SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Source Services Corporation
(NAME OF ISSUER)
Common Stock, $0.02 par value
(TITLE OF CLASS OF SECURITIES)
836162107
CUSIP NUMBER
N/A
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-(c)
/ / Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP NO. 836162107
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marine Midland Bank as independent fiduciary of the Source Services
Corporation 401(k) and Profit Sharing Retirement Savings Trust (the
"Trust")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not applicable.
(A)
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Marine Midland Bank is a state-chartered bank organized under the laws of
the State of New York.
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 3,099,320
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 3,099,320
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,099,320
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES *
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.5% of 13,754,043 shares of Common Stock outstanding as of December 28,
1997
12. TYPE OF REPORTING PERSON *
BK and EP
*The filing of this Statement on Schedule 13G is made by Marine Midland Bank, as
independent fiduciary (the "Independent Fiduciary") of the Source Services
Corporation 401(k) and Profit Sharing Retirement Savings Trust (the "Trust," or
the "Plan") voluntarily and does not constitute, and should not be construed as,
an admission that either the Trust or the Independent Fiduciary beneficially
owns any securities covered by this Statement or is required to file this
Statement for the Trust and the Independent Fiduciary. In this connection, the
Trust and the Independent Fiduciary disclaim beneficial ownership of the
securities covered by this Statement.
Item 1(a) NAME OF ISSUER:
Source Services Corporation
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5580 LBJ Freeway
Suite 300
Dallas, Texas 75240
Item 2(a) NAME OF PERSON FILING:
Marine Midland Bank as Independent Fiduciary of the Source Services
Corporation 401(k) and Profit Sharing Retirement Savings Trust
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
c/o Marine Midland Bank
140 Broadway
New York, New York 10005
Attention: Stephen J. Hartman, Jr.
Item 2(c) CITIZENSHIP:
The Trust has been organized under the laws of the State of Texas.
The Independent Fiduciary is a state chartered bank organized under
the laws of the State of New York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.02 par value.
Item 2(d) CUSIP NUMBER:
836162107
Item 3 If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [X] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E);
(f) [X] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c), check this box.
[ ]
Item 4 OWNERSHIP
(a) Amount Beneficially Owned: 3,099,320
(b) Percent of Class: 22.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
3,099,320(1)
(iii) sole power to dispose or direct the disposition of:
0
(iv) shared power to dispose or direct the disposition of:
3,099,320(1)
(1) All 3,099,320 shares of Common Stock reported herein are held in the
Trust established in conjunction with the Issuer's 401(k) and Profit
Sharing Retirement Savings Plan (the "Plan"). Under the Plan, the
Trustee votes all allocated shares of Common Stock in the Plan in
accordance with the voting instructions received from participants.
The Trustee votes all shares for which voting instructions are not
received as directed by the Marine Midland Bank as an Independent
Fiduciary, provided such action is consistent with ERISA. The Plan
and Trust provide that the Trustee shall hold Company stock until
directed by the Committee to sell it.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Participants of the Plan are entitled to receive certain distributions
or assets held by the Trust. Such distributions may include proceeds
from dividends on, or the sale of, shares of Common Stock reflected in
this Schedule 13G.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATIONS:
Certification pursuant to Rule 13d-(b)
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Certification pursuant to Rule 13d-1(c)
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 16, 1998
Marine Midland Bank (not in its individual or
corporate capacity but solely as Independent
Fiduciary)
/s/ Stephen J. Hartman, Jr.
Stephen J. Hartman, Jr.
Senior Vice President
