SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7
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 Chandler & Millard
1499 Windhorst Way, Ste. 100 9100 Keystone Crossing, Ste. 800
Greenwood, IN 46143 Indianapolis, IN 46240
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 1997
(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 [ ].
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*
N/A
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*
N/A
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 31,277
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
31,277
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
43,039
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
2.1%
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
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*
N/A
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 240,280
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
223,946
10 Shared Dispositive Power
16,334
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
240,280
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
11.9%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>5
AMENDMENT NO. 7
to
SCHEDULE 13D
Item 5 of the Statement on Schedule 13D, dated January 26,
1994, filed by the Reporting Persons with respect to the Common
Stock, no par value, of Personnel Management, Inc., as amended and
restated by Amendment No. 5 thereto dated May 16, 1996, and
amended by Amendment No. 6 thereto dated December 21, 1996, is
hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) The beneficial ownership of the Issuer's Common
Stock as of July 31, 1997, 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.
<TABLE>
<CAPTION>
Name of Reporting Number of Shares
Person Beneficially Owned Percentage*
<S> <C> <C>
Don R. Taylor 596,805(1) 29.5%
Elizabeth McFarland 43,039(2) 2.1%
Carolyn S. Taylor 240,280(3) 11.9%
Mr. Taylor, Ms.
McFarland, and
Ms. Taylor as a
group 880,124(2)(3) 43.6%
</TABLE>
* Percentages are calculated in accordance with Rule 13d-
3(d)(1) and reflect 2,020,156 outstanding shares.
(1) Does not include the shares beneficially owned by Elizabeth
McFarland and Carolyn S. Taylor, although Mr. Taylor has the
power under the Stockholders Agreement to direct their vote
with respect to the election of Directors for the remaining
term of the Stockholders Agreement.
(2) Includes 7,762 shares that Ms. McFarland has the right to
acquire pursuant to stock options granted to her under the
Issuer's 1993 Stock Option Plan, as adopted in February 1993
and amended in December 1993 (the "1993 Plan"), and 4,000
shares that Ms. McFarland has the right to acquire pursuant
to stock options granted under the Issuer's 1994 Stock
Option Plan, adopted in January 1994.
(3) Includes 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 of
Amendment No. 5 to this Statement on Schedule 13D.
<PAGE>
<PAGE>6
(c) There have been no transactions in the Common Stock of
the Issuer by any of the Reporting Persons during the sixty days
preceding the date of this Amendment No. 7, except as follows:
<TABLE>
<CAPTION>
Name of Date of Nature of Number Price
Reporting Person Transaction Transaction of Shares Per Share
<S> <C> <C> <C> <C>
Carolyn S. Taylor 7/23/97 Open Market 20,200 $9.0625
Sale
</TABLE>
(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 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 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>7
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.
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 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 I -- 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.
Exhibit J -- 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).
Exhibit K -- Incentive Stock Option Agreement between
the Issuer and Elizabeth McFarland, dated
June 10, 1996. The copy of this exhibit
filed as Exhibit 10.5 to the Company's
Form 10-Q for the quarter ended July 31,
1996, is incorporated by reference.
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 August 20, 1997.
/s/ Don R. Taylor
Don R. Taylor
/s/ Elizabeth McFarland
Elizabeth McFarland
/s/ Carolyn S. Taylor
Carolyn S. Taylor
