SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. David B. Millard
1499 Windhorst Way, Ste. 100 Leagre Chandler & Millard
Greenwood, IN 46143 1400 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, IN 46204
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 1998
(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).
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SCHEDULE 13D
CUSIP No. 71534B-10-1
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. Of Above Person
Don R. Taylor
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2. Check the Appropriate Box if a Member of a Group (a)
(b)
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3. SEC Use Only
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4. Source of Funds*
OO
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5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization
USA
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7. Sole Voting Power
0 [See Item 6]
Number of Shares
Beneficially Owned 8. Shared Voting Power
by Each Reporting 619,805 [See Item 6]
Person With
9. Sole Dispositive Power
619,805
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 627,305
[Includes 7,500 shares that may be acquired pursuant to stock options]
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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)
30.5%
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14. Type of Reporting Person*
IN
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SCHEDULE 13D
This Statement is being filed to report the execution of a Voting Agreement
between Don R. Taylor and DHI Holdings, Inc., an Ohio corporation ("DHI"), which
Voting Agreement results in DHI having shared voting control with Mr. Taylor
with respect to the Issuer's shares held by Mr. Taylor.
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.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of Don R. Taylor. Mr. Taylor is Chief
Executive Officer and a Director of the Issuer, and his business address is the
address reported in Item 1 which is incorporated herein by reference.
Mr. Taylor is a citizen of the United States.
During the last five years, Mr. Taylor has not 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.
As discussed in Items 4 and 6, this Statement reports Mr. Taylor's
agreement to vote all shares of Common Stock held by him in favor of a merger of
the Issuer into a wholly owned subsidiary of DHI.
ITEM 4. PURPOSE OF TRANSACTION.
On June 16, the Issuer, DHI and DHI Sub Corp., an Indiana corporation and a
wholly owned subsidiary of DHI, entered into an Agreement and Plan of Merger and
Reorganization (the "Merger Agreement"), which provides for the merger of the
Issuer with and into DHI Sub Corp. (the "Merger"). The approval of the Issuer's
shareholders is a condition to consummation of the Merger. Simultaneously with
the execution of the Merger Agreement, Mr. Taylor and DHI entered into a Voting
Agreement in which Mr. Taylor agrees to vote all of the shares of Common Stock
held by him in favor of adoption of the Merger Agreement at the Special Meeting
of the Issuer's Shareholders called with respect to the proposed Merger.
Additional information regarding the Voting Agreement and the Merger Agreement
is provided in Item 6.
Except as contemplated by the Voting Agreement and Merger Agreement, Mr.
Taylor does not have 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;
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(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(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;
(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
___, 1998, of the Reporting Person is set forth in the table below. The
Reporting Person has sole voting and dispositive power with respect to the
shares indicated in the table below, except as indicated in the footnotes.
Name of Number of Shares
Reporting Person Beneficially Owned Percentage*
Don R. Taylor 627,3051 30.5%
*Percentages are calculated in accordance with Rule 13d-3(d)(1) and reflect
2,048,771 outstanding shares.
(1) Includes 7,500 shares that Mr. Taylor has the right to acquire pursuant to
stock options. Mr. Taylor has entered into a Voting Agreement with DHI
Holdings, Inc. with respect to the voting of the shares in connection with
the Company's proposed merger into a subsidiary of DHI Holdings, Inc. See
Item 6.
(c) There have been no transactions in the Common Stock of the Issuer by the
Reporting Person during the sixty days preceding the date of this
Statement, except as follows:
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Name of Date of Nature of Number Price
Reporting Person Transaction Transaction of Shares Per Share
Don R. Taylor 6/15/98 Private Purchase 24,000 $16.00
(d) No person other than the Reporting Person 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 Person.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As stated in Item 4 above, on June 16, 1998, the Issuer, DHI and DHI Sub
Corp entered into the Merger Agreement, which provides for the Merger, and,
simultaneously with the execution of the Merger Agreement, Mr. Taylor and DHI
entered into the Voting Agreement, in which Mr. Taylor agrees to vote all of the
shares of Common Stock held by him in favor of adoption of the Merger Agreement
at the Special Meeting of the Issuer's Shareholders called with respect to the
proposed Merger.
In addition the agreement that Mr. Taylor will vote the shares of Common
Stock held by him in favor of the adoption of the Merger Agreement, in the
Voting Agreement Mr. Taylor also agrees to (i) vote against any
recapitalization, merger, sale of assets or other business combination or
similar transaction involving the Issuer or any of its subsidiaries, securities
or assets which is not endorsed in writing by DHI; (ii) vote against any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Issuer
under the Merger Agreement or which could result in any of the conditions of the
Issuer's obligations under the Merger Agreement not being fulfilled; and (iii),
subject to his fiduciary duties as an officer and Director of the Issuer, not to
solicit, or authorize the solicitation, of any inquiries or any proposals from
an person other than DHI or DHI Sub Corp. with respect to the acquisition of
voting securities, or the acquisition or disposition of a significant amount of
assets, of the Issuer or any of its subsidiaries. In the Voting Agreement, Mr.
Taylor also agrees that he will not, and will not enter into any agreement to,
sell or otherwise transfer or dispose of shares of Common Stock (or any other of
the Issuer's voting securities) held by him without the prior written consent of
DHI.
The Merger Agreement provides for the Issuer to be merged with and into DHI
Sub Corp., with the Issuer surviving the Merger and, as a consequence of the
Merger, becoming a wholly owned subsidiary of DHI. Each share of Common Stock
issued and outstanding immediately prior to the effective time of the Merger
will be exchanged pursuant to the Merger Agreement into $16.00 in cash. The
Merger Agreement provides that unexercised warrants initially granted in
connection with the Issuer's initial public offering and options granted under
the Issuer's stock option plans will be converted into the right to receive the
difference between $16.00 and the exercise price of the warrant or option for
each share covered by the warrants and options.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Voting Agreement, between Don R. Taylor and DHI
Holdings, Inc., dated June 16, 1998.
Exhibit B -- Agreement and Plan of Merger and Reorganization,
among DHI Holdings, Inc., DHI Sub Corp., and Personnel
Management, Inc., dated June 16, 1998. This document is
incorporated by reference to Exhibit 2 to the Form 8-K filed by
the Issuer on June 17, 1998.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct as of June 17, 1998.
/s/ Don R. Taylor
Don R. Taylor
<PAGE>
EXHIBIT A
VOTING AGREEMENT
This Voting Agreement, dated as of June 16, 1998, is entered into by and
among DHI Holdings, Inc., an Ohio corporation ("DHI"), on the one hand, and the
individuals listed on the signature page of this Voting Agreement
("Shareholders") all of whom are shareholders of Personnel Management, Inc., an
Indiana Corporation ("PMI"), on the other hand (this "Voting Agreement");
Whereas, concurrently herewith, DHI, DHI Sub Corp, an Indiana corporation
and wholly owned subsidiary of DHI, and PMI are entering into an Agreement and
Plan of Merger and Reorganization (the "Merger Agreement"); capitalized terms
used without definition herein having the meanings ascribed thereto in the
Merger Agreement);
Whereas, Shareholders are as of the date hereof the beneficial owners of
PMI Common Shares in the amounts reflected next to their respective signatures
below (collectively, the "Shares");
Whereas, approval of the Merger Agreement by PMI's shareholders is a
condition to the consummation of the Merger;
Whereas, as a condition to its entering into the Merger Agreement, DHI has
required that Shareholders agree, and Shareholders have agreed, to enter into
this Voting Agreement; and
Whereas, Shareholders have been informed that the Board of Directors of PMI
has approved the Merger Agreement.
Now, Therefore, in consideration of the foregoing and the mutual covenants
and agreements set forth herein, the parties hereto severally agree as follows:
Section 1. Agreement to Vote, Restrictions on Dispositions, Etc.
(a) Each Shareholder hereby agrees to attend the PMI Special Meeting,
in person or by proxy, and to vote (or cause to be voted) all PMI
Common Shares, and any other voting securities of PMI owned by
such Shareholder whether issued heretofore or hereafter, that
such person owns or has the right to vote, for approval and
adoption of the Merger Agreement (as amended from time to time)
and the Plan of Merger, and the transactions contemplated by the
Merger Agreement, such agreement to vote to apply also to any
adjournment of the PMI Special Meeting. Each Shareholder agrees
not to grant any proxies or enter into any voting agreement or
arrangement inconsistent with this Agreement.
<PAGE>
(b) Each Shareholder hereby agrees that, without the prior written
consent of DHI, such Shareholder shall not, directly or
indirectly, sell, offer to sell, grant any option for the sale of
or otherwise transfer or dispose of, or enter into any agreement
to sell, any PMI Common Shares or any other voting securities of
PMI that such Shareholder owns beneficially or otherwise.
(c) To the extent PMI solicits a vote of shareholders or the same is
required under Indiana law, each Shareholder agrees to vote (or
cause to be voted) all PMI Common Shares, and any other voting
securities of PMI, owned by such Shareholder whether issued
heretofore or hereafter, that such person owns or has the right
to vote, (i) against any recapitalization, merger, consolidation,
sale of assets or other business combination or similar
transaction involving PMI or any of its Subsidiaries, securities
or assets which is not endorsed in writing by DHI and (ii)
against any other action or agreement that would result in a
breach of any covenant, representation or warranty or any other
obligation or agreement of PMI under the Merger Agreement or
which could result in any of the conditions to PMI's obligations
under the Merger Agreement not being fulfilled.
(d) Subject to a Shareholder's fiduciary obligations as an officer or
Director of PMI, each Shareholder agrees not to directly or
indirectly solicit, or authorize any person to solicit, any
inquiries or proposals from any person other than DHI relating to
the merger or consolidation of PMI with any person other than DHI
or DHI Sub Corp, or the acquisition of PMI's or any of its
Subsidiaries' voting securities by, or the direct or indirect
acquisition or disposition of a significant amount of assets of
PMI or any of its Subsidiaries from or to any person other than
DHI or DHI Sub Corp, or directly or indirectly enter into or
continue any discussions, negotiations or agreements relating to,
or vote (or cause to be voted) in favor of, any such transaction.
(e) Each Shareholder agrees to promptly notify DHI in writing of the
nature and amount of any acquisition by Shareholder after the
date hereof of any voting securities of PMI.
Section 2. Additional Representations and Warranties of Shareholders.
<PAGE>
Each Shareholder represents and warrants to DHI as follows:
(a) such Shareholder has all necessary power and authority to execute
and deliver this Voting Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby;
(b) this Voting Agreement has been duly executed and delivered by
such Shareholder;
(c) this Agreement constitutes the valid and binding agreement of
such Shareholder enforceable against such Shareholder in
accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general application which may affect the
enforcement of creditors' rights generally and by general
equitable principles;
(d) the PMI Common Shares described on the signature page hereto are
the only voting securities of PMI owned (beneficially or of
record) by such Shareholder and are owned free and clear of all
liens, charges, encumbrances, restrictions and commitments of any
kind;
(e) such Shareholder has not appointed or granted any irrevocable
proxy, which appointment or grant is still effective, with
respect to the PMI Common Shares owned by such Shareholder; and
(f) each Shareholder acknowledges, and DHI agrees, that the
restrictions imposed upon such Shareholder in this Voting
Agreement are so imposed only in Shareholder's capacity as a
shareholder of PMI.
Section 3. Further Assurances.
Each party shall execute and deliver such additional instruments and other
documents and shall take such further actions as reasonably may be necessary or
appropriate to effectuate, carry out and comply with all of their obligations
under this Voting Agreement. Without limiting the generality of the foregoing,
none of the parties hereto shall enter into any agreement or arrangement (or
alter, amend or terminate any existing agreement or arrangement) if such action
would materially impair the ability of such party to effectuate, carry out or
comply with all the terms of this Voting Agreement.
<PAGE>
Section 4. Covenants of Shareholders Not to Enter Into Inconsistent
Agreements.
Each Shareholder hereby agrees that, except as contemplated by this Voting
Agreement and the Merger Agreement, such Shareholder shall not enter into any
voting agreement or grant an irrevocable proxy or power of attorney with respect
to the PMI Common Shares which is inconsistent with this Voting Agreement.
Section 5. Effectiveness and Termination.
It is a condition precedent to the effectiveness of this Voting Agreement
that the Merger Agreement shall have been executed and delivered. This Voting
Agreement shall automatically terminate and be of no further force or effect:
(i) upon the occurrence of an event requiring the payment of the Termination Fee
under the Merger Agreement and the payment of such Termination Fee in accordance
with the Merger Agreement; (ii) upon the termination of the Merger Agreement by
DHI; or (iii) upon the termination of the Merger Agreement by PMI in accordance
with the provisions of the Merger Agreement. Upon any termination of this Voting
Agreement, except for any rights any party may have in respect of any breach by
another party of its obligations hereunder, no one of the parties hereto shall
have any further obligation or liability hereunder. The provisions of this
Voting Agreement shall also terminate and be of no further force or effect from
and after the Effective Date of the Merger.
Section 6. Consideration.
Each Shareholder hereby acknowledges and agrees that DHI is entering into
the Merger Agreement in reliance upon the execution by the Shareholders of the
Voting Agreement and that DHI's execution of the Merger Agreement (and the
making by DHI to PMI of the various representations, warranties and agreements
contained therein, all of which have been relied upon by Shareholders in
connection with their execution of this Voting Agreement) constitutes adequate
consideration and value for each Shareholder's execution of this Voting
Agreement and compliance with its terms.
Section 7. Miscellaneous.
(a) Notices. Any notice or other communication required or permitted
hereunder shall be expressed in writing and sent by certified or
registered mail, return receipt requested; or sent by nationally
recognized overnight courier service such as Federal Express; or
sent by facsimile transmission between the hours of 9:00 a.m. and
4:30 p.m. local time at the place of intended receipt, which
facsimile transmission advises the sender thereof that the
transmission was received by the correct telephone number and
that the status of such transmission was "okay", and which
facsimile transmission is confirmed by recognized overnight
courier service or certified or registered mail, return receipt
requested; to the respective parties at the following addresses,
or at such other addresses as the parties shall designate by
written notice to the other:
If to Shareholders, to: Copy in the same manner to:
Don R. Taylor David B. Millard
4750 Dolphin Kay Lane Leagre, Chandler & Millard
108D 1400 First Indiana Plaza
St. Petersburg, Florida 33711 135 N. Pennsylvania Street
Indianapolis, Indiana 46204
<PAGE>
If to DHI or DHI Sub Corp, to: Copy in the same manner to:
Linsalata Capital Partners James C. Vanderwist, Esq.
Fund III, L.P. Calfee, Halter & Griswold LLP
c/o A. Chace Anderson 1400 McDonald Investment Center
Landerbrook Corporate 800 Superior Avenue
Center One Cleveland, Ohio 44114-2688
5900 Landerbrook Drive Fax No.: 216-241-0816
Suite 280
Mayfield Heights, Ohio 44124
Fax No.: 440-684-0984
(b) Amendments, Waivers, Etc. This Voting Agreement may not be
amended, changed, supplemented, waived or otherwise modified or
terminated except by an instrument in writing signed by DHI and
Shareholders.
(c) Successors and Assigns. This Voting Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by the
parties and their respective successors and assigns, including
without limitation any corporate successor by merger or
otherwise. Notwithstanding any transfer of PMI Common Shares, the
transferor shall remain liable for the performance of all
obligations of the transferor under this Voting Agreement.
(d) Specific Performance. The parties acknowledge that money damages
are not an adequate remedy for violations of this Voting
Agreement and that any party may, in its sole discretion, apply
to a court of competent jurisdiction for specific performance or
injunction or such other relief as such court may deem just and
proper in order to enforce this Voting Agreement or prevent any
violation hereof and, to the extent permitted by applicable law,
each party waives any objection to the imposition of such relief.
(e) Governing Law. This Voting Agreement and all disputes hereunder
shall be governed by and construed and enforced in accordance
with the internal laws of the State of Indiana without regard to
principles of conflicts of law.
(f) 1934 Act Compliance. DHI represents and warrants to Shareholders
that its contacts with Shareholders (and any other PMI
Shareholders) precedent to and coincident with the execution and
delivery of the Merger Agreement have not subjected DHI,
Shareholders, PMI or any other party to the filing or other
requirements of Regulation 14A promulgated by the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended, and that DHI will not take any action during
the term of this Voting Agreement or thereafter that would
require a filing under such Regulation 14A with the SEC by or on
behalf of DHI, PMI, Shareholders or any third person (except as
contemplated by Section 5.5 of the Merger Agreement) with respect
to PMI Common Shares, without Shareholders' prior written
consent, which consent may be withheld in their discretion for
any reason or for no reason. Further, to the extent that it is
required by applicable law to do so, DHI agrees to cause to be
executed, delivered to Shareholders and to PMI, and filed with
the SEC in such form as shall be required by law, all statements
or other filings, including amendments to existing statements or
filings, necessitated as a result of the execution of this Voting
Agreement and the rights and interests acquired by DHI pursuant
hereto.
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
DHI Holdings, Inc.
By: /s/ A. Chace Anderson
A. Chace Anderson, Chairman
Number of PMI Certificate
Name and Signature Common Shares Numbers
/s/ Don R. Taylor 619,805 -------
Don R. Taylor
