendment No. 5 restates as of
June 10, 1996 the original Statement dated January 26,
1994, as amended by each of the four previous
Amendments, and further amends the Statement to report
certain transactions that have resulted as of May 16,
1996 in a material decrease in the percentage of the
Issuer's Common Stock beneficially owned by the Group.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of a group
consisting of certain of the parties to a Stockholders
Agreement dated November 19, 1993, namely Don R.
Taylor, Elizabeth McFarland, Carolyn S. Taylor and
James E. Burnette (the "Group"). Mr. Taylor is
President, Chief Executive Officer and a Director of
<PAGE>
<PAGE>7
the Issuer and Ms. McFarland is Vice President of
Operations and a Director of the Issuer, and their
business address is the address reported in Item 1
which is incorporated herein by reference. Ms. Taylor
is employed as a real estate agent with Century 21 at
the Crossing, Suite 100, 9100 Keystone Crossing,
Indianapolis, Indiana 46240. Mr. Burnette is self-
employed as a business consultant. Mr. Burnette's
business address is 6923 Brookville Road, Indianapolis,
Indiana.
In addition to constituting a filing by the Group,
this Statement is filed on behalf of (a) Mr. Taylor,
individually; and (b) Ms. Taylor, individually, each of
whom beneficially owned separately more than five
percent of the Issuer's outstanding Common Stock as of
the date of this Amendment No. 5.
<PAGE>
<PAGE>8
At times herein, the members of the Group are
referred to collectively as the "Reporting Persons."
Each of the Reporting Persons is a citizen of the
United States of America.
During the last five years, none of the Reporting
Persons has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as
a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
This Amendment No. 5 is not filed in connection
with any acquisitions of shares of Common Stock of the
Issuer and this Item 3 is therefore inapplicable.
<PAGE>
<PAGE>9
ITEM 4. PURPOSE OF TRANSACTION.
Except as otherwise noted in Item 6 below, and
except for the expectations (a) that each of the
Reporting Persons may from time to time purchase and/or
sell the Issuer's Common Stock (depending upon market
conditions, availability or need for funds, and other
factors personal to each Reporting Person), and (b)
that Ms. Taylor may from time to time continue to sell
shares of the Issuer's Common Stock in amounts limited
by the maximums that she is permitted to sell by the
Stockholders Agreement (which is 48,796 shares during
each of the 12-month periods ending February 1, 1997
and February 1, 1998) and Rule 144, none of the
Reporting Persons has any present plans or proposals
with respect to the Issuer that relate to or could
result in the occurrence of any of the following
events:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition
of securities of the Issuer;
(b) An extraordinary corporate transaction, such
as a merger, reorganization or liquidation,
involving the Issuer or any of its
<PAGE>
<PAGE>10
subsidiaries, other than in connection with
the Issuer's publicly-disclosed plan to
acquire other temporary personnel companies;
(c) A sale or transfer of a material amount of
assets of the Issuer or any of its
subsidiaries;
(d) Any change in the present board of directors
or management of the Issuer, including any
plans or proposals to change the number or
term of directors to fill any existing
vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's
business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other
actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer
to be delisted from a national securities
exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of
a registered national securities association;
<PAGE>
<PAGE>11
(i) A class of equity securities of the Issuer
becoming eligible for termination of
registration pursuant to Section 12(g)(4) of
the Exchange Act; or
(j) Any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) The beneficial ownership of the Issuer's
Common Stock as of June 10, 1996 of each of the
Reporting Persons is set forth in the table below.
Each of the Reporting Persons has sole voting and
dispositive power with respect to the shares indicated
in the table below, except as indicated in the
footnotes.
<PAGE>
<PAGE>12
<TABLE>
<CAPTION>
Name of Reporting Number of Shares
Person Beneficially Owned Percentage*
<S> <C> <C>
Don R. Taylor 596,805 29.5%
Elizabeth McFarland 38,949(1) 1.9%
James E. Burnette 29,069(2) 1.4%
Carolyn S. Taylor 300,990(3) 14.9%
Mr. Taylor, Ms.
McFarland, Mr. Burnette,
and Ms. Taylor as a
group 965,813(1)(2)(3) 47.0%
</TABLE>
* Percentages are calculated in accordance with
Rule 13d-3(d)(1) and reflect 2,020,156 outstanding
shares.
(1) Includes 7,762 shares that Ms. McFarland has the
right to acquire under stock options granted to
her under the Issuer's Stock Option Plan, as
adopted in February 1993 and amended in December
1993 (the "1993 Plan"). Does not include stock
options under the 1993 Plan for an additional
7,762 shares that Ms. McFarland is obligated to
transfer to her former spouse pursuant to a
qualified domestic relations order dated May 16,
1996.
<PAGE>
<PAGE>13
(2) Mr. Burnette has the right to acquire these 29,069
shares under stock options granted to him under
the 1993 Plan, all of which are presently
exercisable.
(3) Includes up to 16,334 shares that Ms. Taylor is
obligated to sell at $9.27 per share under the
Representative's Warrants granted by her to David
A. Noyes & Company. See Item 6.
(c) There have been no transactions in the Common
Stock of the Issuer during the sixty days preceding May
16, 1996 (or since that time) by any of the Reporting
Persons except (i) pursuant to a qualified domestic
relations order dated May 16, 1996, Ms. McFarland has
transferred (or is obligated to transfer) to her former
spouse, Lawrence P. McFarland, 12,986 shares of Common
Stock of the Issuer and stock options granted to Ms.
McFarland under the 1993 Plan to acquire 7,762 shares
of Common Stock, (ii) on or before April 10, 1996, Ms.
Taylor sold 5,201 shares of Common Stock through her
broker pursuant to Rule 144 at an average price per
share of $7.75; and (iii) on or before May 21,
<PAGE>
<PAGE>14
1996, Ms. Taylor sold 10,000 shares of Common Stock
through her broker pursuant to Rule 144 at an average
price per share of $8.6875.
(d) No person other than the Reporting Persons
has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the
sale of, the Common Stock beneficially owned by the
Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
The Issuer and the Reporting Persons (who owned
substantially all of the Common Stock outstanding
immediately prior to the Issuer's initial public
offering ("IPO")) entered into a Stockholders Agreement
dated November 19, 1993 (the "Stockholders Agreement").
The Stockholders Agreement contains certain
restrictions with respect to the transferability of
Common Stock by the parties, registration rights
granted by the Issuer with respect to certain shares,
and voting arrangements.
<PAGE>
<PAGE>15
Pursuant to the terms of the Stockholders
Agreement, holders of Common Stock who are subject to
the Stockholders Agreement (a "Holder") may not
transfer Common Stock beneficially owned by such Holder
unless such transfer is (i) to certain permitted
transferees (related persons or affiliated entities) of
such Holder, (ii) pursuant to a public offering
approved by the Board of Directors of the Issuer or
otherwise required by the Stockholders Agreement, (iii)
by Ms. Taylor (or her permitted transferees) subsequent
to her (or their) death or disability or pursuant to
the Warrant granted to Noyes under the Underwriting
Agreement, (iv) by a "Management Investor" (i.e., Mr.
Taylor, Mr. Burnette and Ms. McFarland) or an "Other
Investor" (i.e., a Holder who is an employee of the
Issuer or a related person or affiliated entity) or his
or her permitted transferee subsequent to his or her
death or termination of employment for certain reasons,
(v) by a Management Investor, Other Investor or Ms.
Taylor or their permitted transferees pursuant to Rule
144 under the Securities Act, (vi) to a pension, profit
sharing or stock bonus plan (including an employee
stock ownership plan) sponsored or contributed to by
the Issuer, or (vii) to any person that the Board of
<PAGE>
<PAGE>16
Directors, by unanimous vote, approves. Certain of
these transfers may only be made if the transferees
agree to subject the acquired shares to these transfer
restrictions.
The Issuer is required by the Stockholders
Agreement (subject to certain limitations) to register
the Holders' Common Stock for sale under the Securities
Act of 1933, as amended (the "Act") in connection with
certain other registrations by the Issuer of Common
Stock (so-called "piggyback registration rights"). The
Stockholders Agreement contains customary terms and
provisions with respect to, among other things,
registration procedures and indemnification in
connection with the registration and sale of Common
Stock pursuant to the Stockholders Agreement. These
registration rights terminate April 1, 1999, or earlier
in the event that Ms. Taylor and her permitted
transferees cease to own at least ten percent of the
outstanding Common Stock of the Issuer prior to April
1, 1999.
The Stockholders Agreement also contains an
agreement of the Holders with respect to the
composition of the Board of Directors of the Issuer.
<PAGE>
<PAGE>17
The Stockholders Agreement provides that the Management
Investors (acting by the vote of a majority of the
shares then held by the Management Investors) may
designate a slate of nominees in connection with any
election of Directors (which may or may not be
identical to the slate nominated by the Board of
Directors) and requires that each Holder vote his or
her shares of Common Stock and use such Holder's best
efforts to take all actions necessary (including action
as a Director of the Issuer subject to fiduciary
duties) to effectuate the election of the slate of
nominees designated by the Management Investors.
Because Mr. Taylor holds a majority of the shares held
by the Management Investors and is likely to continue
to do so for the foreseeable future, and because the
Holders presently have sole voting power over
approximately 46% of the Issuer's outstanding Common
Stock, Mr. Taylor will likely control the composition
of the Board of Directors for the foreseeable future.
Pursuant to the Stockholders Agreement, Ms. Taylor
has also agreed that, for a period of three years after
the consummation of the IPO (February 2, 1994), without
the approval of a majority of the Board of Directors,
<PAGE>
<PAGE>18
she (and her permitted transferees) will not, nor will
she (or they) permit her (or their) affiliates to, (i)
acquire any Common Stock that would cause their
ownership of Common Stock to exceed their respective
percentages of ownership on the date of consummation of
the IPO after giving effect to the closing of the IPO,
(ii) participate in any solicitation of proxies with
respect to the Issuer, (iii) make any public
announcement or proposal with respect to a merger,
consolidation, sale or transfer of assets or other
extraordinary corporate transaction involving the
Issuer, (iv) form, join or participate in any "group"
within the meaning of Section 13(d)(3) of the Exchange
Act with respect to the ownership or acquisition of the
Common Stock, (v) subject any shares of Common Stock of
the Issuer to any arrangement or agreement with respect
to the voting of such shares (other than the
Stockholders Agreement), (vi) execute any proxy with
respect to the Issuer (except as permitted in the
Stockholders Agreement), (vii) sell shares of Common
Stock to any person or group of persons who has filed a
statement with the Securities and Exchange Commission
reporting beneficial ownership of more than five
percent of the Issuer's outstanding Common Stock, or
<PAGE>
<PAGE>19
(viii) sell to any person or affiliated group shares
representing more than five percent of the then
outstanding shares of Common Stock.
Except for the provisions regarding registration
rights and the provisions applicable to Ms. Taylor
summarized in the immediately preceding paragraph
(which expire as described above), the Stockholders
Agreement terminates on April 1, 1999, or earlier (but
not earlier than April 1, 1997) in the event Ms. Taylor
and her permitted transferees cease to own at least ten
percent of the outstanding Common Stock of the Issuer.
Ms. Taylor granted to David A. Noyes & Company,
the lead underwriter of the IPO, warrants to purchase
an aggregate of 16,334 of her shares (as adjusted for a
subsequent stock dividend) of common stock of the
Issuer (the "Representative's Warrants") which are
exercisable for 48 months beginning January 26, 1995 at
an adjusted exercise price equal to $9.27 per share.
The Representative's Warrants provide for adjustment of
the exercise price and the number and type of
securities issuable upon exercise if certain events
occur, including the issuance of any Common Stock or
other securities convertible into or exercisable for
<PAGE>
<PAGE>20
Common Stock, or if any recapitalization,
reclassification, stock dividend, stock split, stock
combination or similar transaction occurs. The
Representative's Warrants provide for certain
registration rights for the securities issuable upon
the exercise of the Representative's Warrants.
In connection with the IPO, Mr. Taylor agreed that
he would not, without the prior written consent of the
Representatives, sell or otherwise dispose of any of
his shares of Common Stock prior to January 26, 1995
(one year following the offering) and agreed to sell no
more than 10% of his shares in each of the second
through fourth years subsequent to the offering. Ms.
Taylor also agreed with the underwriters not to sell,
without the prior written consent of the
Representatives, any of her shares of Common Stock,
other than pursuant to the over-allotment option, for
one year following the offering and agreed to sell no
more than 10% of her shares in each of the following
second through fourth years subsequent to this
offering, except for shares sold pursuant to the
Representative's Warrants. These restrictions do not
apply, however, to sales that may be made by Mr. Taylor
<PAGE>
<PAGE>21
or Ms. Taylor (or both of them) pursuant to a secondary
public offering approved by the Board of Directors of
the Issuer or piggyback registration rights as provided
in the Stockholders Agreement, or to bona fide gifts or
private transactions permitted by the Shareholders
Agreement where the donee or transferee agrees in
writing to be bound by the same restrictions on the
offering, sale or disposition of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Agreements Pursuant to Regulation Section
240.13d-1(f) (filed with the
original Statement dated January
26, 1994).
Exhibit B -- Power of Attorney and Agency (filed
with the original Statement dated
January 26, 1994).
Exhibit C -- Stockholders Agreement dated
November 19, 1993. The copy of
this exhibit filed as Exhibit 10.27
<PAGE>
<PAGE>22
to the Issuer's Registration
Statement on Form SB-2 filed
December 13, 1993 (as amended) (No.
33-72872C) is incorporated herein
by reference.
Exhibit D -- Form of Tax Indemnification
Agreement. The copy of this
exhibit filed as Exhibit 10.11 to
the Issuer's Registration Statement
on Form SB-2 filed December 13,
1993 (as amended) (No. 33-72872C)
is incorporated herein by
reference.
Exhibit E -- Form of Warrant granted by Ms.
Taylor to Noyes. The copy of this
exhibit filed as Exhibit 10.9 to
the Issuer's Registration Statement
on Form SB-2 filed December 13,
1993 (as amended) (No. 33-72872C)
is incorporated herein by
reference.
<PAGE>
<PAGE>23
Exhibit F -- Form of Underwriting Agreement
among the Issuer, the
Representatives, and Ms. Taylor.
The copy of this exhibit filed as
Exhibit 1.1 to the Issuer's
Registration Statement on Form SB-2
filed December 13, 1993 (as
amended) (No. 33-72872C) is
incorporated herein by reference.
Exhibit G -- Incentive Stock Option Agreement
between the Issuer and Ms.
McFarland dated February 28, 1993.
The copy of this exhibit filed as
Exhibit 10.6 to the Issuer's
Registration Statement on Form SB-2
filed December 13, 1993 (as
amended) (No. 33-72872C) is
incorporated herein by reference.
Exhibit H -- Stock Option Agreement between the
Issuer and Mr. Burnette dated
December 3, 1993. The copy of this
<PAGE>
<PAGE>24
exhibit filed as Exhibit 10.7 to
the Issuer's Registration Statement
on Form SB-2 filed December 13,
1993 (as amended) (No. 33-72872C)
is incorporated herein by
reference.
Exhibit I -- Stock Option Agreement between the
Issuer and Ms. McFarland dated
December 3, 1993. The copy of this
exhibit filed as Exhibit 10.8 to
the Issuer's Registration Statement
on Form SB-2 filed December 13,
1993 (as amended) (No. 33-72872C)
is incorporated herein by
reference.
Exhibit J -- Personnel Management, Inc. Amended
and Restated 1993 Stock Option
Plan. The copy of this exhibit
filed as Exhibit 10.4 to the
Issuer's Registration Statement on
Form SB-2 filed December 13, 1993
(as amended) (No. 33-72872C) is
incorporated herein by reference.
<PAGE>
<PAGE>25
Exhibit K -- Form of letter dated June 28, 1995
from the Issuer, Don R. Taylor,
Elizabeth McFarland, and James E.
Burnette to the "Other Investors"
described by Stockholders Agreement
(filed with Amendment No. 2 to this
Statement dated July 6, 1995).
<PAGE>
<PAGE>26
SIGNATURE
After reasonable inquiry and to the best of his or
her knowledge and belief, each of the undersigned
severally hereby certifies that the information set
forth in this statement is true, complete and correct
as of June 10, 1996.
/s/ Don R. Taylor
Don R. Taylor
/s/ Elizabeth McFarland
Elizabeth McFarland
/s/ Carolyn S. Taylor
Carolyn S. Taylor
/s/ James E. Burnette
James E. Burnette
