SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
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. 1009100 Keystone Crossing, Ste. 800
Greenwood, IN 46143 Indianapolis, IN 46240
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 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 [ ].
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
41,039 (includes right to acquire 9,762 shares pursuant
to employee stock options)
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
2.0%
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 275,680
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
259,346
10 Shared Dispositive Power
16,334
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
275,680
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
13.7%
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
James E. Burnette
2 Check the Appropriate Box if a Member
of a Group (a) [ ]
(b) [X]
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 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
0
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>6
AMENDMENT NO. 6
to
SCHEDULE 13D
Items 2 and 5 of the Statement on Schedule 13D,
dated January 26, 1994, as amended and restated by
Amendment No. 5 thereto dated May 16, 1996, filed by
the Reporting Persons with respect to the Common Stock,
no par value, of Personnel Management, Inc., are hereby
amended as follows:
ITEM 2. IDENTITY AND BACKGROUND.
The information regarding the identity and
background of the Reporting Persons remains the same
except that (a) Elizabeth McFarland resigned as a
Director of the Company on December 8, 1996, and (b)
James E. Burnette no longer beneficially owns any
shares of Common Stock by reason of the expiration on
December 21, 1996 of all of his rights to acquire
shares under stock options previously reported in
Amendment No. 5 to this Statement, and, therefore, is
no longer a member of the group (the "Group") created
by the Stockholders Agreement dated November 19, 1993
(the "Stockholders Agreement") or a Reporting Person.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) The beneficial ownership of the Issuer's
Common Stock as of January 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.
<PAGE>
<PAGE> 7
<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 41,039(2) 2.0%
Carolyn S. Taylor 275,680(3) 13.7%
Mr. Taylor, Ms.
McFarland, and
Ms. Taylor as a
group 913,524(2)(3) 45.0%
</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 2,000 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.
(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. 6, except as follows:
<PAGE>
<PAGE> 8
<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 1/29/97 Open Market 5,000 $9.25
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.
(e) James E. Burnette ceased to beneficially own
any shares of Common Stock, and therefore ceased to be
a member of the Group of Reporting Persons, effective
December 21, 1996, when all of his rights to acquire
Common Stock of the Issuer under certain stock options
described by Amendment No. 5 to this Statement expired.
Mr. Burnette therefore has ceased to be a Reporting
Person effective December 22, 1996.
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> 9
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.
<PAGE>
<PAGE> 10
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.
<PAGE>
<PAGE>11
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 February 14, 1997.
/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
